AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 28/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Accumulated datasets, broad disclosed customer penetration, embedded workflows and realized subscription pricing jointly demonstrate a differentiated current franchise. Data supremacy and brand superiority remain issuer assertions rather than verified comparisons.
durability · 2/4 · Data accumulation and daily workflow use support persistence, but contractual dependence, possible AI-enabled alternatives and customers' ability to switch limit demonstrated long-term protection.
customer dependency · 2/4 · System integration, daily OEM use and reported continued retention indicate reliance indirectly. Migration costs and exclusive dependence are unquantified, and customers can switch or cease use.
erosion resilience · 2/4 · Realized pricing and new-business contributions support current resilience. Rising acquisition costs are actual pressure; potential data-rights failure and AI competition remain prospective risks rather than demonstrated customer losses.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · The filing attributes approximately $16 million of quarterly and $36 million of first-half revenue growth to price increases, alongside positive new-business contributions. This demonstrates realized pricing, although customer-level volume responses and multi-year persistence are unavailable.
retention · 2/4 · Reported continued CARFAX retention, daily OEM usage and growing B2B subscription revenue support repeat demand indirectly. Subscription growth includes acquisition and pricing, so no renewal rate or cohort retention is inferred.
margin resilience · 2/4 · CARFAX adjusted EBITDA margins remained 49% quarterly and 48% for the half-year; B2B margins improved, and company adjusted margins held steady. GAAP operating profit and operating cash fell, with separation costs and working capital affecting comparisons. Rising acquisition costs and the carve-out basis constrain conclusions about sustainable standalone resilience.
contractual freedom · 2/4 · Monthly, annual and multi-year subscriptions establish defined commitment periods, while customers can decline renewal or change product mix at expiry. Realized price increases show some practical discretion. Unilateral repricing rights, price caps and early termination terms remain undisclosed.
Predictability—
Missing exact annual revenue, free cash flow or FCF margin; operating cash flow and capex must both be reported for every observed year.
Financial strength—
Missing required inputs: debtFcfGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- netDebtEbitGrade
- 100.00
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 25.80
- Net debt / operating income (x)
- -0.11
- Current ratio (x)
- 1.07
- cashInterestPaid
- 14.00
- cashInterestCoverage
- 34.64
Capital allocation—
Missing required inputs: operatingReturn, dilution, cashConversionGrade. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year average SBC / revenue (%)
- 1.45
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash of $189 million exceeded $12 million of capital expenditure and $3 million of equity investment, but operating cash declined from $233 million. Approximately $1.98 billion of recorded debt accompanied a $2.0 billion parent dividend for separation transfers. These actual commitments warrant a mixed assessment; parent-directed financing and limited standalone history constrain attribution.
incentive alignment · 2/4 · Actual historical PSU awards have multi-year EPS or CARFAX EBITA conditions, providing some performance alignment. The standalone LTIP and AIP were adopted, and the CEO target incentive was approved at 150% of salary effective July 1. Continuing parent holdings create competing incentives. The proposed $2.5 million RSU award required further approval; adoption, contemplated awards and target opportunities do not establish actual Mobility ownership or vesting.
execution · 3/4 · Realized pricing, positive new-business contributions, B2B subscription growth and maintained or improved adjusted segment margins demonstrate commercial execution. The completed separation and reported Germany launch add delivery evidence, but launch returns and standalone operating performance are untested. This assessment uses operating outcomes rather than management reputation.
governance · 2/4 · A disclosed nonemployee director independence determination, actual committee appointments and management's effective disclosure-controls conclusion support functioning governance. Reliance on parent controls through June and potential competing interests from parent holdings limit evidence of autonomous oversight; exceptional governance is not demonstrated.
Evidence
With more than 100 years of data stewardship and a contributory network of more than 177,000 sources as of December 31, 2025, we believe we have built an unrivaled data estate that powers critical decisions for suppliers, OEMs, dealers, finance & insurance (“F&I”) firms and consumers in a global automotive market valued at approximately $8.0 trillion in 2025 according to management estimates.
Business: data stewardship and contributory sources · Filed 27/05/2026
We source, cleanse and incorporate thousands of datasets to generate unique, predictive insights at scale that are deeply embedded in client workflows, supporting the top 40 global automakers that cover 96% of global production as of December 31, 2025 according to internal data and more than 40,000 dealer customers across a global footprint spanning North America, Europe, the Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”) as of December 31, 2025.
Business: data processing and customer penetration · Filed 27/05/2026
CARFAX uses a vast proprietary data estate and brand to help consumers buy the right car at the right price, sell confidently and maintain their vehicles, while helping dealers build shopper confidence, convert more leads and drive service loyalty.
Business: CARFAX data estate and brand · Filed 27/05/2026
We serve 100% of the top 40 global carmakers, 94% of the top 100 automotive suppliers, and 100% of the top 10 investment banks as of December 31, 2025, according to internal data.
Business: customer penetration according to internal data · Filed 27/05/2026
Our data estate covers virtually all global vehicle production with over 80 million rows of actively updated data and more than 2,000 data attributes per vehicle as of December 31, 2025.
Business: global production data coverage · Filed 27/05/2026
The platform integrates comprehensive Customer Relationship Management (“CRM”) and Dealer Management Systems (“DMS”) data to identify in-market buyers, anticipate consumer behavior, personalize outreach, and optimize private offers.
Business: CRM and DMS integration · Filed 27/05/2026
Our data integrates seamlessly with OEM workflows, matching their territories, dealer networks, and competitive segments.
Business: OEM workflow integration · Filed 27/05/2026
The data is used daily across OEMs from product planners to sales operations.
Business: daily OEM usage · Filed 27/05/2026
On the CARFAX side, both Car Listings and CARFAX For Life saw rapid adoption and continued retention, now embedded in customer workflow.
Business: CARFAX adoption and continued retention · Filed 27/05/2026
We depend on contractual and license agreements with third parties to protect our proprietary data sets underlying our product and solutions.
Risk factors: dependence on contractual data protection · Filed 27/05/2026
If such agreements are not sufficiently robust or enforceable, or if counterparties fail to honor them, we would not be able to maintain the exclusivity of our data sets and the competitiveness of our products and solutions may decrease.
Risk factors: potential loss of dataset exclusivity · Filed 27/05/2026
we believe in the strength and importance of our offerings, our customers have the ability to switch to our competitors or
Competition: customers' ability to switch · Filed 07/08/2026
cease using our products. Competitive factors impacting our business include market dynamics and evolving customer
Competition: ability to cease product use · Filed 07/08/2026
CARFAX specifically, the cost of acquiring new customers is rising as major advertising platforms and vendors dial up
Innovation and brand awareness: rising customer acquisition costs · Filed 07/08/2026
revenue
83%
83%
83%
83%
International revenue
17%
17%
17%
17%
Revenue increased $29 million in the three months ended June 30, 2026 as compared to the three months ended June
Results of operations: quarterly revenue growth period · Filed 07/08/2026
30, 2025, and increased $64 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
Results of operations: first-half revenue growth period · Filed 07/08/2026
2025, primarily attributable to an increase in subscription revenue, driven primarily by price increases of approximately
Results of operations: subscription growth attributed to pricing · Filed 07/08/2026
$16 million and $36 million, respectively, and continued new business growth of approximately $8 million and
$20 million, respectively.
Results of operations: realized pricing and new-business contributions · Filed 07/08/2026
27
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B2B
The following table provides Revenue and Adjusted EBITDA information for the periods presented:
Three Months Ended
June 30,
Change
Six Months Ended
June 30,
Change
(in millions)
2026
2025
$
%
2026
2025
$
%
Revenue
$156
$150
$6
4%
$313
$295
$18
6%
Subscription revenue
$131
$124
7
6%
$261
$242
19
8%
Non-subscription revenue
$25
$26
(1)
(4)%
$52
$53
(1)
(2)%
% of total revenue:
Subscription revenue
84%
83%
83%
82%
Non-subscription revenue
16%
17%
17%
18%
U.S.
B2B results: subscription revenue growth · Filed 07/08/2026
Our businesses are primarily subscription revenue driven, as most offerings are sold on monthly, annual or multi-year subscriptions.
Business model: monthly, annual and multi-year subscriptions · Filed 27/05/2026
Our customers have no obligation to renew their contracts for our
Risk factors: no obligation to renew contracts · Filed 27/05/2026
products and solutions after the expiration of their contract periods and our customers may choose not to renew contracts for a similar mix of products and solutions.
Risk factors: contract expiry and renewal product mix · Filed 27/05/2026
The emerging availability of “off-the-shelf” AI models may increase the ability of existing and new competitors to develop technology and applications which may compete with our products and solutions.
Risk factors: competing applications using available AI models · Filed 27/05/2026
Three months ended June 30, 2026
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$53
Interest expense, net
7
Provision for income taxes
22
Operating profit (GAAP)
101
3
(22)
82
Adjusted to add:
Amortization of intangibles
48
26
—
74
Depreciation
2
1
—
3
Stock-based compensation
2
3
—
5
Transaction costs
—
20
16
36
Employee severance charges and other
—
—
2
2
Adjusted EBITDA
$153
$53
$(4)
$202
% Adjusted EBITDA margin
49%
34%
N/M
43%
(unaudited)
Three months ended June 30, 2025
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$65
Interest expense, net
4
Provision for income taxes
27
Operating profit (GAAP)
89
16
(9)
96
Adjusted to add:
Amortization of intangibles
48
26
—
74
Depreciation
2
1
—
3
Stock-based compensation
2
2
—
4
Transaction costs
—
—
2
2
Employee severance charges and other
1
4
4
9
Adjusted EBITDA
$142
$49
$(3)
$188
% Adjusted EBITDA margin
49%
33%
N/M
43%
(unaudited)
Six months ended June 30, 2026
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$108
Interest expense, net
10
Provision for income taxes
45
Operating profit (GAAP)
190
8
(35)
163
Adjusted to add:
Amortization of intangibles
95
53
—
148
Depreciation
5
2
—
7
Stock-based compensation
3
6
—
9
Transaction costs
—
33
24
57
Employee severance charges and other
—
—
2
2
Adjusted EBITDA
$293
$102
$(9)
$386
% Adjusted EBITDA margin
48%
33%
N/M
42%
Exhibit 5
(unaudited)
Six months ended June 30, 2025
CARFAX
B2B
Corporate
Total
Net income (GAAP)
$123
Interest expense, net
7
Provision for income taxes
50
Operating profit (GAAP)
166
30
(16)
180
Adjusted to add:
Amortization of intangibles
95
53
—
148
Depreciation
5
2
—
7
Stock-based compensation
5
4
—
9
Transaction costs
—
—
2
2
Employee severance charges and other
1
4
6
11
Adjusted EBITDA
$272
$93
$(8)
$357
% Adjusted EBITDA margin
48%
32%
N/M
42%
Computation of Free Cash Flow
(unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Cash provided by operating activities
135
166
189
233
Capital expenditures
(6)
(3)
(12)
(8)
Free cash flow
$129
$163
$177
$225
Exhibit 5
Non-GAAP Financial Measures - Definitions
Exhibit 5: GAAP results, adjusted EBITDA reconciliation and cash flow · Filed 07/08/2026
Prepaid and other current assets
(15)
(4)
Accounts payable and accrued expenses
(26)
(25)
Due to related parties
(19)
12
Unearned revenue
25
20
Other current liabilities
11
—
Net change in other assets and liabilities
2
(14)
Cash provided by operating activities
189
233
Investing Activities:
Capital expenditures
(12)
(8)
Purchases of equity investments
(3)
(3)
Cash used for investing activities
(15)
(11)
Financing Activities:
Proceeds from issuance of Senior Notes
1,986
—
Net transfers to Parent
(2,011)
(190)
Payments related to loan from related parties
—
(18)
Contingent consideration payments
—
(2)
Cash used for financing activities
(25)
(210)
Effect of exchange rate changes on cash
(1)
1
Net change in cash and cash equivalents
148
13
Cash and cash equivalents at beginning of period
38
27
Cash and cash equivalents at end of period
$186
$40
Supplemental non-cash disclosures:
Consolidation of Canada Carfax Loan
$230
$—
Accrued debt issuance costs
$5
$—
See accompanying Notes to the Condensed Combined Financial Statements
6
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MOBILITY GLOBAL INC.
Cash flow statement: operating cash, investment and financing · Filed 07/08/2026
Right of use assets
33
16
Goodwill
8,845
8,845
Other intangible assets, net
3,640
3,789
Other non-current assets
58
45
Total assets
$13,060
$12,995
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$63
$56
Due to related parties – current
—
19
Accrued compensation and contributions to retirement plans
41
64
Unearned revenue
102
78
Other current liabilities
42
45
Total current liabilities
248
262
Long-term debt
1,981
—
Operating lease liabilities
27
11
Deferred tax liability, net
967
1,006
Due to related parties – non-current
—
230
Other non-current liabilities
2
1
Total liabilities
3,225
1,510
Commitments and Contingencies (Note 8)
Equity:
Parent company investment
9,833
11,489
Accumulated other comprehensive income (loss)
2
(4)
Total equity
9,835
11,485
Total liabilities and equity
$13,060
$12,995
See accompanying Notes to the Condensed Combined Financial Statements
5
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MOBILITY GLOBAL INC.
Balance sheet: recorded long-term debt · Filed 07/08/2026
During the three months ended June 30, 2026, the Company used the net proceeds from the Senior Notes, after
Debt note: use of Senior Notes proceeds · Filed 07/08/2026
deducting discounts and commissions to the initial purchasers, to pay a $2.0 billion dividend to S&P Global as
Debt note: dividend to S&P Global · Filed 07/08/2026
consideration for the transfer of certain assets, liabilities and entities to Mobility Global in connection with the Separation.
Debt note: dividend consideration for separation transfers · Filed 07/08/2026
(3)
Represents PSU awards, including: (i) SPGI PSUs granted in 2024 and 2025 that are each scheduled to vest at the end of a three-year performance period (January 1, 2024 – December 31, 2026 for the 2024 grants, and January 1, 2025 – December 31, 2027 for the 2025 grants) and to pay out by March of the following year, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a Cumulative Adjusted EPS goal and (ii) CARFAX PSUs granted in 2024 and 2025 that are each scheduled to vest at the end of a three-year performance period (January 1, 2024 – December 31, 2026 for the 2024 grants, and January 1, 2025 – December 31, 2027 for the 2025 grants)
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and to pay out by March of the following year, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a Cumulative Adjusted EBITA goal for CARFAX U.S.
Executive compensation: actual PSU awards and performance conditions · Filed 27/05/2026
Because of their current or former positions with S&P Global, following the Separation, some of our directors and executive officers will continue to own shares of S&P Global common stock or have options to acquire shares of S&P Global common stock, and the individual holdings may be significant for some of these individuals compared to their total assets.
Risk factors: continuing executive and director holdings in S&P Global · Filed 27/05/2026
2026, the Board adopted the Mobility Global Inc.
Executive compensation: Board adoption of incentive plan · Filed 26/06/2026
2026 Long Term Incentive Plan (the “LTIP”).
Executive compensation: adopted 2026 Long Term Incentive Plan · Filed 26/06/2026
Eager’s annual target incentive opportunity to 150% of base salary, effective
CEO compensation: approved target incentive percentage · Filed 26/06/2026
July 1, 2026 and (iii) a grant of RSUs having a grant date value of $2,500,000, to be granted on or around
CEO compensation: effective date and contemplated RSU award · Filed 26/06/2026
September 1, 2026, subject to further approval by the Board, which grant will vest in substantially equal annual installments over
three years from the grant date.
CEO compensation: future RSU award subject to further approval · Filed 26/06/2026
Annual Incentive Plan (the “AIP”). The AIP will govern annual bonuses for
Annual Incentive Plan: adopted plan and bonus coverage · Filed 26/06/2026
the Company’s executive officers following the Separation and provides the Nominating and Compensation Committee of the Board
Annual Incentive Plan: post-separation executive bonuses · Filed 26/06/2026
with discretion to establish terms and conditions for such annual bonuses.
Annual Incentive Plan: committee discretion over bonus conditions · Filed 26/06/2026
Board Independence
Our Board of Directors has determined that each of the Company’s non-employee directors have met the independence requirements of the NYSE based upon the application of objective categorical standards adopted by our Board of Directors.
Management: nonemployee director independence determination · Filed 27/05/2026
that, as of the end of such period, these disclosure controls and procedures were effective.
Controls and procedures: effectiveness conclusion · Filed 07/08/2026
30, 2026, the Company relied on certain processes and internal controls over financial reporting performed by S&P Global.
Controls and procedures: reliance on parent processes · Filed 07/08/2026
directors of Mobility Global were appointed to the Audit and Nominating and Compensation Committees of the Board (the “Committees”)
Governance: actual Audit and Nominating and Compensation Committee appointments · Filed 02/07/2026
effective as of 12:01 a.m. New York City time on July 1, 2026.
Governance: committee appointments effective July 1, 2026 · Filed 02/07/2026
•Entered Europe’s largest automotive market with the launch of CARFAX Germany
Recent business highlights: CARFAX Germany launch · Filed 07/08/2026
•The term “Distribution Date” refers to July 1, 2026, the date on which the Distribution occurred.
Definitions: completed distribution on July 1, 2026 · Filed 07/08/2026
2. Summary of Significant Accounting Policies
Basis of Presentation
Throughout the periods included in these condensed combined financial statements, Mobility Global operated as part
Accounting policies: historical operation within parent · Filed 07/08/2026
of S&P Global. The condensed combined financial statements have been prepared on a carve-out basis and are derived
Accounting policies: carve-out presentation · Filed 07/08/2026
a net decrease in cash provided by working capital accounts.
Liquidity: working-capital explanation for operating cash decline · Filed 07/08/2026
The decrease in Cash provided by operating activities was primarily due to
Liquidity: explanation of decline in operating cash · Filed 07/08/2026
