[8-K] Morningstar, Inc. Reports Material Event

Rhea-AI Filing Summary

Morningstar, Inc. filed an 8-K reporting a material event and included a broad cautionary statement of forward-looking risks. The disclosure lists specific business and operational risks that could affect future results, including the failure to consummate the CRSP transaction, cybersecurity and data protection failures, regulatory or compliance actions, challenges in recruiting and retaining talent, potential defects in products or automated advisory tools, acquisition and divestiture execution risk, rising interest rates and indebtedness pressure, and risks from artificial intelligence integration. The filing refers readers to its SEC reports for a fuller description and notes Item 9.01 exhibits were included.

Positive

• None.

Negative

• Risk that the CRSP transaction may not be consummated, which could prevent intended strategic benefits
• Cybersecurity and data protection failures that could lead to liability and reputational harm
• Potential negative impact from rising interest rates and indebtedness on cash flow and financial flexibility
• Execution risk on strategic transactions, acquisitions, divestitures, and investments that may not yield expected benefits
• Operational and product risk, including defects in automated advisory tools and failures in business continuity

Insights

Securities Analyst

TL;DR: The 8-K is a risk-focused disclosure highlighting a significant pending transaction and multiple operational risks that could materially affect results.

Morningstar emphasizes a wide range of potential downside scenarios rather than new financial results. The explicit mention of a possible failure to complete the CRSP transaction is material because it could alter strategic plans tied to that deal. The breadth of operational risks—cybersecurity, regulatory, product defects, AI integration, and debt sensitivity to rising rates—signals management is disclosing common but meaningful exposures investors should note. The filing directs readers to existing 10-K/10-Q disclosures for greater detail, indicating this 8-K supplements prior risk disclosure rather than presenting new metrics.

Risk & Compliance Specialist

TL;DR: The company enumerates multiple control and execution risks, with cybersecurity and transaction completion highlighted as key concerns.

From a compliance perspective, the language is comprehensive and appears intended to reduce litigation risk by cataloging likely adverse events. Highlighting cybersecurity, data liability, third-party dependence, insurance adequacy, and tax/accounting complexity suggests management recognizes several control gaps or elevated exposures. The specific call-out of the CRSP transaction failure risk makes the filing relevant for stakeholders tracking strategic deals. As presented, the disclosure is precautionary and informational rather than announcing an adverse event.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

Illinois (State or other jurisdiction of incorporation)

000-51280 (Commission File Number)

36-3297908 (I.R.S. Employer Identification No.)

22 West Washington Street Chicago, Illinois (Address of principal executive offices)

60602 (Zip Code)

(312) 696-6000 (Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report) __________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common stock, no par value			MORN			The Nasdaq Stock Market LLC

Item 7.01.    Regulation FD Disclosure

In accordance with Morningstar, Inc.’s (the “Company”) policy regarding public disclosure of corporate information, investor questions received by the Company through August 31, 2025, and Company responses (the “Investor Q&A”) are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and incorporated herein by reference. The Investor Q&A shall be deemed furnished, not filed, for purposes of this Report.

Information or documents on the Company's website referred to in the Investor Q&A are not incorporated by reference into this Report.

Caution Concerning Forward-Looking Statements

This Report, including the document incorporated by reference herein, contains forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “aim,” “committed,” “consider,” “estimate,” “future,” “goal,” “ is designed to,” “maintain,” “may,” “objective,” “ongoing,” “could,” “expect,” “intend,” “plan,” “possible,” “potential,” “seek,” “anticipate,” “believe,” “predict,” “prospects,” “continue,” “strategy,” “strive,” “will,” “would,” “determine,” “evaluate,” or the negative thereof, and similar expressions. These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. For us, these risks and uncertainties include, among others:

• failing to consummate the CRSP transaction or achieve the intended benefits thereof on a timely basis or at all;

• failing to maintain and protect our brand, independence, and reputation;

• failure to prevent and/or mitigate cybersecurity events and the failure to protect confidential information, including personal information about individuals;

• changing economic conditions, including prolonged volatility, recessions, or downturns affecting the financial sector and global financial markets, and the impacts of global trade policies, may negatively impact our financial results, including those of our asset-based businesses;

• compliance failures, regulatory action, or changes in laws applicable to our regulated businesses;

• failing to innovate our product and service offerings or meet or anticipate our clients’ changing needs;

• impact of artificial intelligence technologies on our business and reputation, and the legal risks as they are incorporated into our products and tools;

• failure to detect errors in our products or failure of our products to perform properly due to defects, malfunctions or similar problems;

• failing to recruit, develop, and retain qualified employees;

• failing to scale our operations and increase productivity in order to implement our business plans and strategies;

• liability for any losses that result from errors in our automated advisory tools or errors in the use of the information and data we collect;

• inadequacy of our operational risk management, business continuity programs to address materially disruptive event;

• failure of our strategic transaction, acquisitions, divestitures and investments in companies or technologies to yield expected business or financial benefits, negatively impacting our operating results and our ability to deliver long-term value to shareholders;

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• failing to maintain growth across our businesses due to changes in geopolitics and the regulatory landscape;

• liability relating to the information and data we collect, store, use, create, and distribute or the reports that we publish or are produced by our software products;

• the potential adverse effect of our indebtedness (and rising interest rates) on our cash flow and financial and operational flexibility;

• liability, costs and reputational risks relating to environmental, social and governance considerations;

• our dependence on third-party service providers in our operations;

• inadequacy of our insurance coverage;

• challenges in accounting for tax complexities in the global jurisdictions we operate in could materially affect our tax obligations and tax rates;

• the potential and impact of vendor consolidation and clients' strategic decisions to replace our products and services with in-house products and services;

• our ability to build and maintain short-term and long-term shareholder value and pay dividends to our shareholders;

• our ability to maintain existing business and renewal rates and to gain new business;

• the impact on recently issued accounting pronouncements on our consolidated financial statements and related disclosures; and

• failing to protect our intellectual property rights or claims of intellectual property infringement against us.

A more complete description of these risks and uncertainties can be found in our filings with the Securities and Exchange Commission (SEC), including our most recent Reports on Form 10-K and 10-Q. If any of these risks and uncertainties materialize, our actual future results and other future events may vary significantly from what we expect. We do not undertake to update our forward-looking statements as a result of new information, future events, or otherwise, except as may be required by law. You are advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties, and assumptions in our filings with the SEC on Forms 10-K, 10-Q, and 8-K.

Item 9.01. Financial Statements and Exhibits.

    (d)    Exhibits:

Exhibit No.						Description
99.1						Investor Q&A.
104						The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

_____________________________________________________________________________________

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						MORNINGSTAR, INC.
Date: September 26, 2025						By:/s/ Michael Holt
						Name: Michael Holt
						Title: Chief Financial Officer

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FAQ

What material event does Morningstar's 8-K report mention for MORN?

The filing reports a material event and provides forward-looking risk disclosures, specifically noting the risk that the CRSP transaction may fail to be consummated.

Does the 8-K detail financial results or earnings for MORN?

No. The content provided contains forward-looking risk statements and references exhibits under Item 9.01 but does not include financial results or earnings data.

What major operational risks does Morningstar identify in the filing?

The filing cites cybersecurity failures, regulatory/compliance risks, product defects, AI integration risks, talent retention issues, third-party dependencies, and insurance inadequacy.

Where can investors find more detailed risk information referenced in the 8-K?

The filing directs readers to Morningstar's SEC reports, including its most recent 10-K and 10-Q, for a more complete description of risks and uncertainties.

Does the 8-K announce completion or termination of the CRSP transaction?

No. The provided text only discloses the risk that the CRSP transaction may not be consummated; it does not announce completion or termination.