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2025-10-31
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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): October 31, 2025
MORNINGSTAR,
INC.
(Exact
name of registrant as specified in its charter)
| Illinois |
000-51280 |
36-3297908 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
| 22
West Washington Street |
|
| Chicago,
Illinois |
60602 |
| (Address
of principal executive offices) |
(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:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 31, 2025 Morningstar, Inc. (“Morningstar”
or the “Company”), certain foreign subsidiaries of the Company as designated
borrowers (the “Designated Borrowers”) and certain subsidiaries of the Company as guarantors entered into a new
Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent, L/C Issuer and Swingline
Lender (the “Agent”) and the other lenders party thereto. The Credit Agreement provides Morningstar with a
multi-currency credit facility with a borrowing capacity of up to $1.5 billion, including a five-year $750.0 million revolving
credit facility (the “Revolving Credit Facility”), a five-year delayed draw term facility of up to $375.0 million (the
“A-1 Facility”) and a three-year $375.0 million term facility (the “A-2 Facility” and, together with the A-1
Facility and the Revolving Credit Facility, the “Facility”). The Credit Agreement also provides for the issuance of up
to $50.0 million of letters of credit and a $100.0 million sublimit for a swingline facility under the Revolving Credit Facility. In
connection with the entry into the Credit Agreement, the Company terminated its existing credit agreement, dated as of May 6, 2022,
among the Company, certain subsidiaries of the Company, Bank of America, N.A. and the other lenders party thereto (as amended,
restated or supplemented from time to time, the "Existing Credit Agreement"). As of October 31, 2025, the aggregate principal
balance outstanding under the Revolving Credit Facility was $170.0 million, which represents a rollover of amounts outstanding under
the Company’s previous credit agreement. The proceeds of borrowings under the Facility may be used to refinance existing
indebtedness (including all amounts borrowed under the Existing Credit Agreement), pay fees and expenses in connection with the
Facility and for other lawful corporate purposes.
The interest rate applicable to loans under the Credit Agreement will
be based on the SOFR, SONIA, EURIBOR, Term CORRA or BBSY depending on the currency of the loan and will include an applicable margin for
such loans (ranging between 1.05% and 1.425%, based on Morningstar’s consolidated net leverage ratio) and other applicable adjustments
as further described in the Credit Agreement.
The Company is subject to various affirmative and negative covenants
and reporting obligations under the Facility. These include, among others, that (i) the Company shall have a Consolidated Net Leverage
Ratio as of the end of any fiscal quarter of the Company of not greater than 3.50 to 1.00; provided that, solely with respect to the four
fiscal quarters following any Material Acquisition (as defined in the Credit Agreement), the Consolidated Net Leverage Ratio determined
as of the end of such four fiscal quarters shall not be greater than 4.00 to 1.00 (ii) the Company shall have a Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of not less than 3.00 to 1.00.
The Company’s and the Designated Borrowers’ obligations
under the Credit Agreement are unconditionally guaranteed by the Company’s subsidiaries, Morningstar Investment Management LLC,
Morningstar Research Services LLC, Morningstar Ratings Holding Corp. and PitchBook Data, Inc., and will in the future be guaranteed by
any other domestic subsidiary of the Company (with certain exceptions) which as a result of an Investment, Disposition of assets by the
Borrower or any Subsidiary or Acquisition contributes 10% or more of the consolidated revenue of the Company in any fiscal year. Certain
foreign subsidiaries of the Company are Designated Borrowers (as defined in the Credit Agreement) and the Company may also add additional
foreign subsidiary borrowers under the Credit Agreement. Additionally, there will be restrictions on the Company’s and its subsidiaries’
and certain of its affiliates’ ability to, among other things, pay dividends with respect to its capital stock.
The foregoing summary of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete terms of the Credit Agreement, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description |
| 10.1 |
Credit Agreement, dated as of October 31, 2025, by and among Morningstar, Inc., certain subsidiaries of Morningstar, Inc., Bank of America, N.A. and the other lenders party thereto. |
| 104 |
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
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: October 31, 2025 |
By: |
/s/ Michael Holt |
| |
Name: |
Michael Holt |
| |
Title: |
Chief Financial Officer |
