Morningstar, Inc. SEC Filings

Morningstar, Inc. furnished an Investor Q&A under Item 7.01 (Regulation FD) as Exhibit 99.1. The Q&A compiles investor questions received primarily through September 30, 2025 and the company’s responses. It is expressly deemed furnished, not filed, and references to the company’s website are not incorporated by reference.

The filing includes a forward‑looking statements caution. Listed uncertainties span execution and integration risks related to the CRSP acquisition, brand and reputation, cybersecurity and data protection, macroeconomic and interest‑rate volatility affecting asset‑based businesses, compliance and regulatory changes, product innovation, potential impacts and legal considerations of AI technologies, product performance errors, talent retention, scaling and cost management, operational resilience, transaction outcomes, indebtedness and interest costs, ESG‑related liabilities, third‑party dependencies, insurance adequacy, tax complexities, vendor consolidation, renewal and new business dynamics, and protection of intellectual property.

Morningstar (MORN) Executive Chairman, Director, and 10% owner reported open-market sales of common stock under a Rule 10b5-1 plan adopted on November 15, 2024. Across November 3–4, 2025, the reporting person sold a total of 14,168 shares in multiple trades with weighted average prices reported at $211.708, $212.5344, $213.5507, $212.9336, $213.8782, and $214.5935.

After the transactions, directly held shares were 8,686,647. Additional indirect holdings were reported as 5,948,127 shares held by grantor retained annuity trusts and 150,000 shares held in trusts for the reporting person’s children.

Morningstar, Inc. entered a new multi-currency credit agreement providing up to $1.5 billion in borrowing capacity. The facility includes a five-year $750.0 million revolving credit facility, a five-year delayed draw term facility of up to $375.0 million (A-1), and a three-year $375.0 million term facility (A-2). It replaces the company’s May 2022 credit agreement.

As of October 31, 2025, $170.0 million was outstanding under the revolver, representing a rollover from the prior facility. Borrowings may be used to refinance existing debt, pay fees and expenses related to the facility, and for other lawful corporate purposes. Interest is based on SOFR, SONIA, EURIBOR, Term CORRA, or BBSY plus a margin of 1.05%–1.425% tied to the consolidated net leverage ratio.

Covenants include a maximum consolidated net leverage ratio of 3.50x (stepping to 4.00x for four quarters after a Material Acquisition) and a minimum consolidated interest coverage ratio of 3.00x. Certain subsidiaries guarantee the obligations, and dividend payments are restricted.

Morningstar, Inc. reported third-quarter results with higher revenue and operating profit. Revenue rose to $617.4 million from $569.4 million, while operating income increased to $127.8 million from $115.5 million. Net income was $91.6 million versus $119.7 million a year ago, reflecting the prior-year gain on a business sale; diluted EPS was $2.17 versus $2.77.

For the first nine months, revenue reached $1,804.4 million (from $1,684.1 million) and operating income was $367.0 million (from $316.6 million); net income was $259.1 million. Segment momentum included stronger transaction-based revenue in Morningstar Credit and continued growth in PitchBook and the Morningstar Direct Platform. Deferred revenue increased to $563.9 million current, supporting forward visibility.

Cash from operations was $385.7 million year-to-date. The company repurchased $391.7 million of shares in 2025, including $172.0 million in Q3. Total debt rose to $848.9 million, including a $150.0 million revolver draw. Morningstar announced a pending acquisition of CRSP for approximately $375.0 million in cash, subject to customary approvals. The quarterly dividend was $0.46 per share.

Morningstar, Inc. furnished its quarterly materials and announced a new share repurchase authorization. The company issued an Earnings Release for the quarter ended September 30, 2025 and a Supplemental Presentation, and published a Shareholder Letter; each is furnished as Exhibits 99.1, 99.2, and 99.3.

The Board approved termination of the prior three-year $500 million repurchase program, under which repurchases were completed in October 2025, and authorized a new three-year program to repurchase up to $1 billion of common stock, effective October 31, 2025.

Morningstar, Inc. announced a leadership transition in its revenue organization. Chief Revenue Officer Daniel Dunn informed the company on October 8, 2025 that he will depart to pursue another opportunity, effective November 21, 2025. Julie Willoughby, currently Head of Global Sales, will replace Mr. Dunn effective November 21, 2025. Willoughby brings over 25 years of experience at the company in client-facing and sales roles.

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.

Morningstar, Inc. reported that it has entered into a definitive agreement to acquire the Center for Research in Security Prices, LLC, a subsidiary of the University of Chicago, for $375.0 million. The deal is subject to customary closing conditions, including regulatory approval, and is expected to close in the fourth quarter of 2025.

The company disclosed this transaction under a Regulation FD disclosure, and attached the related press release as an exhibit, highlighting the planned expansion of its capabilities through this acquisition once completed.

Morningstar, Inc. announced that its Board of Directors has approved a regular quarterly cash dividend of 45.5 cents per share. The dividend will be paid on October 31, 2025 to shareholders who are on record as of October 3, 2025. This payment continues Morningstar’s practice of returning cash to shareholders through recurring dividends.