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 2931, 2025

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

Illinois(State or other jurisdictionof incorporation)

000-51280(CommissionFile Number)

36-3297908(I.R.S. EmployerIdentification No.)

Illinois

000-51280

36-3297908

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

60602(Zip Code)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

N/A

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

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:

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))

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. ¨

~~Title~~Item of1.01 ~~Each~~Entry ~~Class~~into ~~Trading~~a ~~Symbol~~Material ~~Name~~Definitive ~~of Each Exchange on Which Registered Common stock, no par value MORN The Nasdaq Stock Market LLC~~Agreement.

~~Item~~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”).02 The Credit Agreement also provides for the issuance of up to $50. ~~Results~~0 million of ~~Operations~~letters of credit and ~~Financial~~a ~~Condition~~$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.

OnThe ~~October~~interest ~~29,~~rate ~~2025,~~applicable ~~Morningstar,~~to ~~Inc.~~loans ~~(the~~under ~~"Company" or "we") issued a press release announcing its financial results for~~ the ~~quarter~~Credit ~~ended~~Agreement ~~September~~will be ~~30,~~based ~~2025~~on (the ~~"Earnings Release"). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Additionally~~SOFR, ~~on October 29~~SONIA, ~~2025~~EURIBOR, ~~the~~Term ~~Company~~CORRA ~~published~~or aBBSY ~~Supplemental~~depending ~~Presentation.~~on Athe ~~copy~~currency of the ~~Supplemental~~loan ~~Presentation~~and iswill ~~attached~~include ~~hereto~~an asapplicable ~~Exhibit~~margin ~~99.2~~for such ~~and~~loans ~~incorporated~~(ranging ~~herein~~between ~~by reference~~1.05% ~~The Earnings Release~~ and ~~Supplemental~~1.425%, ~~Presentation~~based ~~shall~~on ~~each~~Morningstar’s beconsolidated ~~deemed~~net ~~furnished,~~leverage ~~not~~ratio) ~~filed,~~and ~~for~~other ~~purposes~~applicable ofadjustments as ~~this~~further ~~Current~~described ~~Report~~in onthe ~~Form~~Credit ~~8-K (this "Report")~~Agreement.

~~Item~~The 7Company is subject to various affirmative and negative covenants and reporting obligations under the Facility.01 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. ~~Regulation~~50 FDto ~~Disclosure~~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.

OnThe ~~October~~Company’s 29and the Designated Borrowers’ obligations under the Credit Agreement are unconditionally guaranteed by the Company’s subsidiaries, ~~2025~~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 ~~published~~(with certain exceptions) which as a ~~Shareholder~~result ~~Letter~~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. ~~The~~Certain foreign ~~Shareholder~~subsidiaries ~~Letter~~of isthe ~~included~~Company are Designated Borrowers (as ~~Exhibit~~defined ~~99.3~~in tothe ~~this~~Credit ~~Report~~Agreement) and ~~incorporated~~the ~~herein~~Company bymay ~~reference.~~also ~~The~~add ~~Shareholder~~additional foreign ~~Letter~~subsidiary ~~shall~~borrowers under the Credit Agreement. Additionally, there will be ~~deemed~~restrictions ~~furnished~~on the Company’s and its subsidiaries’ and certain of its affiliates’ ability to, ~~not~~among ~~filed~~other things, ~~for~~pay ~~purposes~~dividends ofwith ~~this~~respect ~~Report~~to its capital stock.

~~Additionally,~~The onforegoing ~~October~~summary ~~29, 2025, the Company's Board~~ of ~~Directors approved (i)~~ the ~~termination~~Credit ofAgreement ~~the~~does ~~Company's~~not ~~three-year~~purport ~~$500~~to ~~million~~be complete ~~share~~and ~~repurchase~~is ~~program~~qualified ~~effective~~in ~~January~~its 1,entirety ~~2023,~~by ~~under~~reference ~~which~~to ~~repurchases~~the ~~were~~complete ~~completed~~terms inof ~~October~~the ~~2025~~Credit Agreement, ~~and (ii)~~ a ~~new~~copy ~~three-year~~of ~~share~~which ~~repurchase~~is ~~program~~filed ~~that~~with ~~authorizes~~this Current ~~the~~Report ~~Company~~on toForm ~~repurchase~~8-K upas toExhibit $10.1, ~~billion~~and inis ~~shares~~incorporated ofherein ~~the~~by ~~Company's outstanding common stock, effective October 31, 2025~~reference.

~~The information set forth under~~ Item 21.02, ~~"Results~~Termination of ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition" is incorporated herein by reference~~Agreement.

~~Information~~The orinformation ~~documents~~set onforth ~~the Company's website referred to~~ in ~~this~~Item ~~Report~~1.01 orof ~~in the exhibits to~~ this Current Report ~~are~~on ~~not~~Form 8-K is incorporated herein by reference ~~into this Report~~.

~~Cautionary~~Item ~~Note~~2.03 ~~Regarding~~Creation ~~Forward~~of a Direct Financial Obligation or an Obligation under an Off-~~Looking~~Balance ~~Statements~~Sheet Arrangement.

~~This~~The ~~Report~~information ~~contains~~set ~~forward-looking~~forth ~~statements as that term is used~~ in ~~the~~Item ~~Private~~1.01 ~~Securities Litigation Reform Act~~ of ~~1995.~~this ~~These~~Current ~~statements~~Report ~~are based~~ on ~~our current expectations about future events or future financial performance. Forward~~Form 8-~~looking~~K ~~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~~incorporated ~~to,"~~herein ~~"maintain,"~~by "may," "might," "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 expressionsreference. 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 close the Center for Research in Security Prices (“CRSP”) acquisition of a timely basis or at all, failing to achieve the anticipated benefits of the CRSP acquisition, 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~~Item and service offerings or meet or anticipate our clients’ changing needs; the 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 and business continuity programs to address materially disruptive events; failure of our strategic transactions, 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; 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 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 of recently issued accounting pronouncements on our consolidated financial statements and related disclosure; and failing to protect our intellectual property rights or claims of intellectual property infringement against us3. ~~A more complete description of these risks and uncertainties, among others, can be found in our filings with the SEC, including our most recent Reports on Forms 10-K and 10-Q~~03. IfMaterial ~~any~~Modification ~~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~~Rights ~~our forward-looking statements as a result~~ of ~~new~~Security ~~information, future events, or otherwise, except as may be required by law~~Holders. You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties, and assumptions in our future filings with the SEC on Forms 10-K, 10-Q, and 8-K.

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	~~Description~~
99.1		Earnings Release dated October 29, 2025.
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.
99.2		Supplemental Presentation dated October 29, 2025.
104	The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
99.3		Shareholder Letter dated October 29, 2025.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

~~_____________________________________________________________________________________~~2

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.		~~MORNINGSTAR, INC.~~
Date: October 29, 2025			By:/s/ Michael Holt
Date: October 31, 2025	By:	/s/ Michael Holt
			Name: Michael Holt
	Name:	Michael Holt
			Title: Chief Financial Officer
	Title:	Chief Financial Officer

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