SEC Form DEF 14A filed by Morningstar Inc.

A Message from Joe Mansueto & Kunal Kapoor

Morningstar, Inc.

Notice of Annual Shareholders’ Meeting

To be held on May 7, 2026

March 27, 2026

Dear Shareholder:

You are invited to attend our 2026 annual shareholders’ meeting, which will be held at 9 a.m., Central time, on Thursday, May 7, 2026 at our corporate headquarters located at 22 W. Washington St., Chicago, Illinois 60602. In order to facilitate participation by all of our shareholders, the annual shareholders’ meeting will also be webcast live.

We are holding the annual shareholders’ meeting for the following purposes:

We encourage you to read our proxy statement, which follows this notice, for additional information on these proposals.

You may vote at the meeting and any postponements or adjournments of the meeting if you were a shareholder of record as of the close of business on March 9, 2026, the record date for the meeting. To ensure that your vote is recorded, please vote as soon as possible, even if you plan to attend the annual shareholders’ meeting.

We expect to mail a Notice of Internet Availability of Proxy Materials on or about March 27, 2026, containing instructions on how to access our proxy statement, notice of annual shareholders’ meeting, form of proxy and our annual report to shareholders entitled to vote at the annual shareholders’ meeting.

For further details, please refer to the question “How do I vote?” on Page 74. If you have any questions concerning the meeting or the proposals, please contact our Investor Relations department at [email protected].

By order of the Board of Directors,

Robyn Koyner

Corporate Secretary

Cautionary Statements

This proxy statement contains, and statements made by Morningstar and its representatives at the annual shareholders’ meeting may contain, 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,” “assume,” “committed,” “consider,” “drive,” “ensure,” “goal,” “likely,” “maintain,” “ongoing,” “opportunities,” “target,” “may,” “could,” “expect,” “intend,” “plan,” “seek,” “believe,” “estimate,” “potential,” “prospects,” “continue,” “future,” “should,” “strategy,” “will,” “would,” “is designed to,” 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. We describe risks and uncertainties that could cause actual results and events to differ materially in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of our most recent Forms 10-K and 10-Q. If any of these risks and uncertainties materialize, our future results may vary significantly from what we expected. We do not undertake to update our forward-looking statements as a result of new information or future events, 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 Securities and Exchange Commission (SEC) on Forms 10-K, 10-Q, and 8-K.

Information or documents on our website referred to in this proxy statement are not incorporated by reference into this proxy statement or any other proxy materials.

In addition, this proxy statement references non-GAAP financial measures including, but not limited to, adjusted revenue and adjusted operating income. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. A definition of those non-GAAP financial measures and reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measure is included in the appendix to this proxy statement.

Table of Contents

Proxy Statement Summary

This summary highlights key elements of our proxy statement. Before voting, you should review the entire proxy statement along with our 2025 Annual Report.

Annual Shareholders’ Meeting Information

Date: May 7, 2026

Time: 9 a.m. Central time

Record Date: March 9, 2026

Ways to Participate in our Annual Shareholders’ Meeting:

Even if you plan on attending our meeting on May 7, 2026, please vote as soon as possible before the meeting by:

A webcast replay of the annual shareholders’ meeting will also be archived in the Investor Relations area of our corporate website, shareholders.morningstar.com. For additional information on the annual shareholders’ meeting, please refer to the section titled “Questions and Answers About the Annual Shareholders’ Meeting and the Proxy Materials.”

Annual Shareholders’ Meeting Proposals and Board Recommendations

About Morningstar, Inc.

Morningstar, Inc. is a leading provider of independent investment insights in North America, Europe, Australia, and Asia. The Company offers an extensive line of products and services for individual investors, financial advisors, asset managers and owners, retirement plan providers and sponsors, institutional investors in the debt and private capital markets, and alliances and redistributors. Morningstar provides data and research insights on a wide range of investment offerings, including managed investment products, publicly listed companies, private capital markets, debt securities, and real-time global market data. Morningstar also offers investment management services through its investment advisory subsidiaries, with approximately $378 billion in assets under management and advisement as of December 31, 2025. The Company operates through wholly owned subsidiaries in 32 countries. For more information, visit www.morningstar.com/company. Follow Morningstar on LinkedIn @Morningstar.

2025 Financial Snapshot

* Adjusted operating income is a non-GAAP measure. See reconciliation table in the appendix to this proxy statement.

Corporate Governance Highlights

Through active oversight, counseling and guidance, our experienced and engaged Board supports our management team’s efforts to advance Morningstar’s strategies and deliver long-term value to our shareholders.

Our Nominating and Corporate Governance Committee (NCGC) regularly evaluates our governance practices to reflect current trends, regulatory changes, and recognized best practices.

Director Nominee Highlights

Our director nominees have the skills, experience and background expected to support the Board’s strategic oversight responsibilities and advance the interests of Morningstar and its shareholders.

Our business and the industry we operate in are dynamic and we offer a variety of products and solutions that serve a wide range of market participants. Morningstar strives to maintain a Board that possesses a combination of skills, professional experience, different backgrounds, and tenure necessary to effectively oversee the Company’s business and advance its long-term strategy. Using this lens, our NCGC regularly reviews the composition and skill sets of our Board members. At the annual shareholders’ meeting, Gail Landis, who has reached mandatory retirement age under the Company’s director retirement policy and has completed more than ten years of service, will not be standing for reelection. The remaining 10 directors currently serving (including Steve Joynt, who has reached the age of 73, but has not yet completed ten years of Board service) are standing for reelection at the annual shareholders’ meeting. The Board has reduced the size of the Board to ten directors, effective upon the conclusion of the annual shareholders’ meeting.

Director Nominee Summary

Nominee Composition Snapshot

Executive Compensation Highlights

Our executive compensation program is designed to align compensation with long-term value creation while attracting and retaining talented executives.

Morningstar has a strong pay for performance philosophy, with a significant portion of our 2025 target pay mix for our named executive officers (NEOs) performance-based and variable — 92% for the chief executive officer (CEO) and 79% for our other NEOs, on average. As described in more detail in this proxy statement, in 2025 our bonus funding formula resulted in a payout of 115.5%; however, due to a small number of delayed product deliveries, the CEO recommended and the Compensation Committee approved the application of negative discretion to reduce the 2025 payout under our annual incentive plan to 111.4%. Our market stock units (MSUs) earned below-target payouts of 82.0% and 28.8% for awards granted in May 2022 and November 2022, respectively, tied to our 3-year absolute total shareholder return (TSR) performance.

2025 CEO / NEO Compensation Mix⁽¹⁾

(1) Stretch PSUs are excluded from these graphs as there is no grant date fair value for the awards given achievement of the performance-based conditions was not deemed probable as of the grant date.

(2) Reflects average target compensation for Michael Holt and Danny Dunn and excludes Kunal Kapoor and Joe Mansueto.

People Highlights

At Morningstar, our people are one of our most important assets. We aim to foster an environment where the people who power our mission know their ideas are welcome, their voices are heard, and their contributions are rewarded.

Our human capital management efforts are managed by our chief people officer and implemented with support from leaders across the Company, with oversight from our CEO and Board. The Compensation Committee of our Board approves incentive plan design and performance goals and reviews emerging compensation policies, practices, and potential risks. In addition, human capital management efforts are implemented by leaders across the Company.

We seek to align our employees around Morningstar’s values as we use them to guide our business. This shared set of values is: Champion the Investor; Dream Big, Drive Change; Execution is Everything; Growth Mindset; and One Team.

Our Teams

We believe the collective mix of our different backgrounds and experiences makes us a stronger global firm. Our development of teams helps us understand businesses and markets and engage customers around the world. As a global employer, our goal is to foster inclusive environments that encourage open dialogue, spark creativity, and fuel innovation that may lead to better business outcomes.

As of December 31, 2025, we had 10,973 permanent full-time employees around the world. Approximately 43% of our employees work in India, 29% in the US, 10% in Continental Europe, 7% in Canada, 6% in the UK, and the remainder in Australia, Asia (ex-India), and other regions.

Employee Data

Morningstar’s global turnover remained flat at 17% in 2025. Involuntary turnover increased to 5% in 2025 from 4% in 2024, while voluntary turnover decreased from 13% in 2024 to 12% in 2025.

In addition to tracking and analyzing retention, our organization’s people analytics team actively monitors and shares semi-annual metrics related to the employee experience, including employee satisfaction, intent to stay, discretionary effort, and enablement. We also evaluate perceptions of managers, psychological safety, and overall well-being through surveys, focus groups, and exit interviews.

Based on our average measurement across the year, Morningstar’s overall engagement score increased to 66% from 64% in 2024. Our people and culture team, in partnership with our executive leadership, remain committed to monitoring feedback and implementing changes to support employees.

Morningstar’s efforts to reward and support our colleagues reflect our belief that people are central to our success. We offer a variety of benefits through a total rewards package that supports the financial, physical, emotional, and social well-being of our colleagues. In 2025, we rolled out a peer-to-peer rewards and recognition system designed to reinforce our shared values resulting in over 29,000 individual and team recognitions. In 2025, we enhanced our educational stipend program to further support both the personal and professional development of our employees, allowing colleagues to use up to 50% of the stipend for wellness purposes, such as gym memberships, sports equipment, and nutrition coaching. Since the stipend enhancement, participation in the program has increased to more than 85%.

Professional Growth

Morningstar offers a variety of educational and career development programs designed to ensure ongoing growth opportunities and a meaningful set of development experiences for our colleagues across the globe. Notably, we offer our employees annual educational stipends to spend on their choice of professional development resources, while also providing financial support for continuing education and the pursuit of professional certifications. In 2025, 52% of our open roles were filled by internal candidates, demonstrating the value we place on developing, recognizing, and rewarding internal talent.

We also offer learning and growth programs for colleagues at every level within our organization. The Morningstar Development Program (MDP) is our two-year program for recent university graduates and entry-level professionals. Participants start their careers at Morningstar placed into business units that align to their career interests or can opt into a structured rotational experience.

For those more advanced in their careers, Morningstar offers targeted development and learning opportunities. For example, our Manager Academy provides training and development for colleagues who have been newly promoted into manager roles. Similarly, our Leader Academy supports leaders who are guiding others, driving high-impact projects, or shaping business strategy. We also offer high potential programs geared towards select individuals at key inflection points in their career such as our Emerging Leader and High Performer Programs.

PROPOSAL 1:

Election of Directors

Our nominees for election as Morningstar directors to hold office until the annual shareholders’ meeting to be held in 2027 and until their successor, if any, is elected and qualified, all of whom are currently directors, include:

One current director, Gail Landis, has reached both the mandatory retirement age under our director retirement policy and has served on the Board for more than ten years, and is not standing for re-election. She will cease serving as a director at the 2026 annual shareholders’ meeting. The Board has therefore reduced the size of the Board to ten directors, effective upon the conclusion of the 2026 annual shareholders’ meeting. At the recommendation of the NCGC, the Board nominated each person listed below for election at the annual shareholders’ meeting. Unless proxy cards are otherwise marked, the persons named as proxy holders will vote all proxies received FOR the election of each nominee. If any director nominee is unable or unwilling to stand for election at the time of the annual shareholders’ meeting, the persons named as proxy holders may vote either for a substitute nominee designated by the Board to fill the vacancy or for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. As of the date of this proxy statement, the Board believes that each nominee will be able and willing to serve if elected as a director.

Recommendation of the Board

The Board recommends that you vote FOR the election of each of the following nominees. We describe certain individual qualifications and skills that led the Board to conclude that each person should serve as a director below.

Director Nominee Skills and Qualifications

Morningstar seeks to maintain a Board with the skills, experience, backgrounds, and tenures needed to effectively oversee the Company and advance its long-term strategy. Accordingly, our NCGC regularly reviews the composition and skill set of our Board members, evaluating each director and director nominee’s background, knowledge and experience. The NCGC also focuses on maintaining both shorter and longer tenured members on our Board, which can further contribute to a robust dialogue representing a range of perspectives. In January 2026 we appointed Anne Bramman to the Board in anticipation of the upcoming retirement of Gail Landis. The NCGC considers nominations by shareholders using the same criteria.

Director Renomination Process

In connection with renomination decisions each year, our NCGC seeks to critically evaluate individual directors and their contributions to our Board. The NCGC considers a variety of factors when deciding to recommend renomination of a director for election at our annual shareholders’ meeting, including:

Succession Planning and Director Recruitment Process

The NCGC establishes procedures for director nominations and recommends candidates for election to the Board. We did not use a search firm or pay fees to other third parties in 2025 in connection with seeking or evaluating Board candidates. In 2025, in light of upcoming Board vacancies due to the Company’s director retirement policy, the NCGC undertook a thorough and robust recruitment process that culminated in the appointment of Anne Bramman, who was recommended by an independent director for consideration, to the Board in January 2026. As we have additional directors nearing the age and tenure requirements of the Company’s retirement policy in the coming years, the NCGC continues to refine its processes for sourcing and evaluating potential candidates. When considering potential candidates, the NCGC looks to the director qualifications and processes described in this proxy statement with a view toward replacing the experience and key skills of departing directors and adding new areas of expertise that would further support the Board’s oversight of our business and long-term strategies. Consideration of new Board nominee candidates, including with the most recent process involving Anne Bramman, involves a thorough process beginning with a series of discussions involving the NCGC, the full Board and management, development of a recruiting timeline and key milestones, identification of and communication with potential candidates, review of information concerning candidates, and several rounds of interviews with selected candidates.

The NCGC will consider candidates proposed by shareholders using the same criteria it uses for other candidates. A shareholder who is seeking to recommend a prospective nominee for the NCGC’s consideration should submit the candidate’s name and qualifications to our corporate secretary at Morningstar, Inc., 22 W. Washington St., Chicago, Illinois 60602.

In addition, our by-laws permit a shareholder, or group of up to 20 shareholders, owning continuously for at least three years, shares of our common stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board or two director nominees, provided that the shareholder(s) and nominee(s) satisfy the requirements set forth in our by-laws, which can be found in the Governance section of the Investor Relations page of our corporate website at shareholders.morningstar.com/investor-relations.

Board Composition

Our Board nominees have relevant experience, skills and backgrounds to guide, promote and support the Company’s future growth and success.

Board Skills Matrix

We believe that for the Board to effectively guide sustained, long-term success for the Company and its shareholders, it must be composed of individuals with skills in the many disciplines that strengthen our dynamic business. Key attributes and experiences that our Board deems important for our director nominees are summarized below.

The following table provides summary information about our director nominees. Directors are elected annually for a 1-year term by a majority of votes cast.

Joe Mansueto

Kunal Kapoor

Anne Bramman

Robin Diamonte

Cheryl Francis

Steve Joynt

Steve Kaplan

Bill Lyons

Doniel Sutton

Caroline Tsay

Tenure and Independence

Tenure

42

9

<1

11

24

7

27

19

5

9

Independence

●

●

●

●

●

●

●

●

Composition

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

 Executive Chairman       Committee Chair       Member

Corporate Governance

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to guide the Board in advancing its objective to enhance long-term shareholder value. The NCGC is responsible for overseeing the Corporate Governance Guidelines and reporting and making recommendations to the Board concerning corporate governance matters. The guidelines are located in the Investor Relations area of our corporate website at shareholders.morningstar.com/investor-relations in the Governance section.

Pursuant to the retirement policy included in our Corporate Governance Guidelines, our mandatory retirement age for directors is 73, which only becomes applicable after a director completes ten years of service as a director on the Board. Gail Landis has reached retirement age under the policy and, with 13 years of Board service, will not stand for re-election at the 2026 annual shareholders’ meeting. We continue to evaluate our Board members and regularly evaluate and discuss ongoing board refreshment to support the future success of our business and represent shareholder interests through the exercise of sound judgment and a balance of different skills, qualifications and experiences. In January 2026, this process culminated in the appointment of Anne Bramman to the Board. Among other matters, the Corporate Governance Guidelines include the following items concerning the Board:

Director Independence

The Board believes that a substantial majority of its members should be independent. The Board also believes that it is useful and appropriate for key members of management, including the CEO and Executive Chairman, to serve as directors. Our standing Board Committees, the Audit Committee, the Compensation Committee, and the NCGC, are composed entirely of and led by independent directors. We believe this structure supports effective oversight and contributes to our strong corporate governance framework.

To qualify as independent under the Nasdaq listing rules, a director must satisfy a two-part standard. First, the director must not fall within any of several categories that would result in the director automatically being disqualified from being deemed independent. Second, a director will not be considered independent unless the Board affirmatively determines that, in its opinion, the director has no direct or indirect relationship with the Company that would interfere with the exercise of independent judgment in fulfilling the duties and responsibilities of a director.

The Board has determined that each of our director nominees is independent under the Nasdaq listing rules, other than Joe Mansueto and Kunal Kapoor who are members of our senior management team and NEOs.

In making this determination, the Board reviewed and discussed information provided by the directors regarding each director nominee’s business and personal activities (as they relate to the Company and otherwise), together with all other facts and circumstances that our Board deemed relevant to this independence assessment. The Board considered ordinary course or immaterial transactions between the Company and organizations where the directors or their immediate family members are employed in a non-executive officer capacity or serve as directors. The Board also considered a charitable contribution of $35 million to be paid over time by Joe Mansueto to support the creation of an institute to advance urban scholarship and education at and other contributions to The University of Chicago, where Steve Kaplan is a professor. Additionally, the Board considered the Company’s recent acquisition of the Center for Research in Security Prices, LLC from The University of Chicago. The Board found nothing in these relationships, contributions, or transactions to be contrary to the independence standards contained in Nasdaq’s requirements and the Company’s Corporate Governance Guidelines.

The Board has determined that each member of the Audit Committee qualifies as independent in accordance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act) and Nasdaq rules for members of audit committees. Furthermore, the Board has also determined that each Audit Committee member has sufficient knowledge to read and understand the Company’s financial statements and to serve on the Audit Committee. Additionally, the Board has determined that Cheryl Francis, Chair of the Audit Committee, and Anne Bramman, Audit Committee member, each qualify as audit committee financial experts under the relevant Securities and Exchange Commission (SEC) and Nasdaq rules. These designations are related to Cheryl’s and Anne’s experiences and understanding with respect to certain accounting and auditing matters and their prior experience as chief financial officers of US public companies. Cheryl’s and Anne’s designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations, or liabilities of any member of the Audit Committee or the Board.

The Board has determined that each member of the Compensation Committee qualifies as independent under the rules established by Nasdaq for members of compensation committees.

There are no family relationships among any of our directors, director nominees or executive officers.

Board Responsibilities and Structure

The Board is primarily responsible for providing oversight, guidance, and strategic direction to our management team to advance the long-term interests of the Company and our shareholders.

Board Leadership Structure

The CEO and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board for certain corporate actions.

The Board is responsible for determining the respective roles of the Chairman and CEO. Joe Mansueto has served as Chairman since the Company’s inception and served as CEO of the Company from 1984 to 1996 and again from 2000 to early 2017. In his current role as Executive Chairman, Joe focuses on strategy, capital allocation, advising our executive leadership team, and leading the Board. Kunal Kapoor has served as CEO and a director since January 2017 and focuses on the day-to-day management of the Company, implementing strategy, and driving growth of our businesses. The Board believes that the current leadership structure, combining Joe’s extensive institutional knowledge as the Company’s founder and largest shareholder with Kunal’s deep experience and expertise managing our day-to-day operations, supports the Company’s long-term success.

The Board has not designated a lead director; however, the independent directors select a lead director among themselves for specific matters when appropriate. The Company’s independent directors meet in executive session, without management directors or other members of management present, at each regular Board and each Committee meeting. The Chair of the NCGC works closely with the Executive Chairman to develop the agenda for each Board meeting and provides input on areas of focus and form of materials presented to the Board. The Chair of the NCGC also serves as a liaison between the Chairman and the independent directors and leads the annual Board self-evaluation process, including related discussions, and is available to meet individually with directors to discuss evaluation-related topics. Any director may (i) raise at any Board meeting additional items that are not on the agenda for the meeting; and (ii) call a special meeting of the Board.

The Board has delegated certain responsibilities and authority to its standing Committees, as described below. Each Committee Chair is responsible for setting the agenda for their respective Committee meetings, and for reviewing and providing feedback on the areas of focus and the form of materials presented. The Committee Chair takes into account whether their Committee is appropriately carrying out its core responsibilities and focusing on the key issues facing the Company, as applicable. Each Committee Chair engages with relevant members of management and subject matter experts in advance of each Committee meeting. The Committees report on their activities and actions to the full Board at each regular Board meeting. Directors also have access to Company employees outside of Board and Committee meetings.

Attendance at Board, Committee, and Annual Shareholders’ Meetings

The Board and its Committees meet throughout the year on a set schedule. From time to time as appropriate, the Board and its Committees also hold special meetings and may act by written consent. The Board held five meetings in 2025. We expect each director to attend each meeting of the Board and the Committees on which they serve as well as the annual shareholders’ meeting. In 2025, each then-serving director attended at least 75% of the meetings of the Board and the Committees on which they served. Each of the directors standing for reelection, except for Anne Bramman who was elected to the Board in January 2026, attended our 2025 annual shareholders’ meeting.

Executive Sessions

Independent directors meet in executive session at every regularly scheduled Board meeting, and otherwise as needed, to support candid discussion. They select one of their members to lead these sessions and may invite the Chairman, CEO, business unit and functional area leadership, employees, or external advisors when appropriate. Committee agendas also provide for separate executive sessions of independent directors, led by the respective Committee Chair. We believe this structure promotes open dialogue and effective Board oversight.

Board Committees and Charters

The Board currently has three standing Committees (Audit, Compensation, and NCGC) and appoints the members to each of these committees. Each member of each of the committees is independent under applicable Nasdaq and SEC rules. Each Board Committee has a written charter reviewed annually by the respective Committee and approved by the Board. Copies of the charters are available in the Investor Relations area of our corporate website at shareholders.morningstar.com/investor-relations in the Governance section. The table below shows the members of each Committee as of the date of this proxy statement, and the number of meetings held by each Committee during 2025.

Director		Audit		Compensation		Nominating and Corporate Governance
Joe Mansueto
Kunal Kapoor
Anne Bramman
Robin Diamonte
Cheryl Francis
Steve Joynt
Steve Kaplan
Gail Landis
Bill Lyons
Doniel Sutton
Caroline Tsay
2025 Meetings		8		4		4

Chair      Member

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Annual Board and Committee Evaluation Process