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What changed in Morningstar, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Morningstar, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+503 added−732 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-28)

Top changes in Morningstar, Inc.'s 2025 10-K

503 paragraphs added · 732 removed · 340 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

81 edited+69 added−194 removed23 unchanged
Biggest changeAs a regulated firm, Morningstar Wealth International Limited is subject to the applicable requirements and regulations set out in the Jersey Financial Services Commission Handbooks and Codes of Practice. South Africa Morningstar Investment Management South Africa (Pty) Ltd is an authorized financial services provider, authorized and regulated by the South African Financial Sector Conduct Authority to provide certain financial services.
Biggest changeAll firms are subject to the applicable requirements of the FCA Handbook of rules and guidance. • United Arab Emirates: Morningstar Wealth Administration Limited operates a branch office in the Dubai International Financial Centre, pursuant to the applicable requirements and regulations defined in the Dubai Financial Services Authority Rulebook. • Channel Islands: Morningstar Wealth International Limited is authorized and regulated by the Jersey Financial Services Commission to deal in investments through an investment platform, subject to the applicable requirements and regulations set out in the Jersey Financial Services Commission Handbooks and Codes of Practice. • South Africa: Morningstar Investment Management South Africa (Pty) Ltd is authorized and regulated by the South African Financial Sector Conduct Authority to provide certain financial services under both Category I (advisory) and Category II (discretionary) licenses , with activities subject to associated product approvals granted by the Financial Sector Conduct Authority. • Other Regions: Entities in other regions (including in Hong Kong, India, Japan, and Singapore, among others) are registered with their respective regulatory bodies but conduct limited regulated business activity to date (although this may change).
Our human capital management efforts are managed by the chief people officer and implemented with support from leaders across the company, with oversight from our chief executive officer (CEO) and board of directors. The compensation committee of our board of directors approves incentive plan design and performance goals and reviews emerging compensation policies, practices, and potential risks.
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 chief executive officer (CEO) and board of directors. The compensation committee of our board of directors approves incentive plan design and performance goals and reviews emerging compensation policies, practices, and potential risks.
See Note 6 of the Notes to our Consolidated Financial Statements for additional information concerning revenue from customers and assets from our business operations outside the US. Intellectual Property and Other Proprietary Rights We treat our brand name and logo, product names, databases and related content, software, technology, know-how, and the like as proprietary.
See Note 6 of the Notes to our Consolidated Financial Statements for additional information concerning revenue from customers and assets from our business operations outside the US. Intellectual Property and Other Proprietary Rights We treat our brand name and logo, product names, databases and related content, software, technology, and know-how as proprietary.
Before assuming his current role in 2017, he served as president, responsible for product development and innovation, sales and marketing, and driving strategic prioritization across the firm. Since joining Morningstar in 1997 as a data analyst, Kapoor has held a variety of roles at the firm, including leadership positions in research and innovation.
Before assuming his current role in 2017, he served as president, responsible for product development and innovation, sales and marketing, and driving strategic prioritization across the firm. 20 Table of Contents Since joining Morningstar in 1997 as a data analyst, Kapoor has held a variety of roles at the firm, including leadership positions in research and innovation.
During his tenure, he also led Morningstar.com® and the firm’s data business as well as its global products and client solutions group. 28 Table of Contents Kapoor holds a bachelor’s degree in economics and environmental policy from Monmouth College and a master’s degree in business administration from the University of Chicago Booth School of Business.
During his tenure, he also led Morningstar.com® and the firm’s data business as well as its global products and client solutions group. Kapoor holds a bachelor’s degree in economics and environmental policy from Monmouth College and a master’s degree in business administration from the University of Chicago Booth School of Business.
We also post quarterly press releases on our financial results and other documents containing additional information related to Morningstar on this site. We provide this website and the information contained in or connected to it for informational purposes only. That information is not part of this Report.
We also post quarterly press releases on our financial results and other documents containing additional information related to Morningstar on this site. We provide this website and the information contained in or connected to it for informational purposes only. That information is not part of this Report. 21 Table of Contents
Our Segments and Products We operate our business through five reportable segments: Morningstar Data and Analytics, PitchBook, Morningstar Wealth, Morningstar Credit, and Morningstar Retirement. All remaining operating segments and business activities that are not significant enough to require separate reportable segment disclosure are referred to as, and included in, Corporate and All Other in our Consolidated Financial Statements.
Our Segments and Products We operate our business through five reportable segments: Morningstar Direct Platform, PitchBook, Morningstar Credit, Morningstar Wealth, and Morningstar Retirement. All remaining operating segments and business activities that are not significant enough to require separate reportable segment disclosure are referred to as, and included in, Corporate and All Other in our Consolidated Financial Statements.
We put these agreements in place to allow our operating companies to both market standard Morningstar products and services in their operating territories and to develop and sell territory-specific variants of those products under the Morningstar name in their specific territories.
These agreements allow our operating companies to both market standard Morningstar products and services in their operating territories and to develop and sell territory-specific variants of those products under the Morningstar name in their specific territories.
Morningstar Sustainalytics In 2022, via its subsidiary GES International AB, Morningstar Sustainalytics notified the Swedish Finansinspektionen under Section 3 of the Act on Proxy Advisors of its business activity as a proxy advisor in Sweden.
Morningstar Sustainalytics GES International AB, a subsidiary of Morningstar Sustainalytics previously notified the Swedish Finansinspektionen under Section 3 of the Act on Proxy Advisors of its business activity as a proxy advisor in Sweden.
Transaction-based: Represents revenue that is one time in nature and related Morningstar Credit recurring revenue primarily derived from surveillance and research. Transaction-based revenue represented 14.0% of our 2024 consolidated revenue compared to 11.9% in 2023 and 14.4% in 2022. Largest Customer In 2024, our largest customer accounted for less than 3% of our consolidated revenue.
Transaction-based: Represents revenue that is one time in nature and related Morningstar Credit recurring revenue primarily derived from surveillance and research. Transaction-based revenue represented 15.7% of our 2025 consolidated revenue compared to 14.0% in 2024 and 11.9% in 2023. Largest Customer In 2025, our largest customer accounted for less than 3% of our consolidated revenue.
As sponsor and investment adviser to the Trust, Morningstar Investment Management is subject to examinations by the SEC, which may include on-site examinations. Connected with the Trust, Morningstar Investment Management is registered with the US Commodity Futures Trading Commission (CFTC) as a commodity pool operator (CPO) and a member of the National Futures Association (NFA).
As sponsor and investment adviser to the Trust, Morningstar Investment Management is subject to examinations by the SEC. ◦ Connected with the Trust, Morningstar Investment Management is registered with the US Commodity Futures Trading Commission (CFTC) as a commodity pool operator (CPO) and a member of the National Futures Association (NFA).
Acquisitions and Divestitures Since our founding in 1984, we've supported our organic growth by introducing new products and services and expanding our existing offerings. From 2006 through 2024, we also completed 44 acquisitions to support our growth objectives. We had two divestitures and no acquisitions in 2024.
Acquisitions and Divestitures Since our founding in 1984, we've supported our organic growth by introducing new products and services and expanding our existing offerings. From 2006 through 2025, we also completed 46 acquisitions to support our growth objectives. We had two acquisitions and no significant divestitures in 2025.
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, 2024, we had 11,085 permanent, full-time employees 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.
The table below includes some of the trademarks and service marks referenced in this Annual Report on Form 10-K (this Report): Morningstar® Advisor Workstation SM Morningstar® Plan Advantage SM Morningstar Analyst Rating TM Morningstar® Portfolio X-Ray® Morningstar® ByAllAccounts® Morningstar Rating™ Morningstar® Data Morningstar® Retirement Manager SM Morningstar Direct SM Morningstar Style Box™ Morningstar® Direct Web Services SM Morningstar Sustainability Rating™ Morningstar® Indexes Morningstar.com® Morningstar® Managed Portfolios SM PitchBook® Morningstar Market Barometer SM DBRS® Morningstar Office Cloud SM Sustainalytics® In addition to trademark registrations, we hold several US patents, either directly or through our wholly-owned subsidiary, Morningstar Investment Management LLC, and are applying for several additional patents in various jurisdictions around the world, including the US.
The table below includes some of the trademarks and service marks referenced in this Annual Report on Form 10-K (this Report): Morningstar® Advisor Workstation SM Morningstar® Plan Advantage SM Morningstar Analyst Rating TM Morningstar® Portfolio X-Ray® Morningstar® ByAllAccounts® Morningstar Rating™ Morningstar® Data Morningstar® Retirement Manager SM Morningstar Direct SM Morningstar Style Box™ Morningstar® Direct Web Services SM Morningstar Sustainability Rating™ Morningstar® Indexes Morningstar.com® Morningstar® Managed Portfolios SM PitchBook® Morningstar Market Barometer SM DBRS® Morningstar Office Cloud SM Sustainalytics® In addition to trademark registrations, we hold several US and foreign patents and are applying for several additional patents in various jurisdictions around the world, including the US.
Involuntary turnover decreased to 4% in 2024 from 10% in 2023, while voluntary turnover increased from 12% in 2023 to 13% in 2024. In addition to tracking and analyzing retention, our organization’s people analytics team actively monitors and shares quarterly metrics related to the employee experience, including employee satisfaction, intent to stay, discretionary effort, and enablement.
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.
Our main global competitors for mutual fund data include FE fundinfo and LSEG (Refinitiv). We also compete against smaller players that focus on local or regional information. For market and equity data, we primarily compete with Bloomberg, FactSet, ICE Data Services, LSEG (Refinitiv), and S&P Global.
Our key global competitors include: • FE fundinfo and LSEG (Refinitiv) for mutual fund data. We also compete against smaller players that focus on local or regional information. • Bloomberg, FactSet, LSEG (Refinitiv), and S&P Global for market and equity data.
We sell most of our products with subscription terms of at least one year and we recognize revenue ratably over the term of each subscription agreement. This tends to mitigate most of the seasonality in our business. We believe market movements and general market conditions have more influence on our performance than seasonality.
We sell most of our products with subscription terms of at least one year and we recognize revenue ratably over the noncancellable term of each subscription agreement. We believe market movements and general market conditions have more influence on our performance than seasonality.
License-based revenue represented 71.4% of our 2024 consolidated revenue compared to 74.4% in 2023 and 71.2% in 2022. Asset-based: We charge basis points and other fees for AUMA. Asset-based revenue represented 14.6% of our 2024 consolidated revenue compared to 13.7% in 2023 and 14.4% in 2022.
License-based revenue represented 70.3% of our 2025 consolidated revenue compared to 71.4% in 2024 and 74.4% in 2023. Asset-based: We charge basis points and other fees for AUMA. Asset-based revenue represented 14.0% of our 2025 consolidated revenue compared to 14.6% in 2024 and 13.7% in 2023.
We maintain licensing agreements with most of our larger Morningstar operating companies around the world to allow them to access our intellectual property, including, without limitation, our products, trademarks, databases and content, technology, and know-how.
We maintain licensing agreements with most of our larger Morningstar operating companies worldwide, giving them access to our intellectual property, including, without limitation, our products, trademarks, databases and content, technology, and know-how.
Because of the value of our brand name and logo, we generally seek to register one or both as trademarks in the relevant international classes in any jurisdiction in which we have business offices or significant operations. We registered the Morningstar name and/or logo in approximately 50 jurisdictions, including the EU.
Because of the value of our brand name and logo, we generally seek to register one or both as trademarks in the relevant international classes in any jurisdiction in which we have business offices or significant operations.
Our corporate headquarters is located at 22 West Washington Street, Chicago, Illinois, 60602. We maintain a corporate website at http://www.morningstar.com/company . Shareholders and other interested parties may access our investor relations website at http://shareholders.morningstar.com , which we use as a primary channel for disclosing key information to our investors, some of which may contain material and previously non-public information.
We maintain a corporate website at http://www.morningstar.com/company . Shareholders and other interested parties may access our investor relations website at http://shareholders.morningstar.com , which we use as a primary channel for disclosing key information to our investors, some of which may contain material and previously non-public information.
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 2024, we piloted a peer-to-peer rewards and recognition system in India that was adopted with enthusiasm.
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.
DBRS, Inc.’s affiliated rating agencies, DBRS Limited, DBRS Ratings Limited, and DBRS Ratings GmbH, are each also registered with the SEC as credit rating affiliates of DBRS, Inc. Canada Morningstar DBRS ’s Canadian credit rating entity, DBRS Limited, is designated as a Designated Rating Organization (DRO) in Canada with the Ontario Securities Commission (OSC) as its principal regulator.
DBRS, Inc.’s affiliated rating agencies, DBRS Limited, DBRS Ratings Limited, DBRS Ratings GmbH and DBRS Ratings Pty Limited, are each also registered with the SEC as credit rating affiliates of DBRS, Inc. • Canada : Morningstar DBRS’s Canadian credit rating entity, DBRS Limited, is designated as a Designated Rating Organization (DRO) in Canada with the Ontario Securities Commission (OSC) as its principal regulator, and is subject to certain requirements, regulations, and examination by the OSC under National Instrument 25-101.
We distribute our proprietary statistics, including the Morningstar Category, Morningstar Style Box, and Morningstar Rating, through licensed data feeds. We also offer a wide range of other data sets, including information on investment performance, risk analytics, full historical portfolio holdings, operations data (such as managed investments’ fees and expenses), cash flows, financial statement data, consolidated industry statistics, and investment ownership.
We also offer a wide range of other data sets, including investment performance, risk analytics, full historical portfolio holdings, operations data (such as managed investments’ fees and expenses), cash flows, financial statement data, consolidated industry statistics, and investment ownership.
Combining Morningstar's intellectual property with our industry leading index methodology, our global family of indexes tracks major global regions, strategies, and asset classes, including equity, fixed income, and multi-asset as well as private markets and sustainability.
Combining Morningstar's intellectual property with our industry leading index methodology, our global family of indexes tracks major global regions, strategies, and asset classes, including equity, fixed income, and multi-asset as well as private markets and sustainability. In 2025, Morningstar Indexes introduced several new product innovations, particularly in the private markets and thematic research space.
Business of this Report. 23 Table of Contents We believe the most important competitive factors in our industry are brand and reputation, data accuracy and quality, technology, breadth of data coverage, quality of investment and credit research and analytics, design, product reliability, and value of the products and services provided.
We believe the most important competitive factors in our industry are brand and reputation, data accuracy and quality, technology, breadth of data coverage, quality of investment and credit research and analytics, design, product reliability, and value of the products and services provided. 17 Table of Contents Research and Development A key aspect of our growth strategy is to expand and enhance our existing products and services.
Information about our Executive Officers As of January 1, 2025, our executive officers were the following individuals*: Name Age Position Joe Mansueto 68 Executive Chairman and Chairman of the Board Kunal Kapoor 49 Chief Executive Officer Michael Holt 45 Chief Financial Officer Danny Dunn 49 Chief Revenue Officer *Effective December 31, 2024, our former chief financial officer, Jason Dubinsky, ceased employment with the company.
Information about our Executive Officers As of January 1, 2026, our executive officers were the following individuals*: Name Age Position Joe Mansueto 69 Executive Chairman and Chairman of the Board Kunal Kapoor 50 Chief Executive Officer Michael Holt 46 Chief Financial Officer *Effective November 21, 2025, our former chief revenue officer, Danny Dunn, departed the company.
We are committed to fostering an environment where the people who power our mission know their ideas are welcome, their voices are heard, and their contributions are rewarded.
Our People 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.
As a rule, we use our standard agreement forms, and we do not provide our products and services to customers or other users without having an agreement in place.
License agreements We license our products and related intellectual property to our customers, generally for a fee, using our standard agreement forms, and we do not provide our products and services to customers or other users without having an agreement in place.
Our Business Morningstar, Inc. is a leading global provider of independent investment insights. Our core competencies are data, research, design, and technology, and we employ each of these to create products built on the depth and breadth of our data that are designed to clearly convey complex investment information.
Our core competencies are data, research, design, and technology, and we employ each of these to create products built on the depth and breadth of our data that are designed to clearly convey complex investment information. We offer a variety of products and solutions that serve a wide range of market participants.
The revenue we earn from asset-based fees depends on the value of assets on which we provide advisory services, and the size of our asset base can increase or decrease along with trends in market performance. In addition, our credit ratings business is subject to market effects on the level of fixed income issuance.
The revenue we earn from asset-based fees depends on the value of assets on which we provide advisory services as well as the value of assets tracking our indexes; the size of our asset base can increase or decrease along with trends in market performance.
These products are designed to provide seamless access to Morningstar's managed investment, public equities, and fixed-income data, with a focus on making the work of portfolio managers, product developers, marketers, advisors, and analysts more efficient and effective. In 2024, we sold our Commodity and Energy Data business, which was included in the Morningstar Data and Analytics segment.
Morningstar Direct Platform includes Morningstar Data, Morningstar Direct, and Morningstar Advisor Workstation, products that are designed to provide seamless access to Morningstar's managed investment, public equities, and fixed-income data, with a focus on making the work of portfolio managers, product developers, marketers, advisors, and analysts more efficient and effective.
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.
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.
Investors also use our indexes as benchmarks, to create investable products based off our proprietary research, or to construct portfolios using customized indexes. Finally, through our Morningstar Credit segment, we provide investors with credit ratings, research, data, and credit analytics solutions that we believe contribute to the transparency of international and domestic credit markets.
Finally, through our Morningstar Credit segment, we provide investors with credit ratings, research, data, and credit analytics solutions that we believe contribute to the transparency of international and domestic credit markets.
PitchBook had 125,491 licensed users worldwide as of December 31, 2024. 9 Table of Contents Morningstar Credit Morningstar Credit provides investors with credit ratings, research, data, and credit analytics solutions that, we believe, contribute to the transparency of international and domestic credit markets. Morningstar Credit includes Morningstar DBRS and Morningstar Credit data and credit analytics.
Morningstar Credit Morningstar Credit provides investors with credit ratings, research, data, and credit analytics solutions that, we believe, contribute to the transparency of international and domestic credit markets. Morningstar Credit includes Morningstar DBRS and Morningstar Credit Analytics (MCA).
Professional Growth Morningstar offers a variety of educational and career development programs to ensure ongoing growth opportunities for all colleagues. Our goal is to provide a meaningful set of development options and experiences for colleagues at all levels, in all relevant job fields, and in all locations across the company.
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.
Morningstar DBRS generates its revenue from providing independent credit ratings on financial institutions, corporates, and sovereigns, as well as on securitizations and other structured finance instruments, such as asset-backed securities (ABS), residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), and CLOs.
Morningstar DBRS is one of the top four rating agencies worldwide, generating revenue from providing independent credit ratings on financial institutions, corporates, sovereigns, and various structured finance instruments, such as asset-backed securities (ABS), residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), and collateralized loan obligations (CLOs).
Morningstar Data and Analytics Morningstar Data and Analytics provides investors comprehensive data, research and insights, and investment analysis to empower investment decision-making. Morningstar Data and Analytics includes Morningstar Data, Morningstar Direct, Morningstar Advisor Workstation, Profiles and Morningstar Direct Reporting, Direct Web Services, and Morningstar Research Distribution.
Morningstar Direct Platform Morningstar Direct Platform provides investors comprehensive data, research and insights, and investment analysis to empower investment decision-making.
Competitive Landscape The economic and financial information industry includes a few large firms, as well as numerous smaller companies, including startup firms. Some of these companies have financial resources that are significantly greater than ours. We also compete with a variety of other companies of varying sizes in specific areas of our business.
In addition, our credit ratings business is subject to market effects on the level of fixed-income issuance. Competitive Landscape The economic and financial information industry includes a few large firms, as well as numerous smaller companies, including startup firms. Some of these companies have financial resources that are significantly greater than ours.
Morningstar Advisor Workstation is a connected suite of tools spanning proposal creation, investment research, investment planning, and more designed to help our clients provide great advice to their clients.
Through Morningstar Advisor Workstation, we offer a connected suite of tools spanning proposal creation, investment research, investment planning, and more, which are powered by Morningstar’s data, research, investor profiling tools, and robust portfolio analytics. These tools are designed to help our customers provide great advice to their clients.
Increasingly, broker/dealers and custodians are also building their own internal tools and attempting to bring their advisors’ practice management tools in-house, as with Pershing’s Wove platform. We estimate that our annual revenue renewal rate for Morningstar Advisor Workstation was approximately 93% in 2024 and 2023.
Increasingly, broker/dealers and custodians are also building their own internal tools and attempting to bring their advisors’ practice management tools in-house, as with Pershing’s Wove platform.
As a CPO, Morningstar Investment Management is subject to examinations by the NFA and/or the CFTC, which may include on-site examinations. 25 Table of Contents In cases where these subsidiaries provide investment advisory services to retirement plans and their participants, they may be acting as fiduciaries under the Employee Retirement Income Security Act of 1974 (ERISA).
As a CPO, Morningstar Investment Management is subject to reporting and record-keeping requirements, as well as examinations by the NFA and/or the CFTC. ◦ In cases where these subsidiaries provide investment advisory services to retirement plans and their participants, they may be acting as fiduciaries under the Employee Retirement Income Security Act of 1974 (ERISA). • Australia : Morningstar Australasia Pty Limited and Morningstar Investment Management Australia Limited are each registered under an Australian Financial Services license and subject to oversight by the Australian Securities and Investments Commission (ASIC).
Morningstar Credit United States Morningstar DBRS ’s US credit rating entity, DBRS, Inc., is registered with the US Securities and Exchange Commission (SEC) as a Nationally Recognized Statistical Rating Organization (NRSRO) and is authorized to rate classes of credit ratings in structured finance instruments, corporate credit issuers, sovereign entities, insurance companies, and financial institutions.
Morningstar Credit Morningstar DBRS operates through licensed credit rating entities across major jurisdictions, each subject to local regulatory requirements (primarily relating to independent credit rating services in structured finance instruments, corporate credit issuer, insurance companies, and financial institutions), oversight, and periodic examination. • United States : Morningstar DBRS ’s US credit rating entity, DBRS, Inc., is registered with the US Securities and Exchange Commission (SEC) as a Nationally Recognized Statistical Rating Organization (NRSRO).
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 declined to 64% versus 69% in 2023.
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.
We discuss some of the key competitors in each area in the "Our Segments and Products" section of Part I, Item 1.
We also compete with a variety of other companies of varying sizes in specific areas of our business. We discuss some of the key competitors in each area in the "Our Segments and Products" section of Part I, Item 1. Business of this Report.
In addition, human capital management efforts are implemented by leaders across the company. In 2024, in conjunction with the company’s 40th anniversary, we updated Morningstar’s values which are foundational to our company. We seek to align our employees around this shared set of values as we use them to guide our business.
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 primary competitors for the Morningstar International Wealth Platform are abrdn, Aviva, Nucleus, and Parmenion. We also compete with in-house research teams at independent broker/dealers who build proprietary portfolios for use on brokerage firm platforms, as well other RIAs that provide investment strategies or models on these platforms.
We face competition from Brooks Macdonald, LGT Wealth Management, and Tatton in EMEA, and Elston, Lonsec, and Russell in Australia. • Our key competitors for the Morningstar International Wealth Platform include abrdn, Aviva, Nucleus, and Parmenion. • We also compete with in-house research teams at independent broker/dealers who build proprietary portfolios for use on brokerage firm platforms, as well as other RIAs that provide investment strategies or models on these platforms. 9 Table of Contents Revenue Model Investment Management revenue is primarily asset-based, with pricing dependent on the distribution channel and the products contained within the portfolios.
Morningstar Sustainalytics operates on a subscription-based pricing model for its research products, which supports a recurring revenue model. The corporate solutions unit deploys a model that combines one-time revenue with subscription-based recurring licensing revenue. In 2024, Morningstar Sustainalytics' largest markets were EMEA and North America. Major competitors for Morningstar Sustainalytics include ISS STOXX, Moody’s, MSCI, and S&P Global.
Markets and Competition In 2025, Morningstar Sustainalytics' largest markets were EMEA and North America. Key competitors for Morningstar Sustainalytics include ISS STOXX, MSCI, and S&P Global. Revenue Model and Renewal Rates Morningstar Sustainalytics operates on a subscription-based pricing model (recurring revenue) for data and research products, which accounted for a significant majority of its revenue in 2025.
Morningstar Model Portfolios are available through two core distribution channels: the Morningstar International Wealth Platform, which offers fee-based discretionary asset management services, and strategist models on third-party managed account platforms. We offer the International Wealth Platform in the UK and select international markets. We serve as a fund and model provider in Australia, South Africa, the UK, and the US.
Morningstar Model Portfolios are available through two core distribution channels: strategist models on third-party managed account platforms; and the Morningstar International Wealth Platform, primarily offered in the UK, which offers fee-based discretionary asset management services. The International Wealth Platform features digital onboarding, customizable advisor portals, multi-portfolio management, and AI-driven insights.
As an NRSRO, DBRS, Inc. is subject to certain requirements and regulations under the Securities Exchange Act of 1934, as amended (Exchange Act). These requirements primarily relate to record-keeping, reporting, governance, and conflicts of interest. As part of its NRSRO registration, DBRS, Inc. is subject to annual examination by the SEC.
DBRS, Inc. is subject to certain requirements, regulations, and annual examination under the Securities Exchange Act of 1934, as amended (Exchange Act).
Approximately 41% of our employees work in India, 30% in the US, 10% in Continental Europe, 8% in Canada, 7% in the UK, and the remainder in Australia, Asia (ex-India), and other regions. Employee Engagement Morningstar’s global turnover decreased to 17% in 2024, down from 22% in 2023.
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. 14 Table of Contents Employee Data Morningstar’s global turnover remained flat at 17% in 2025.
This allows us to control our technology development and better manage costs, enabling us to respond quickly to market changes and to meet customer needs efficiently. Government Regulation In addition to generally applicable laws and regulations, certain subsidiaries of Morningstar are subject to laws and regulations specific to the business activities they engage in.
Government Regulation In addition to generally applicable laws and regulations, certain subsidiaries of Morningstar are subject to laws and regulations specific to the business activities they engage in.
For more information about our acquisitions and divestitures, refer to Notes 9 and 10, respectively, of the Notes to our Consolidated Financial Statements.
For more information about our acquisitions and divestitures, refer to Notes 9 and 10, respectively, of the Notes to our Consolidated Financial Statements. International Operations We conduct our business operations outside of the US through wholly-owned subsidiaries located across the Americas, EMEA, and APAC regions.
Supplemental regulations under the EU Benchmark Regulation contain further operational and administrative requirements. Effective January 2026, however, amendments to the EU Benchmark Regulation will remove all benchmarks other than those benchmarks with significant economic relevance for the EU market or that contribute to key EU policies, from the regulation’s scope.
Morningstar Indexes GmbH continues to be registered with, and regulated by, BaFin and is authorized to act as an EU benchmark administrator. Effective January 2026, amendments to the EU Benchmark Regulation removed all benchmarks other than those benchmarks with significant economic relevance for the EU market or that contribute to key EU policies, from the regulation’s scope.
Morningstar DBRS also offers a micro-website dedicated to environmental, social and governance factors deemed relevant to credit ratings analysis. In addition to ratings and research opinions, Morningstar DBRS also offers data products derived from its ratings activities and analytical tools. These include ratings data feeds that can be integrated into companies’ internal databases, web-based research, and analytical tools.
In addition to ratings and research opinions, Morningstar Credit also offers data products derived from its ratings activities and analytical tools. These include ratings data feeds that can be integrated into companies’ internal databases, web-based research, and analytical tools. We estimate that the global ratings market totaled approximately $11.8 billion for the trailing 12 months ended September 30, 2025.
Investment Management’s flagship offering is Morningstar Model Portfolios (also referred to as Morningstar® Managed Portfolios), an advisor service consisting of model portfolios designed for fee-based independent financial advisors. Our core markets are the US, UK, South Africa, and Australia.
In 2025, we also completed the retirement of our US Morningstar Wealth Turnkey Asset Management Platform (TAMP) following the sale of customer assets to AssetMark in 2024. Investment Management’s flagship offering is Morningstar Model Portfolios (also referred to as Morningstar® Managed Portfolios), an advisor service consisting of model portfolios designed for fee-based financial advisors.
Morningstar Direct is an investment analysis and reporting application that delivers data and analytics across asset classes and streamlines report creation and distribution to client-facing groups and internal teams. Built on Morningstar's global database of registered and non-registered securities and data from third-party providers, the application helps asset managers with market research, product positioning, competitive analysis, and distribution strategies.
Built on Morningstar's global database of registered and non-registered securities and data from third-party providers, the application helps asset managers with market research, product positioning, competitive analysis, and distribution strategies. Wealth managers use the tool to assist with manager research, fund selection, and the construction, monitoring, and distribution of model portfolios.
A program of regulatory readiness is currently underway aimed at adapting Morningstar Sustainalytics' business model, operational processes, and corporate organization for the purposes of the EU ESG Rating Provider Regulation. Morningstar Indexes Morningstar Indexes Limited has historically been registered with the FCA and authorized as a UK benchmark administrator.
We continue to monitor pending and proposed ESG ratings and data legislation and regulations in the jurisdictions we operate in, including the UK. A program of regulatory readiness is currently underway aimed at adapting Morningstar Sustainalytics' business model, operational processes, and corporate organization for the purposes of the new EU ESG Rating Provider Regulation (Regulation (EU) 2024/3005).
In some jurisdictions, we may also choose to register one or more product names. 22 Table of Contents “Morningstar” and the Morningstar logo are both registered marks of Morningstar in the US.
We have registered the Morningstar name and/or logo in approximately 50 jurisdictions, including the EU. 16 Table of Contents “Morningstar” and the Morningstar logo are both registered marks of Morningstar in the US.
He holds the Chartered Financial Analyst® designation, a master’s degree in business administration from the University of Chicago Booth School of Business, and a bachelor’s degree in business from Indiana University. Daniel (Danny) Dunn Danny Dunn is chief revenue officer of Morningstar.
He holds the Chartered Financial Analyst® designation, a master’s degree in business administration from the University of Chicago Booth School of Business, and a bachelor’s degree in business from Indiana University. Company Information Morningstar, Inc. was incorporated in Illinois on May 16, 1984. Our corporate headquarters is located at 22 West Washington Street, Chicago, Illinois, 60602.
Morningstar Investment Management serves as the sponsor and investment adviser of the Trust, and therefore is subject to the requirements of the Investment Company Act. These requirements relate primarily to record-keeping, reporting, standards of care, valuation, and distribution.
In 2025, Morningstar Investment Services LLC and Morningstar Research Services LLC withdrew their registrations as investment advisers with the SEC. ◦ Morningstar Funds Trust (the Trust) is an SEC-registered open-end management investment company with Morningstar Investment Management serving as the sponsor and investment adviser of the Trust, subjecting it to the requirements of the Investment Company Act primarily relating to record-keeping, reporting, standards of care, valuation, and distribution.
Major Customer Groups Given our strategy and core capabilities discussed above, we focus on eight primary customer groups, listed below.
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. Major Customer Groups Given our strategy and core capabilities discussed above, we focus on eight primary customer groups, listed below.
The licenses require them to maintain positive net asset levels and minimum capital requirements, and to comply with the audit requirements of ASIC. Morningstar Investment Management Australia Limited is additionally the Responsible Entity and the issuer of units in managed funds for superannuation funds, institutions, platform distributors, financial advisers, and individuals within the Australian market.
Morningstar Investment Management Australia Limited is additionally the Responsible Entity and the issuer of units in managed funds for superannuation funds, institutions, platform distributors, financial advisers, and individuals within the Australian market. • United Kingdom: Morningstar Investment Management Europe Limited, Smart Investment Management Limited, Morningstar Wealth Administration Limited and Morningstar Wealth Retirement Services Limited are authorized and regulated by the FCA to advise, arrange, and manage investments across financial instruments.
Through our Morningstar Data and Analytics and PitchBook segments and Morningstar Sustainalytics products, our customers have access to a wide selection of investment data, fundamental equity research, manager research, private capital markets research, environmental, social, and governance ratings and data, fund ratings, and indexes directly on our proprietary desktop or web-based software platforms, or through direct data feeds, direct shares, streaming capabilities and application programming interfaces (APIs).
We structure our business to help investors in three key areas: Through our Morningstar Direct Platform and PitchBook segments and Morningstar Sustainalytics products, our customers can access a wide selection of investment data, research, ratings, and tools on our proprietary desktop or web-based software platforms; through direct data feeds and application programming interfaces (APIs); and via artificial intelligence (AI) integrations, which offer AI-ready access to data, research, and capabilities through Model Context Protocol (MCP) and intelligent agents.
Note that some of our clients may have activities that are classified in more than one of these groups. • Advisors and wealth managers (including independent financial advisors and those affiliated with RIAs, broker/dealers or other intermediaries) • Alliances and redistributors • Asset managers (including fund companies, insurance companies, and other companies that build and manage portfolios of securities for their clients) • Fixed-income security issuers and arrangers • Individual investors • Institutional asset owners and consultants • Private market investors • Retirement (including retirement plan providers, advisors, and sponsors) Advisors and wealth managers Financial adv isors are professionals who offer guidance on different aspects of personal finance, aiding individuals and businesses in making more informed investment decisions to reach their financial goals.
Note that some of our clients may have activities that are classified in more than one of these groups and, in particular, we derive a significant percentage of revenue from integrated financial institutions. • Advisors (also referred to as "wealth managers", including independent financial advisors and those affiliated with RIAs, broker/dealers or other intermediaries) • Alliances and redistributors (including global fintech firms) • Asset managers (including fund companies, insurance companies, and other companies that build and manage portfolios of securities for their clients) • Fixed-income security issuers and arrangers • Individual investors • Institutional asset owners and consultants • Private market investors (including private equity and venture capital firms, asset managers, limited partners, investment banks, private credit investors, corporations and professional service providers) 15 Table of Contents • Retirement plan providers, advisors, and sponsors Revenue Types We leverage our differentiated data and research to sell products and services across our portfolio that generate revenue in three primary ways: License-based: The majority of our research, data, and proprietary platforms are accessed via subscription services that grant access on either a per user or enterprise-basis for a specified period of time.
In 2024, we estimate that our annual revenue renewal rate for the PitchBook platform was approximately 107% versus 112% in 2023.
We estimate that our annual revenue renewal rate for Morningstar Sustainalytics' license-based products was approximately 93% in both 2024 and 2025 reflecting the revised renewal rate methodology.
The updated values are Champion the Investor; Dream Big, Drive Change; Execution is Everything; Growth Mindset; and One Team. Our People We believe that teams composed of colleagues from a broad range of backgrounds, beliefs, and experiences make Morningstar a stronger firm. Our development of teams helps us understand businesses and markets and engage customers around the world.
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.
We rate more than 4,000 issuers and 60,000 securities worldwide, providing independent credit ratings for financial institutions, corporate and sovereign entities, and structured finance products and instruments. Our goal is to bring more clarity, diversity, and responsiveness to the ratings process.
As of December 2025, we rated more than 4,000 issuers and 60,000 securities worldwide, providing independent credit ratings for financial institutions, corporate and sovereign entities, and structured finance products and instruments. MCA completed its acquisition of Dealview Technologies Limited (DealX), a provider of standardized US CMBS and global CLO data in March 2025.
In accordance with the UK Proxy Advisors (Shareholders’ Rights) Regulations 2019, Sustainalytics UK Ltd. was added to the FCA’s list of Proxy Advisors in early 2022. These regulations require disclosure of information regarding the methodologies applied in the preparation of voting recommendations and certain governance information such as a code of conduct and policies on managing conflicts of interest.
In accordance with the UK Proxy Advisors (Shareholders’ Rights) Regulations 2019, Sustainalytics UK Ltd. was added to the FCA’s list of Proxy Advisors in early 2022 and is subject to certain disclosure and governance requirements. 19 Table of Contents T he provision of ESG ratings and data is the subject of both pending and proposed legislation and regulation .
We work with retirement plan recordkeepers to design scalable solutions for their investment lineups, including target maturity models and risk-based models. We also provide custom model services direct to large plan sponsors, creating target date funds that are customized around a plan’s participant demographics and investment menus.
We also provide custom model services directly to large plan sponsors, creating target date models that are designed around a plan’s participant demographics and investment menus. As of December 31, 2025, Morningstar Retirement AUMA totaled $305.2 billion. We primarily reach individual investors through DC plans offered by their employers.
Morningstar Indexes also collaborated with Morningstar Sustainalytics to introduce the Morningstar Low Carbon Transition Leaders Indexes in March 2024. 15 Table of Contents We license Morningstar Indexes to numerous institutions to use as the basis for ETFs, mutual funds, derivatives and separately managed accounts.
Key industry competitors include Bloomberg Indices, FTSE Russell, MSCI, and S&P Dow Jones Indices. Revenue Model We license Morningstar Indexes to numerous institutions to use as the basis for ETFs, mutual funds, derivatives and separately managed accounts.
Pricing for Morningstar Retirement is generally asset-based and depends on several factors, including the level of services offered (including whether the services involve acting as a fiduciary under the Employee Retirement Income Security Act, or ERISA), the number of participants, the level of systems integration required, total assets under management or advisement, and the availability of competing products. 14 Table of Contents Corporate and All Other Corporate and All Other includes unallocated corporate expenses as well as financial results from Morningstar Sustainalytics and Morningstar Indexes.
Our competitors vary by product and include: • Managed accounts: Edelman Financial Engines, Fidelity, and SMART • Fiduciary services: Envestnet, Leafhouse, Mesirow Financial, and Wilshire • Custom models: Retirement plan consulting firms Revenue Model Pricing is asset-based and depends on the level of services offered (including the degree of fiduciary responsibility Morningstar Retirement is assuming under the Employee Retirement Income Security Act, or ERISA), the number of participants, the level of systems integration required, total AUMA, and the availability of competing products.
Research and Development A key aspect of our growth strategy is to expand our investment and credit research capabilities and enhance our existing products and services. We strive to adopt new technology that can improve our products and services. As a general practice, we manage our own websites and build our own software rather than relying on outside vendors.
As a general practice, we manage our own websites and build our own software rather than relying on outside vendors. This allows us to control our technology development and better manage costs, enabling us to respond quickly to market changes and to meet customer needs efficiently.
As of December 31, 2024, we served 86 retirement service providers, broker dealers, asset managers, plan sponsors, and RIAs, representing about 275,000 retirement plans. Recordkeepers, advisors, consultants, and asset managers are the main distribution channels for our services.
As of December 31, 2025, we served a total of 95 retirement service providers, broker dealers, asset managers, plan sponsors and RIAs, representing approximately 298,000 plans and 2.3 million managed accounts participants. 11 Table of Contents Markets and Competition Our main focus geographically is the US, a retirement market that continues to demonstrate healthy growth.
Our existing patents include those for coordinate-based document processing/data entry, portfolio management analysis, lifetime asset allocation, and asset allocation with annuities. License agreements We license our products and related intellectual property to our customers, generally for a fee.
Our existing patents include those for coordinate-based document processing/data entry, portfolio management analysis, manager structure optimization via different tax strategies, and improved grid-less table processing.
As of December 31, 2024, Morningstar Wealth assets under management and advisement (AUMA) totaled $62.3 billion. In February 2025, we announced that we plan to retire Morningstar Office, our practice and portfolio management software for registered investment advisors (RIAs).
We also offer access via third parties in our alliances and redistributors customer segment. Through our Morningstar Wealth and Morningstar Retirement segments, we provide investment management services to individuals and advisors, with approximately $378.0 billion in assets under management and advisement (AUMA) as of December 31, 2025.
Morningstar Data's licensed data gives asset managers, redistributors, and wealth managers independent, comprehensive, and timely data and research they can use to empower investor success. Our offering spans managed investments (including mutual funds, ETFs, separate accounts, collective investment trusts, and model portfolios), equities, and fixed-income securities and is available globally.
Morningstar Data is used to power critical applications and workflows with the goal of empowering investor success. Our global offerings, which span managed investments (including mutual funds, exchanged traded funds (ETFs), separate accounts, collective investment trusts, and model portfolios), equities, and fixed-income securities, are enriched with proprietary analytics and intellectual property for actionable insights and easy comparison across asset classes.
Our Morningstar Investor offering is focused on providing transparency into investment choices to enable investors to make informed decisions about their portfolios. Members have access to proprietary Morningstar research, ratings, data, and tools, including analyst reports, portfolio management tools (such as Portfolio X-Ray), and stock and fund screeners.
Products for individual investors include Morningstar.com and Morningstar Investor . Morningstar.com is our primary media site, providing independent news, analysis, and educational content produced by Morningstar’s editorial and research teams. Our Morningstar Investor offering provides transparency into investment choices through research and tools to enable investors to make informed decisions about their portfolios.
Morningstar Sustainalytics provides environmental, social, and governance data, research, and ratings to institutional investors globally, covering equity, fixed income, and sovereign asset classes. Our flagship ESG Risk Ratings service helps investors assess financially material risks that could affect the long-term performance of their investments.
Corporate and All Other Corporate and All Other includes unallocated corporate expenses as well as financial results from Morningstar Sustainalytics and Morningstar Indexes. Morningstar Sustainalytics provides environmental, social, and governance data, research, and ratings to institutional investors globally, covering equity, fixed income, and sovereign asset classes, designed to support clients’ investment selection and reporting, risk management, and climate strategies.
Morningstar Indexes GmbH is registered with, and regulated by, the German Federal Financial Supervisory Authority (BaFin) and is authorized to act as an EU benchmark administrator. 27 Table of Contents Authorization as a benchmark administrator imposes compliance responsibilities and costs, including specified governance and oversight arrangements, outsourcing limitations, specified items in a code of conduct, key information disclosures, and required systems and controls governing data, complaints and record-keeping.
Morningstar Indexes Morningstar Indexes Limited was historically registered and authorized by the FCA as a UK benchmark administrator, and Morningstar Indexes GmbH was registered and authorized by the German Federal Financial Supervisory Authority (BaFin) as an EU benchmark administrator. In 2025, the transfer of administration of UK benchmarks to Morningstar Indexes GmbH was formally completed and the UK authorization terminated.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, acquired businesses may not have invested as heavily in security measures or data privacy controls as we have, and they may introduce additional cybersecurity and data privacy risks as their systems are integrated with ours. 35 Table of Contents Any failure to safeguard confidential information or any material cybersecurity failures or incidents in our systems (or the systems of a customer, vendor, or service provider which stores or processes confidential information for which we are responsible, including cloud providers) could result in reputational harm, loss of customers, regulatory actions, sanctions or other statutory penalties, litigation, or financial losses and increased expenses related to addressing or mitigating the risks associated with any such material cybersecurity failures or incidents, which could have a material adverse effect on our operating results and financial condition.
Biggest changeAny failure to protect confidential information or any material significant cybersecurity incident, whether in our systems or those of third parties handling our data, could lead to reputational damage, operational challenges, loss of customers, regulatory actions, sanctions, or other penalties, litigation, financial losses, and increased mitigation costs, which could have a material adverse effect on our business, operating results, and financial condition.
We also have made, and expect to continue to make, various investments in companies where we do not have or obtain a controlling interest. Such investments are motivated both by their prospective financial return and the access they give us to certain new technologies, products, business ideas, and management teams.
We have also made, and expect to continue to make, investments in companies where we do not have or obtain a controlling interest. Such investments are motivated both by their prospective financial return and the access they give us to certain new technologies, products, business ideas, and management teams.
In the future, if there is an increase or decrease in our international business activities that recorded in local currencies, our exposure to fluctuations in foreign currency exchange rates may correspondingly increase or decrease, which could materially adversely affect our business, financial condition, or operating results.
In the future, if there is an increase or decrease in our international business activities that are recorded in local currencies, our exposure to fluctuations in foreign currency exchange rates may correspondingly increase or decrease, which could materially adversely affect our business, financial condition, or operating results.
In addition, strategic transactions may present financial, managerial and operational challenges such as diversion of managerial resources from core business functions, increased expenses associated with the transaction, potential disputes with customers, suppliers, or acquirers of disposed assets, and failure to achieve the expected economic benefits of the transaction, any of which could have a material adverse effect on our business and operating results.
In addition, these strategic transactions may present financial, managerial, and operational challenges such as diversion of managerial resources from core business functions, increased expenses associated with the transaction, potential disputes with customers, suppliers, or acquirers of disposed assets, and failure to achieve the expected economic benefits of the transaction, any of which could have a material adverse effect on our business, financial condition and operating results.
Risks Related to Our Information Technology and Security We could face significant reputational and financial consequences relating to cybersecurity and the protection of confidential information, including personal information about individuals. Our business requires that we securely collect, process, store, and transmit confidential information, including personal information, relating to our operations, customers, employees, and other third parties.
Risks Related to Our Information Technology and Security We could face significant reputational, operational, and financial consequences relating to cybersecurity and the protection of confidential information, including personal information about individuals. Our business requires that we securely collect, process, store, and transmit confidential information including sensitive personal information relating to our operations, customers, employees and other third parties.
Our ability to make payments on our indebtedness and to fund planned capital expenditures depends on our ability to generate and access cash in the future, which, in turn, is subject to general economic, financial, competitive, regulatory, tax and other factors, many of which are beyond our control.
Our ability to make payments on our indebtedness and to fund expected capital expenditures depends on our ability to generate and access cash in the future, which, in turn, is subject to general economic, financial, competitive, regulatory, tax and other factors, many of which are beyond our control.
Repurchase programs are also subject to potential excise tax as under the Inflation Reduction Act of 2022.
Repurchase programs are also subject to potential excise tax under the Inflation Reduction Act of 2022.
In addition, the value of assets in indexed investment products can fluctuate significantly over short periods of time and such volatility may be further impacted by fluctuations in foreign currency exchange rates. 46 Table of Contents We incur expenses for employee compensation and other operating expenses at our non-US locations in the local currency.
In addition, the value of assets in indexed investment products can fluctuate significantly over short periods of time and such volatility may be further impacted by fluctuations in foreign currency exchange rates. We incur expenses for employee compensation and other operating expenses at our non-US locations in the local currency.
A significant reduction in ownership by Joe or any other large shareholder over a short period of time could cause the market price of our common stock to fall. We cannot guarantee we will pay dividends in the future or make any repurchases of our common stock under our repurchase program.
A significant reduction in ownership by Joe or any other large shareholder over a short period of time could cause the market price of our common stock to fall. 33 Table of Contents We cannot guarantee we will pay dividends in the future or make any repurchases of our common stock under our repurchase program.
The value of our products and services may be negatively affected by the increasing amount of information and external tools that are available for free, or at low cost, through Internet sources that use AI to scrape data – including our own content – from the Internet.
The value of our products and services may be negatively affected by the increasing amount of information and external tools that are available online for free, or at low cost, that use AI to scrape data – including our own content – from the Internet.
Our business may be negatively affected if insurance coverage proves to be inadequate or unavailable on acceptable terms or at all. 47 Table of Contents Risks Related to Ownership of Our Common Stock The concentrated ownership position of Joe Mansueto could adversely affect our other shareholders.
Our business may be negatively affected if insurance coverage proves to be inadequate or unavailable on acceptable terms or at all. Risks Related to Ownership of Our Common Stock The concentrated ownership position of Joe Mansueto could adversely affect our other shareholders.
While Joe has reduced his percentage ownership of the company in recent years as part of a personal plan to diversify his assets, his concentrated ownership position gives him substantial influence over substantially all matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, or sale of our assets.
While Joe has reduced his share ownership of the company in recent years as part of a personal plan to diversify his assets, his concentrated ownership position gives him substantial influence over substantially all matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, or sale of a significant portion of our assets.
In addition, any borrowings under our current credit facility bear interest at fluctuating interest rates based on the Secured Overnight Financing Rate (SOFR) which replaced London Interbank Offered Rate (LIBOR) as the reference rate under our credit facility.
In addition, any borrowings under our current credit facilities bear interest in fluctuating interest rates based on the Secured Overnight Financing Rate (SOFR), which replaced London Interbank Offered Rate (LIBOR) as the reference rate under our credit facilities.
Additionally, as we engage in global business activities, we are subject to international trade restraints, including economic and financial sanction laws and embargoes administered by the US Treasury Department’s Office of Foreign Assets Controls, which prohibit or restrict the sale or supplying of certain products and services to embargoed or sanctioned countries, regions, governments, individuals, and entities.
As we engage in global business activities, we are subject to international trade restraints, including economic and financial sanction laws and embargoes, administered by the US Treasury Department’s Office of Foreign Assets Controls, which prohibit or restrict the sale or supply of certain products or services to certain regions, countries, entities, governments, and individuals.
Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates including, impacts related to transfer pricing, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation by relevant authorities. Significant judgment is required to evaluate our tax positions.
Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates including impacts related to transfer pricing, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation by relevant authorities.
For example, if the US economy were to experience current inflationary pressures over a prolonged period, increased compensation and other expenses could adversely impact our operating results.
For example, if the US economy were to experience prolonged inflationary pressures, increased compensation and other expenses, could adversely impact our operating results.
Moreover, our Board may determine not to repurchase shares of our common stock pursuant to the share repurchase program we authorized on December 6, 2022. Refer to Note 18 of our Notes to our Consolidated Financial Statements for more information regarding our share repurchase program.
Moreover, our Board may determine not to repurchase shares of our common stock pursuant to the share repurchase program we authorized on October 29, 2025. Refer to Note 18 of our Notes to our Consolidated Financial Statements for more information regarding our share repurchase program.
We also provide investment advisory and investment management services, including through our own series of mutual funds, which expose us to the claim that we are acting as both a referee and a player in the investment management industry.
We also provide investment advisory and management services, including through our own series of mutual funds, which expose us to claims that we are both the referee and the player in the same industry.
Our variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly. For an overview of our current outstanding indebtedness, refer to Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources below. Our long-term debt was $698.6 million at December 31, 2024.
Our variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly. For an overview of our current outstanding indebtedness, refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources below.
Several of our businesses are highly regulated throughout the world and the regulatory environment is increasingly complicated and rapidly evolving. The expansion of our business over time, including through acquisitions, has resulted in greater exposure to governmental regulation across our product lines.
Several of our businesses are highly regulated throughout the world, and the regulatory environment is increasingly complicated and rapidly evolving. The expansion of our business, including through acquisitions, has increased our exposure to government regulation across our product lines.
In addition, although we conduct robust due diligence through cross-functional teams when making an acquisition, each acquisition presents potential challenges and risks, including the following: – difficulties in assimilating, integrating, or retraining acquired employees; – differences between our values and those of our acquired companies, as well as disruptions to our workplace culture; – diversion of financial and managerial resources from existing operations; – challenges relating to the potential entry into new markets in which we have little experience or where competitors may have stronger market positions; – difficulties in integrating acquired operations, including challenges with the acquired company’s customers and partners; – challenges with the acquired company’s third-party service providers; – challenges with integrating the acquired companies' technology, and – challenges and costs relating to known and potential unknown liabilities, technology or security vulnerabilities or regulatory investigations associated with the acquired businesses. 44 Table of Contents From time to time, we engage in dispositions and divestitures of assets and entities, as a means to implement our business strategy, including the recent disposal of certain of our US TAMP assets and the sale of our Commodity and Energy Data business in 2024.
In addition, although we conduct robust due diligence through cross-functional teams when making an acquisition, each acquisition presents potential challenges and risks, including the following: – difficulties in assimilating, integrating, or retraining acquired employees. – differences between our values and those of our acquired companies, as well as disruptions to our workplace culture. – diversion of financial and managerial resources from existing operations. – challenges relating to the potential entry into new markets in which we have little experience or where competitors may have stronger market positions. – difficulties in integrating acquired operations, including challenges with the acquired company’s customers and partners. – challenges with the acquired company’s third-party service providers. – challenges with integrating the acquired companies' technology. – challenges and costs relating to known and potential unknown liabilities, technology or security vulnerabilities, or regulatory investigations associated with the acquired businesses.
Many of PitchBook’s clients are investment banks and other participants in the capital and M&A markets, which are subject to periodic business downturns driven by changes in such markets.
Our PitchBook business is also subject to cyclical trends specific to the private capital markets. Many of PitchBook’s clients are investment banks and other participants in the capital and M&A markets, which are subject to periodic business downturns driven by changes in such markets.
The strategic transactions we ultimately pursue may be subject to various closing conditions, including review or approval by foreign and domestic regulatory authorities, which we may not obtain on a timely basis or at all, which could adversely impact our financial and operating results.
The strategic transactions we ultimately pursue may be subject to various closing conditions, including review or approval by foreign and domestic regulatory authorities and obtaining third party consents, which we may not obtain on a timely basis or at all.
As a result, a decline in our revenue may lead to a proportionally larger decline in operating income. Additionally, as a result of managing our business with a long-term perspective, we generally don’t make significant adjustments to our strategy or cost structure in response to short-term factors.
A decline in our revenue may lead to a proportionally larger drop in operating income. As a result of managing our business with a long-term view, we typically do not make significant adjustments to our strategy or cost structure in response to short-term changes.
Further, while we endeavor to maintain coverage that we feel is appropriate to operations, size and general assessment of our risk, we are unable to predict with certainty the frequency, nature or magnitude of claims under these policies and our claims recovery experience.
While we endeavor to maintain coverage that we feel is appropriate to our operations, size, and general risk profile, certain types of claims may not be covered by this insurance. Further, we are unable to predict with certainty the frequency, nature, or magnitude of claims under our policies or our actual claims recovery experience.
As data is accessible across our products, consistent data privacy practices and disclosure becomes more important and challenging. Failure to comply with our public statements or to adequately disclose our privacy or data protection practices could result in costly investigations by governmental authorities, litigation, and fines, as well as reputational damage and customer loss.
Failure to comply with our public statements or to adequately disclose our privacy or data protection practices could result in costly investigations by government authorities, litigation, and fines, as well as reputational damage and customer loss.
Additionally, our current credit facility matures in September 2027. We may not be able to renegotiate or obtain additional or new financing on a timely basis or on terms favorable or acceptable to us.
Additionally, our current credit facilities mature in October 2028 and October 2030. We may not be able to renegotiate or obtain additional or new financing on a timely basis or on terms favorable or acceptable to us.
The goodwill of our business and other intangible assets from our acquisitions could be impaired as a result of business conditions in the future, requiring us to record substantial impairments that would impact our operating income. We assess the recoverability of recorded goodwill amounts on an annual basis or when evidence of potential impairment exists.
The goodwill of our business and other intangible assets could be impaired in the future, requiring us to record substantial impairments that could impact future earnings. We assess goodwill for impairment on an annual basis or when evidence of potential impairment exists.
Failing to create innovative, proprietary and insightful product and service offerings, keep pace with new investor requirements, technology developments, and trends, or anticipate our clients’ changing needs may negatively affect our competitive position and business results.
Failure to effectively and successfully navigate these independence and reputational challenges could adversely affect our business, operating results, and financial condition. Failing to create and maintain innovative, proprietary, and insightful product and service offerings, keep pace with new investor requirements, technology developments, and trends, or anticipate our clients’ changing needs may negatively affect our competitive position and business.
Our effective tax rate is based on the mix of income and losses in our US and non-US operations, statutory tax rates, and tax-planning opportunities available in the various jurisdictions in which we operate. We could be subject to changes in our tax rates, the adoption of new US or non-US tax legislation or exposure to additional tax liabilities.
Our effective tax rate is based on the mix of income and losses in our US and non-US operations, statutory tax rates, and tax-planning opportunities available in the various jurisdictions in which we operate.
If our operating results or other operating metrics fail to meet the expectations of outside research analysts and investors, the market price and trading volume of our common stock may decline. Additionally, our stock price may be susceptible to decline if our significant shareholders, including Joe Mansueto, were to sell substantial amounts of our common stock.
If our results or metrics fall short of expectations, our stock price and trading volume may decrease. Additionally, our stock price may be susceptible to decline if our significant shareholders, including Joe Mansueto, were to sell substantial amounts of our common stock.
As of December 31, 2024, Joe Mansueto, our Executive Chairman and Chairman of the Board, owned approximately 35.8% o f our outstanding common stock.
As of December 31, 2025, Joe Mansueto, our Executive Chairman and Chairman of the Board, owned approximately 37.5% of our outstanding common stock.
Our reputation and business may also be negatively impacted by allegations made about possible conflicts of interest, or by other negative publicity or media reports.
Risks Related to Our Business and Industry Failing to maintain and protect our brand, independence, and reputation may harm our business. Our reputation and business may also be negatively impacted by allegations made about possible conflicts of interest, lack of independence, or by other negative publicity or media reports.
We could be subject to claims by providers of data and information we compile from websites and other sources that we have improperly obtained that data in violation of the source’s copyrights or terms of use.
We may also face claims from providers of data and information we compile from websites and other sources, alleging we have obtained the data in violation of the source’s terms of use or copyrights.
While our business has historically generated strong cash flow and we are in compliance with all of our debt covenants, borrowings under our current credit facility are floating rate.
Our long-term debt was $1,072.6 million on December 31, 2025. While our business has historically generated strong cash flow and we are in compliance with all of our debt covenants, borrowings under our current credit facilities are floating rate.
We maintain voluntary and required insurance coverage, including, among others, general liability, property, director and officer, errors and omissions, network cybersecurity and privacy, employee practices liability, fidelity bond and fiduciary liability insurance and insurance required under ERISA at a significant annual cost, which is generally expected to increase over time.
We maintain voluntary and required insurance coverages, including, among others, general liability, property, director and officer, technical professional liability, media liability, network cybersecurity and privacy liability, investment advisory professional liability, fidelity bond, and worker’s compensation/employers liability at a significant annual cost, which is generally expected to increase over time.
While the Pillar Two minimum tax requirement is not anticipated to have a material impact on our current effective tax rate, we continue to monitor developments and administrative guidance in addition to evaluating the potential impact on our consolidated financial statements for future periods. Our revenues, expenses, assets, and liabilities are subject to fluctuations in foreign currency exchange rates.
We continue to monitor developments and administrative guidance in the countries where we operate in addition to evaluating the potential impact on our consolidated financial statements for future periods. Our revenues, expenses, assets, and liabilities are subject to fluctuations in foreign currency exchange rates.
Increased regulatory scrutiny in Jersey, which was recently removed from the FATF grey list, and South Africa, which is currently on the FATF grey list, increase compliance costs and exposes us to potential reputational harm. Our index business, Morningstar Indexes, is subject to regulations related to the oversight of the provision of benchmark administration services in the UK and EU.
Increased regulatory scrutiny in Jersey, which was recently removed from the FATF grey list, and South Africa, which is currently on the FATF grey list, increase compliance costs and exposes us to potential reputational harm.
As such, we have assessed our obligations under CSRD, and we expect that compliance with CSRD will require significant effort in future years. In contrast, the future of any US regulation of sustainability matters is uncertain and if adopted may not align with the disclosures required by CSRD or other legal and regulatory requirements.
In contrast, the future of any US regulation of sustainability matters is uncertain, and if adopted may not align with the disclosures required by the CSRD or other legal and regulatory requirements.
We use AI technologies from third parties, which may include open-source software. If we are unable to maintain rights to use these AI technologies on commercially reasonable terms, we may be forced to acquire or develop alternate AI technologies, which may limit or delay our ability to provide competitive offerings and may increase our costs.
We use AI technologies from third parties, including AI product engines and open-source software. If we are unable to maintain rights to use these AI technologies on commercially reasonable terms, or if third-party suppliers discontinue or materially change their offerings, we may be forced to acquire or develop alternate AI technologies.
Our ability to effectively market certain products and/or services or obtain adequate trademark protection in those locations could be adversely affected by these pre-existing usages. We have been and may continue to be subject to claims by third parties alleging infringement of their intellectual property rights.
This may prevent us from registering or using our marks and could limit our ability to market products or secure trademark protection in those locations. We have been and may continue to be subject to claims by third parties alleging infringement of their intellectual property rights.
Future sales of our common stock and fluctuations in our operating results may negatively affect our stock price. We believe our business has relatively high fixed costs, principally for compensation and benefits, and low variable costs, which has historically heightened the impact of revenue fluctuations on our operating results.
Our stock price may not reflect our assessment of intrinsic value and future sales of our common stock by our significant shareholders and fluctuations in our operating results may negatively affect our stock price. We believe our business has relatively high fixed costs, mainly for compensation and benefits, and low variable costs, making our operating results sensitive to revenue fluctuations.
As a means to implement our business strategy, we periodically evaluate and make investments in, or acquisitions of, complementary businesses, services and technologies, and intellectual property rights, and expect to continue to make such investments and acquisitions in the future. However, there can be no assurance we can identify suitable investment or acquisition candidates at acceptable prices.
As a means to implement our business strategy, we periodically evaluate and make investments in, or acquisitions of, complementary businesses, services and technologies, and intellectual property rights, or dispose of assets or products, and expect to continue to do so in the future.
We could also be subject to claims based on the content that is accessible from our website through links to other websites. Products and enhancements we develop or license have contained, and in the future may contain, undetected errors or defects despite testing or other quality assurance practices.
Products and enhancements that we develop or license have contained, and may in the future contain, undetected errors or defects despite testing or other quality-assurance practices.
Such claims can also be alleged against clients, customers, or distributors of our products or services whom we have agreed to indemnify against third party claims of infringement. The defense of such claims can be costly and consume valuable management time and attention.
Such claims can also be alleged against clients, customers, or distributors of our products and services with whom we have agreed to provide indemnification protection.
Governments may continue to adopt or tighten restrictions of this nature, and such restrictions or government actions could negatively impact our acquisition and investment opportunities, business and financial results. Acquisitions or divestitures may expose us to litigation from our shareholders or other third parties, which, even if unsuccessful, could be costly to defend and serve as a distraction to management.
Future restrictions or government actions could also limit acquisition and investment opportunities and negatively impact our business and financial results. Acquisitions or divestitures may also expose us to shareholder or third-party litigation, which could be costly and distract management even if unsuccessful.
For instance, the European Union Corporate Sustainability Reporting Directive (CSRD), in its current form, applies to both EU and non-EU in-scope entities and requires such entities to provide expansive disclosures on various sustainability topics including climate change, biodiversity, workforce, supply chain, and business ethics. We expect CSRD will apply to our operations in the future.
For example, the EU Corporate Sustainability Reporting Directive (CSRD) applies to both EU and non-EU entities in scope and mandates extensive disclosures on sustainability topics such as climate change, biodiversity, workforce, supply chain, and business ethics, and may apply to our operations based on recent legal developments.
In addition, as we do not provide earnings guidance and our executive team generally doesn't take one-on-one meetings with investors and research analysts, and given limited analyst coverage of our stock, our stock price may not, now or in the future, reflect the intrinsic value of our business and assets.
As we do not provide earnings guidance and our executive team generally doesn’t take individual meetings with investors and analysts, and given limited analyst coverage of our stock, our stock price may not now, or in the future, reflect the intrinsic value of our business and assets.For example, recent market sentiment regarding the impact of AI on software and data company growth prospects has driven meaningful sector-wide stock price declines, including Morningstar's, despite strong operating performance.
We have not always been able to, and in the future may not be able to, comply with changes or variances in the laws, rules and regulations applicable to our businesses without making extensive changes to our business practices.
We have not always been able to, and in the future may not be able to, comply with the changing substance, application, and interpretation of such laws, rules, and regulations without making significant modifications to our operations.
Legislation aimed at protecting material nonpublic information or mitigating potential conflicts of interest further define how certain information can be accessed and retained which may result in less efficient or higher cost technological processes and infrastructure.
Legislation aimed at protecting material nonpublic information or mitigating potential conflicts of interest further defines how we access and retain certain data, potentially resulting in less efficient or more costly technological processes and infrastructure.
We could also be subject to claims from third parties, such as securities exchanges from which we license and redistribute data and information, that we have used or redistributed the data or information in ways not permitted by our license rights or that we have inadequately permissioned our clients to use such data.
We may face claims from third parties, such as securities exchanges from which we license and redistribute data and information, alleging improper use or redistribution of licensed data, or that we have inadequately permissioned our clients to use such data.
As a global taxpayer, we face challenges due to increasing complexities in accounting for taxes (e.g., base erosion, minimum taxes, and tax transparency), which are high priorities in jurisdictions in which we operate and could materially affect our tax obligations and effective tax rate.
Impairment testing is based on several factors which require judgment from management and may result in non-cash impairment charges in future periods, which could have a material adverse impact on our operating results and financial condition. 31 Table of Contents As a global taxpayer, we face challenges due to increasing complexities in accounting for taxes (e.g., base erosion, minimum taxes, and tax transparency), which are high priorities in jurisdictions in which we operate and could materially affect our tax obligations and effective tax rate.
Our strategic transactions, acquisitions and investments in companies or technologies may not result in the expected business or financial benefits, ultimately having an adverse effect on our operating results and our ability to deliver long-term value to our shareholders.
Inadequate due diligence relating to or oversight of third parties, such as failing to detect conflicts of interest, fraud, data breaches, cyberattacks, or legal noncompliance, could result in financial loss, regulatory sanctions, or reputational harm. 30 Table of Contents Our strategic transactions, acquisitions, dispositions, and investments in companies or technologies may not result in the expected business or financial benefits, ultimately having an adverse effect on our operating results and our ability to deliver long-term value to our shareholders.
Maintaining compliance with any expanded requirements that may be imposed by these laws and regulations can be time consuming and require significant resources. Morningstar DBRS is also subject to regular regulatory examinations and occasional investigations, which are time consuming and can impact day-to-day operations.
Adhering to any current or expanded requirements that may arise under these frameworks can be complex, resource-intensive, and time-consuming. In addition, Morningstar DBRS is subject to regular regulatory examinations and occasional investigations, which can be time consuming and impact day to day operations.
For example, investors may take legal action against us if they rely on published information that contains an error, or a company may claim that we have made a defamatory statement about it or its employees.
We may face claims related to securities law violations, defamation, negligence, or other issues arising from the information we publish, including our research and ratings. For example, investors could take legal action against us if they rely on published information that contains an error, or companies may claim we have made a defamatory statement about them or their employees.
While SOFR is a secured rate, LIBOR was an unsecured rate, thus, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, which may result in increased volatility in the interest rates payable under our credit facility and potentially increase our funding costs.
There can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, which may result in increased volatility in the interest rates payable under our credit facilities and potentially increase our funding costs. 32 Table of Contents Furthermore, the terms of our debt agreements include restrictive covenants that limit, among other things, our and our subsidiaries’ financial flexibility and ability to implement certain transactions.
AI technologies may present business, legal, and reputational risks as they are incorporated into our products and tools. We use, and may continue to expand our use of, machine learning and AI technologies into certain of our products and processes.
AI technologies may present business, legal, compliance, and reputational risks as they are incorporated into our products and tools. We use, and may expand our use of, AI technologies across our products, internal tools, and third ‑ party SaaS platforms. While AI offers opportunities to improve efficiency and innovation, it also introduces risks.
Generally, open-source licenses will not contain warranties against infringement claims, or covering the quality or security of the code, and some licenses contain provisions requiring the public release of our proprietary source code if it is combined with the open-source code in a certain manner.
Open-source licenses typically lack warranties for infringement claims or covering the quality or security of the code, and some may require public release of our proprietary source code if combined in certain ways, potentially putting us at a competitive disadvantage.
During these downturns, they often seek to reduce spending on third-party services, as well as the number of employees, which would directly and adversely affect the number of prospective users for the PitchBook platform.
During these downturns, they often seek to reduce spending on third-party services, as well as the number of employees, which would directly and adversely affect the length of sales cycles and the number of prospective users for the PitchBook platform. 23 Table of Contents Changing economic conditions or market trends could affect demand for products and services or asset values, which may have a material and adverse effect on our business, operating results, and financial condition.
In some cases, such as with our credit ratings business, interactions with regulators are extensive and continuous, which is increasingly costly and resource intensive to manage. To the extent any of those interactions result in a finding of noncompliance, they could pose a significant reputational risk to us, expose us to fines, sanction and penalties and negatively impact our business.
Some areas require extensive and ongoing interactions with regulators, which is an increasingly costly and resource intensive process and could result in a finding of noncompliance, which could expose us to fines, sanctions, penalties and reputational risk.
Our measures may not be adequate or designed to prevent all eventualities or all types or sources of attacks, and we may be vulnerable to circumvention of security systems, denial of service attacks or other cyberattacks, hacking including “hacktivism”, “phishing” or other social engineering attacks, computer viruses, ransomware or malware, employee or insider error, employee or vendor malfeasance, physical breaches or other malicious actions.
We may be vulnerable to circumvention of security systems, denial of service attacks or other cyberattacks, hacking including “hacktivism,” “phishing,” or other social engineering attacks, malware, ransomware, employee or insider errors, employee or vendor malfeasance, physical breaches, or other malicious actions. Additionally, remote work and the use of personal devices introduce additional risk management challenges.
Use of our products or services as part of the investment process and other activities creates the risk that our customers, investors, the companies that we rate or assess across our products, or the shareholders of those companies, may pursue claims against us based on even a small error in our data, calculations, methodologies, input, or analysis, or a malfunction or failure in our systems, products or services.
Use of our products or services as part of the investment processes and other activities, by our customers, investors, companies that we rate or assess, or their shareholders could subject us to claims for errors in our data, calculations, methodologies, inputs, analysis, or system failures.
Corporate tax reform, base-erosion efforts, and tax transparency continue to be high priorities in many jurisdictions in which we operate. In October 2021, the Organization for Economic Co-operation and Development (OECD) agreed to a two-pillar approach to global taxation focusing on global profit allocation (Pillar One) and a global minimum tax rate (Pillar Two).
Corporate tax reform, base-erosion efforts, and tax transparency continue to be high priorities in many jurisdictions in which we operate. Changes in tax laws or regulation around the world, including efforts led by the Organization for Economic Co-operation and Development (OECD), could result in increases to our effective tax rate.
Our reputation may also be harmed if any errors are found in our products or services. As our business has evolved, we have entered, and may in the future enter into, lines of business and business arrangements that may give rise to allegations of conflicts of interest or perceived failures of our independence and objectivity.
Expanding our brand to less mission-aligned products may also harm our reputation or dilute our brand. As our business continues to evolve and expand, we have entered and may in the future enter into business lines and/or arrangements that may raise concerns about potential conflicts of interest or perceived independence failures.
Our operations could also be affected by other risks and uncertainties that are not presently known to us or that we currently consider to be immaterial to our operations. Risks Related to Our Business and Industry Failing to maintain and protect our brand, independence, and reputation may harm our business.
In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Our operations could also be affected by other risks and uncertainties that are not presently known to us or that we currently consider to be immaterial to our operations.
Three of our subsidiaries, Morningstar Investment Management LLC (MIM), Morningstar Investment Services LLC, and Morningstar Research Services LLC, are registered as investment advisers with the SEC under the Advisers Act, which subjects them to requirements related to record-keeping, reporting and standards of care, in addition to fiduciary obligations owed to their clients.
In the US, Morningstar Investment Management LLC (MIM), is a registered investment adviser under the Investment Advisers Act of 1940 (the 40 Act), and is subject to SEC requirements for record-keeping, reporting, standards of care, and fiduciary obligations.
If our license products and services fail to satisfy the regulatory requirements applicable to these clients, we may lose their business. Our regulated investment services operations are subject to regulation in markets outside the US.
Many asset management and financial advisor clients are similarly regulated. The failure of our licensed products to meet their regulatory requirements could lead to loss of business. Our regulated investment services operations are subject to regulation in markets outside the US.
Our technology is also heavily dependent on the quality and comprehensiveness of our data and our ability to successfully build analytics, research, and other intellectual property around that data.
Our technology heavily relies on the quality and comprehensiveness of our data and our ability to build valuable analytics, research, and intellectual property around it. Delivering personalized advice that clients value requires collecting, organizing, and analyzing large, diverse datasets.
Similarly, we have encountered and may continue to encounter situations in certain jurisdictions where one or more third parties are already using the “Morningstar” name, either as part of a registered corporate name, a registered domain name, or otherwise.
We believe our trademark rights in the “Morningstar” name and logo, and those of our subsidiaries represent materially valuable intangible assets. We have encountered and may continue to encounter jurisdictions in which third parties hold pre-existing trademark registrations or use the “Morningstar” name, either as part of a registered corporate name or domain name, or otherwise.
We are subject to various anti-corruption laws that prohibit improper payments or benefits or offers of payments or benefits to foreign governments and their officials and, in some cases, to employees of a business for the purpose of directing, obtaining or retaining business.
We are also subject to certain anti-corruption laws in the jurisdictions where we do business, which prohibit the improper offering, promising, authorizing, or giving anything of value to foreign government officials, or business employees for the purpose of directing, obtaining, or retaining business.
These restraints have impacted, and may in the future impact our ability to continue to market and/or sell our products and services in these geographies, resulting in loss in revenue, and subject us to significant fines and penalties or cause us to incur expenses relating to government investigations, inquiries, or subpoenas if we fail to comply.
These restrictions have impacted and may in the future impact our ability to continue to market and sell our products in these geographies, resulting in loss of revenue.
The rapidly evolving regulatory environment for AI technologies may also impact our ability to protect our own data and intellectual property against infringement through these AI external tools. 36 Table of Contents We could face liability for failing to properly protect or use the information and data we collect, store, use, create, and distribute or the reports and other documents we publish or that are produced by our software products.
The rapidly evolving regulatory environment for AI technologies may also impact our ability to protect our own data and intellectual property against infringement or unintended use through these external AI tools. We could face liability stemming from the accuracy and use of our research, ratings, and published data, and our dependence on ingested third-party data, licensed content, and open-source components.
We may be targeted by actors who are more sophisticated and have more resources than the actors our security program is designed to protect against. These actors may seek to attack our products and services or penetrate our network infrastructure to gain access to intellectual property, confidential or personal information, or to facilitate distributed denial of service attacks.
These actors have targeted, and may target, our products, people, services, and network infrastructure to access intellectual property, confidential or personal information, or disrupt operations (e.g., distributed denial of service attacks or ransomware).
Security vulnerabilities with the use of open-source software could impact our products and services, which may result in the need for change control, testing and potential re-engineering efforts that could increase costs and impact our software development and products.
Additionally, we use and incorporate open-source code in our software development and products, which could expose us to additional security risks, increase costs, and complicate the commercialization of our products and services. Security vulnerabilities due to the use of open-source software could require additional testing, change control, or re-engineering, potentially increasing costs and impacting our development processes and products.
Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
We have been, and could in the future be, subject to changes in our tax rates, the adoption of new or evolving US or non-US tax legislation or exposure to additional tax liabilities. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
We could also be subject to claims from regulators that we have mishandled private ratings or nonpublic data and information, in particular in our business unit containing our credit ratings products. These regulatory bodies have audit rights regarding our data use which could have similar adverse consequences in terms of time, expense, or fines.
These regulators have audit rights regarding our data use which could have similar adverse consequences in terms of time, expenses, or fines. Defending claims based on the information we publish could be expensive and time-consuming and could adversely affect our business, operating results, and financial condition.
We believe that the reputation of our company and our brand generally, as well as the perception of our research and ratings products and services, is based on the trust that users of our products and services have in our commitment to our mission to empower investor success underscored by principles of independence, transparency and long-term focus.
We believe our reputation, brand, and the value of our products and services are built on the trust that our users have in our commitment to empowering investor success through independence, transparency, and a long-term focus. Any real or perceived failure to uphold these principles, including lapses in employee integrity or independence, may harm our reputation.
Failure to protect our intellectual property rights, or claims of intellectual property infringement against us, could harm our brand, our financial performance and our ability to compete effectively. We rely primarily on patent, trademark, copyright, and trade secret rights, as well as contractual protections and technical safeguards, to protect our intellectual property rights and proprietary information.
We rely primarily on trademarks, copyright, patents and trade secret rights, as well as contractual protections and technical safeguards, to protect our intellectual property and proprietary information. These measures may not be adequate to safeguard our brand or competitive advantage, and third parties could challenge, circumvent, or improperly access our intellectual property and proprietary information.
From time to time, we have acquired, and may in the future acquire, other businesses, and while we conduct due diligence on the technology systems and practices of these companies, there can be no assurance that acquired companies have not suffered data breaches or system intrusions prior to and potentially continuing after our acquisition for which we may be liable.
While we conduct due diligence on the products, technology systems, and practices of these companies, we may inherit existing or undiscovered security vulnerabilities, data breaches, or system intrusions for which we could be liable.
We have also announced a number of goals and initiatives with the advice from external consultants, including on our decarbonization efforts, in accordance with standards, including, but not limited to, Task Force on Climate-Related Financial Disclosure (TCFD), Sustainability Accounting Standards Board (SASB), and Global Reporting Initiative (GRI).
We have announced decarbonization goals and other initiatives, guided by standards such as the Task Force on Climate-Related Financial Disclosure (TCFD), the Sustainability Accounting Standards Board (SASB), and Global Reporting Initiative (GRI). Morningstar has committed to decarbonizing 50% of our scope 1 and scope 2 greenhouse gas emissions by 2030 and to publicly disclosing our emissions annually.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe continue to invest in our IT security infrastructure, InfoSec Program and to enhance our internal controls and processes to help protect our business from cybersecurity threats. For a discussion of the risks cybersecurity threats pose to our business strategy, results of operations and financial condition, please see “Item 1A.
Biggest changeWe believe that currently we have not encountered a cybersecurity event that has had a material impact on our business, financial condition, or results of our operation. We continue to invest in our IT security infrastructure, InfoSec Program and to enhance our internal controls and processes to help assess, identify, and protect against cybersecurity threats to our business.
Cybersecurity events which may be significant are further escalated to the Cyber Incident Disclosure Committee (Cyber Committee). The Cyber Committee consists of the CIO, the CISO, the chief privacy officer, the chief legal officer, the head of corporate communications, representatives of the affected business unit and/or their respective delegates.
Cybersecurity events which may be significant are further escalated to the Cyber Incident Disclosure Committee (Cyber Committee). The Cyber Committee consists of the CIO, the CISO, the chief privacy officer, the chief legal officer, the head of corporate communications, and representatives of the affected business unit and/or their respective delegates.
Our Chief Information Officer (CIO) and CISO provide an update to the Audit Committee at each of its regular meetings, which covers recent trends, identifies emergent risks to our technology infrastructure, DR plan statistics, employee training metrics, and major updates on security assessments and threat landscape as needed.
Our Chief Information Officer (CIO) and CISO provide an update to the Audit Committee at each of its regular meetings, which covers recent trends, identifies emergent risks to our technology infrastructure, Disaster Recovery (DR) plan statistics, employee training metrics, and major updates on security assessments and threat landscape as needed.
Cybersecurity is a critical component of our enterprise risk management and the company has identified cybersecurity as one of the key risk categories it faces. Risk Management and Strategy Morningstar takes a risk-based approach for managing its cybersecurity program. The program is evaluated periodically, including against the NIST Cybersecurity Framework, most recently in 2024.
Cybersecurity is a critical component of our enterprise risk management, and the company has identified cybersecurity as one of the key risk categories it faces. Risk Management and Strategy Morningstar takes a risk-based approach for managing its cybersecurity program. The program is evaluated biennially, including against the NIST Cybersecurity Framework, most recently in 2024.
Our Board of Directors has delegated oversight of cybersecurity risks to the Audit Committee. The Audit Committee reviews and discusses with management risks relating to our cybersecurity and data privacy practices and has oversight of our cybersecurity risks.
The Audit Committee reviews and discusses with management risks relating to our cybersecurity and data privacy practices and has oversight of our cybersecurity risks.
The InfoSec Team manages our Information Security Program (InfoSec Program), which has oversight of IT risk governance, IT third-party risk management, software and product security, security operations and incident management, IT compliance, technical disaster recovery, and establishing enterprise-wide information security policies and procedures. 49 Table of Contents Our CISO also meets regularly with senior leaders from the IT, Legal, Audit, and Compliance departments to discuss environmental, regulatory, and technological changes and associated risks to the security and confidentiality of our information.
The InfoSec Team manages our Information Security Program (InfoSec Program), which has oversight of IT risk governance, IT third-party risk management, software and product security, security operations and incident management, IT compliance, technical disaster recovery, and establishing enterprise-wide information security policies and procedures.
Employees undergo annual security awareness training, and a quarterly phishing exercise is conducted. Quarterly security incident tabletop exercises are conducted with appropriate stakeholders to practice response procedures, and an annual tabletop exercise is conducted with the executive leadership team to test our enterprise resilience.
Quarterly security incident tabletop exercises are conducted with appropriate stakeholders to practice response procedures, and an annual tabletop exercise is conducted with the executive leadership team to test our enterprise resilience. The enterprise resilience team manages both disaster recovery as well as business continuity plans in preparation to recover from high-impact events.
Risk Factors — Risks Related to Our Information Technology and Security” in this Report. Governance Our experienced InfoSec Team is headed by our CISO, who reports to a member of our executive leadership team. Our CISO holds a Ph.D. in Computer Science with a focus on Cybersecurity and Privacy and has more than 15 years of information security experience.
Our CISO holds a Ph.D. in Computer Science with a focus on Cybersecurity and Privacy and has more than 15 years of information security experience. The InfoSec Team is responsible for assessing and managing cybersecurity risks and threats.
As part of the company’s processes for engaging vendors, subcontractors and other third-parties, the InfoSec Team evaluates any such entities that may process confidential information prior to conducting business with them. We also evaluate the security status of our critical third parties periodically to determine whether they continue to meet our security standards.
As part of the company’s processes for engaging vendors, subcontractors and other third-parties, the InfoSec Team evaluates any such entities that may process confidential information prior to conducting business with them.We also conduct periodic assessments of the security posture of critical third party vendors through the use of formal questionnaires and a review of pertinent documentation provided by those parties, to confirm their continued adherence to our security standards. 34 Table of Contents Employees undergo annual security awareness training, and a quarterly phishing exercise is conducted.
Removed
The enterprise resilience team manages both disaster recovery as well as business continuity plans in preparation to recover from high-impact incidents. We believe that currently we have not encountered a cybersecurity event that has had a material impact on our business, financial condition, or results of our operation.
Added
For a discussion of the risks cybersecurity threats pose to our business strategy, results of operations, and financial condition, please see “Item 1A. Risk Factors — Risks Related to Our Information Technology and Security” in this Report. Governance Our experienced InfoSec Team is headed by our CISO, who reports to a member of our executive leadership team.
Removed
The InfoSec Team is responsible for assessing and managing cybersecurity risks and threats.
Added
Our CISO also meets regularly with senior leaders from the IT, Legal, Audit, and Compliance departments to discuss environmental, regulatory, and technological changes and associated risks to the security and confidentiality of our information. Our Board of Directors has delegated oversight of cybersecurity risks to the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that our existing and planned office facilities, which are used by all of our segments, are adequate for our needs and that additional or substitute sp ace is available to accommodate growth and expansion.
Biggest changeWe believe that our existing and planned office facilities, which are used by all of our segments, are adequate for our needs and that additional or substitute space is available to accommodate growth and expansion. 35 Table of Contents
Item 2. Properties As of December 31, 2024, we leased approximately 527,000 square feet of office space for our US operations, with approximately half of the space for our corporate headquarters located in Chicago, Illinois.
Item 2. Properties As of December 31, 2025, we leased approximately 497,000 square feet of office space for our US operations, with approximately half of the space for our corporate headquarters located in Chicago, Illinois.
We also lease approximately 727,000 square feet of office space in 22 other countries around the world, including approximately 360,000 square feet in Mumbai, India and approximately 95,000 square feet in Toronto, Canada.
We also lease approximately 796,000 square feet of office space in 20 other countries around the world, including approximately 456,000 square feet in Mumbai, India and approximately 82,000 square feet in Toronto, Canada.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We incorporate by reference the information regarding legal proceedings set forth in Note 17 of the Notes to our Consolidated Financial Statements contained in Part II, Item 8 of this Report. Item 4. Mine Safety Disclosures Not applicable. 50 Table of Contents Part II
Biggest changeItem 3. Legal Proceedings We incorporate by reference the information regarding legal proceedings set forth in Note 17 of the Notes to our Consolidated Financial Statements contained in Part II, Item 8 of this Report. Item 4. Mine Safety Disclosures Not applicable. 36 Table of Contents Part II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 50 Part II 51 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 51 Item 6. [Reserved] 51 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 75 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 36 Part II 37 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6. [Reserved] 37 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 60 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRefer to Note 18 of the Notes to our Consolidated Financial Statements for more information regarding our share repurchase program: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced programs Approximate dollar value of shares that may yet be purchased under the programs (a) October 1, 2024 - October 31, 2024 — $ — — $ 498,550,338 November 1, 2024 - November 30, 2024 15,300 $ 345.27 15,300 $ 493,267,705 December 1, 2024 - December 31, 2024 18,000 $ 349.42 18,000 $ 486,978,224 Total 33,300 $ 347.51 33,300 ______________________________________ (a) Repurchases will only be effected pursuant to the $500.0 million share repurchase program authorized by our board of directors and announced publicly on December 6, 2022, which commenced on January 1, 2023 and which will expire on December 31, 2025.
Biggest changeRefer to Note 18 of the Notes to our Consolidated Financial Statements for more information regarding our share repurchase program: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced programs Approximate dollar value of shares that may yet be purchased under the programs (a) October 1, 2025 - October 31, 2025 424,282 $ 224.57 424,282 $ 990,017,520 November 1, 2025 - November 30, 2025 893,808 $ 212.57 893,808 $ 800,019,757 December 1, 2025 - December 31, 2025 462,169 $ 216.38 462,169 $ 700,017,506 Total 1,780,259 $ 216.42 1,780,259 ______________________________________ (a) Repurchases effected pursuant to the $500.0 million 2022 Share Repurchase Program (announced December 6, 2022), which has since been completed and replaced by the $1.0 billion 2025 Share Repurchase Program effective October 31, 2025 (announced October 29, 2025).
The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. We paid four quarterly dividends during 2024.
The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. We paid four quarterly dividends during 2025.
The table below presents information related to repurchases of common stock we made during the three months ended December 31, 2024.
The table below presents information related to repurchases of common stock we made during the three months ended December 31, 2025.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the Nasdaq Global Select Market under the symbol "MORN." As of February 21, 2025, there were 527 shareholders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the Nasdaq Global Select Market under the symbol "MORN." As of February 6, 2026, there were 495 shareholders of record of our common stock.
In the fourth quarter of 2024, we announced an increase of our quarterly cash dividend from 40.5 cents per share to 45.5 cents per share. While subsequent dividends will be subject to board approval, we expect to pay a regular quarterly dividend of 45.5 cents per share in 2025.
In the fourth quarter of 2025, we announced an increase of our quarterly cash dividend from 45.5 cents per share to 50.0 cents p er share. While subsequent dividends will be subject to board approval, we expect to pay a regular quarterly dividend of 50.0 cents per share in 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

113 edited+43 added−59 removed33 unchanged
Biggest changeFor us, these risks and uncertainties include, among others: • 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; • 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 AI 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; • prolonged volatility or downturns affecting the financial sector, global financial markets, and the global economy and the effect on our revenue from asset-based fees and credit ratings business; • 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 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; • 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 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; 52 Table of Contents • the impact of recently issued accounting pronouncements on our consolidated financial statements and related disclosures; • impact on our stock price due to future sales of our common stock and fluctuations in our operating results; and • failing to protect our intellectual property rights or claims of intellectual property infringement against us.
Biggest changeFor us, these risks and uncertainties include, among others: • failing to achieve the anticipated benefits of the Center for Research in Security Prices, LLC (CRSP) acquisition; • failing to maintain and protect our brand, independence, and reputation; • failing to prevent and/or mitigate cybersecurity events and the failure to protect confidential information, including personal information about individuals; • changing economic and market conditions, including prolonged volatility, recessions, or downturns affecting the financial, data and software sectors and global financial markets, fluctuating interest rates, 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 or expansion of laws applicable to our regulated businesses; • failing to innovate or streamline our product and service offerings or meet or anticipate our clients’ changing needs; • the impact of AI technologies on our business, as well as legal and reputational risks as they are incorporated into our products and tools; • failing to detect errors in our products or methodology or our products performing improperly 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, including failing to manage costs related thereto; • 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; • our strategic transactions, acquisitions, dispositions, and investments in companies or technologies failing to yield expected business or financial benefits, negatively impacting our operating results and our ability to deliver long-term value to shareholders; • triggering events for impairment of goodwill or assets; • failing to maintain growth across our businesses due to changes in geopolitics and the regulatory landscape; • failing to recognize deferred revenue; • 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; 38 Table of Contents • 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 repurchase shares of our common stock; • 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 disclosures; • impact on our stock price due to market conditions, future sales of our common stock and fluctuations in our operating results; and • failing to protect our intellectual property rights or claims of intellectual property infringement against us.
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,” “might,” “objective,” “ongoing,” “could,” “expect,” “intend,” “plan,” “possible,” “potential,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “prospects”, “continue,” “seek,” “strategy,” “strive,” “will,” “would,” "determine," "evaluate," or the negative thereof, and similar expressions.
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,” “might,” “objective,” “ongoing,” “could,” “expect,” “intend,” “plan,” “possible,” “potential,” “anticipate,” “believe,” “predict,” “prospects”, “continue,” “seek,” “strategy,” “strive,” “will,” “would,” "determine," "evaluate," or the negative thereof, and similar expressions.
Proceeds were primarily used to pay off a portion of the company's outstanding debt under the prior credit agreement. Interest on the 2030 Notes will be paid semi-annually on each October 30 and April 30 during the term of the 2030 Notes and at maturity, with the first interest payment date occurring on April 30, 2021.
Proceeds were primarily used to pay off a portion of the company's outstanding debt under a prior credit agreement. Interest on the 2030 Notes will be paid semi-annually on each October 30 and April 30 during the term of the 2030 Notes and at maturity, with the first interest payment date occurring on April 30, 2021.
These include the cost approach, which measures the value of an asset based on the cost to reproduce it or replace it with another asset of like utility by applying the reproduction cost method or replacement cost method; the market approach, which values the asset through an analysis of sales and offerings of comparable assets which can be adjusted to reflect differences between the investment or asset being valued and the comparable investments or assets, such as historical financial condition and performance, expected economic benefits, time and terms of sale, utility, and physical characteristics, and the income approach, which measures the value of an asset based on the present value of the economic benefits it is expected to produce utilizing inputs such as estimated future cash flows based on forecasted revenue growth rates and margins, estimated attrition rates, and discount rate assumptions. • Estimate the remaining useful life of the assets: For each intangible asset, we use judgment and assumptions to establish the remaining useful life of the asset.
These include the cost approach, which measures the value of an asset based on the cost to reproduce it or replace it with another asset of like utility by applying the reproduction cost method or replacement cost method; the market approach, which values the asset through an analysis of sales and offerings of comparable assets which can be adjusted to reflect differences between the investment or asset being valued and the comparable investments or assets, such as historical financial condition and performance, expected economic benefits, time and terms of sale, utility, and physical characteristics; and the income approach, which measures the value of an asset based on the present value of the economic benefits it is expected to produce utilizing inputs such as estimated future cash flows based on forecasted revenue growth rates and margins, estimated attrition rates, estimated royalty rates, and discount rate assumptions. • Estimate the remaining useful life of the assets: For each intangible asset, we use judgment and assumptions to establish the remaining useful life of the asset.
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. This section includes comparisons of certain 2024 financial information to the same information for 2023.
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. This section includes comparisons of certain 2025 financial information to the same information for 2024.
EU and UK Regulatory Divergence For our regulated businesses in the UK and EU, following the UK’s Financial Services and Markets Act 2023, there is a growing risk of divergence as between the specifics of the EU and UK regulatory regimes, as the UK continues to adapt its post-Brexit financial services regulatory framework and to tailor its rules to suit the UK market, while seeking to strengthen its position in wholesale markets more generally.
EU and UK Regulatory Divergence For our regulated businesses in the UK and EU, following the UK’s Financial Services and Markets Act 2023, there is a growing risk of divergence between the specifics of the EU and UK regulatory regimes, as the UK continues to adapt its post-Brexit financial services regulatory framework and tailors its rules to suit the UK market, while seeking to strengthen its position in wholesale markets more generally.
Our capital expenditures mainly relate to capitalized software development costs, information technology equipment, and leasehold improvements. We amortize capitalized software development costs over their estimated economic life, generally three years. We depreciate property and equipment using the straight-line method based on the useful lives of the assets, which range from three to seven years.
Our capital expenditures mainly relate to capitalized software development costs, information technology equipment, and leasehold improvements. We amortize capitalized software development costs on a straight-line basis over their estimated economic life, generally three years. We depreciate property and equipment using the straight-line method based on the useful lives of the assets, which range from three to seven years.
These and other potential regulations may impact not only the scope of our disclosure obligations and the products and services we provide to customers but also present an opportunity to guide and inform investors who are looking to understand the regulations and develop their own workflows to ensure their compliance with new requirements.
These and other potential regulations may impact not only the scope of our disclosure obligations and the products and services we provide to customers but also present an opportunity to guide and inform investors who are looking to understand the regulations and develop their own workflows to support their compliance with new requirements.
We also have investments outside of the US, and where we have significant influence, we apply the equity method of accounting. 54 Table of Contents How We Evaluate Our Business When our analysts evaluate a stock, they focus on assessing the company's estimated intrinsic value, which is based on estimated future cash flows, discounted to their value in today's dollars.
We also have investments outside of the US, and where we have significant influence, we apply the equity method of accounting. How We Evaluate Our Business When our analysts evaluate a stock, they focus on assessing the company's estimated intrinsic value, which is based on estimated future cash flows, discounted to their value in today's dollars.
Increased ESG Regulation and Anti-ESG Scrutiny Interest from investors, regulators and other relevant stakeholders in firms adopting ESG-related business and operational risk strategies persists. Morningstar is impacted by these trends on a corporate level, as a US public company with international operations, and on a business level.
Increased ESG Regulation and Scrutiny Interest from investors, regulators, and other relevant stakeholders in firms adopting ESG-related business and strategies persists. Morningstar is impacted by these trends on a corporate level, as a US public company with international operations, and on a business level.
These intangible assets generally consist of customer relationships, trademarks and trade names, technology-related intangibles (including internally developed software and databases), and in certain acquisitions, noncompete agreements. • Estimate the fair value of these intangible assets: We may consider various approaches to value the intangible assets.
These intangible assets generally consist of customer relationships, trademarks and trade names, technology-related intangibles (including internally developed software and databases), and in certain acquisitions, noncompete agreements. 58 Table of Contents • Estimate the fair value of these intangible assets: We may consider various approaches to value the intangible assets.
Year-to-year comparisons of the 2023 financial information to the same information for 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024.
Year-to-year comparisons of the 2024 financial information to the same information for 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.
The significance of this policy varies from period to period depending upon the volume of applicable acquisition transactions occurring. Recently Adopted and Issued Accounting Pronouncements Refer to Note 19 of the Notes to our Consolidated Financial Statements for recently adopted and issued accounting pronouncements as of December 31, 2024. 74 Table of Contents
The significance of this policy varies from period to period depending upon the volume of applicable acquisition transactions occurring. Recently Adopted and Issued Accounting Pronouncements Refer to Note 19 of the Notes to our Consolidated Financial Statements for recently adopted and issued accounting pronouncements as of December 31, 2025. 59 Table of Contents
Our 2024 effective rate was favorably impacted by the book gain in excess of taxable gain on the sale of our Commodity and Energy Data business and was offset by deferred taxes that we recorded with respect to unremitted foreign earnings.
The company's 2024 effective tax rate was favorably impacted by the book gain in excess of taxable gain on the sale of its Commodity and Energy Data business and was offset by deferred taxes that we recorded with respect to unremitted foreign earnings.
We pro vide the following measures that can help investors generate their own assessment of how our intrinsic value has changed over time: • Revenue (including organic revenue); • Operating income (including adjusted operating income); • Operating margin (including adjusted operating margin); and • Free cash flow.
We pro vide the following measures that can help investors generate their own assessment of how our intrinsic value has changed over time: • Revenue; • Operating Income; • Operating Margin; and • Operating Cash Flow.
Equity in investments of unconsolidated entities (in millions) 2024 2023 Equity in investments of unconsolidated entities $ (17.4) $ (7.4) Equity in investments of unconsolidated entities primarily reflects losses from our unconsolidated entities and impairment. We recorded a $12.4 million impairment loss in 2024 related to our investment in SmartX Advisory Solutions.
Equity in investments of unconsolidated entities (in millions) 2025 2024 Equity in investments of unconsolidated entities $ (3.3) $ (17.4) Equity in investments of unconsolidated entities primarily reflects losses from our unconsolidated entities and impairment. We recorded a $12.4 million impairment loss in 2024 related to our investment in SmartX Advisory Solutions.
Our transaction-based revenue includes revenue that is one time in nature and related Morningstar Credit recurring revenue primarily derived from surveillance and research. Deferred Revenue We invoice some of our clients and collect cash in advance of providing services or fulfilling subscription services to our customers.
Our asset-based arrangements typically range from one to three years. Our transaction-based revenue includes revenue that is one time in nature and related Morningstar Credit recurring revenue primarily derived from surveillance and research. Deferred Revenue We invoice some of our clients and collect cash in advance of providing services or fulfilling subscription services to our customers.
Segment Results Segment adjusted operating income reflects the impact of direct segment expenses as well as certain allocated centralized costs, such as technology, investment research, sales, facilities, and marketing.
Segment Results Segment adjusted operating income reflects the impact of direct segment expenses as well as certain allocated centralized costs, such as information technology, sales and marketing, and research and data.
(5) Corporate and All Other includes unallocated corporate expenses of $181.4 million in 2024 and $153.5 million in 2023, as well as adjusted operating income/loss from Morningstar Sustainalytics and Morningstar Indexes. Unallocated corporate expenses include finance, human resources, legal, and other management-related costs that are not considered when segment performance is evaluated.
(2) Corporate and All Other includes unallocated corporate expenses of $186.1 million in 2025 and $181.4 million in 2024, as well as adjusted operating income/loss from Morningstar Sustainalytics and Morningstar Indexes. Unallocated corporate expenses include finance, human resources, legal, and other management-related costs that are not considered when segment performance is evaluated.
Adjusted operating income is a non-GAAP financial measure; the table below shows a reconciliation to the most directly comparable GAAP financial measure.
The table below shows a reconciliation of adjusted operating income to the most directly comparable GAAP financial measure.
The politicization of ESG-related business activities and investments has increased in recent years, particularly in the US. This politicization may result in Morningstar facing heightened scrutiny in this regard, and may result in the company incurring increased costs in addressing related inquiries. Morningstar continues to closely monitor the ESG and anti-ESG landscape.
The politicization of ESG-related business activities and investments has increased in recent years, particularly in the US. This politicization may result in Morningstar facing heightened scrutiny in this regard, and may result in the company incurring increased costs in addressing related inquiries.
Revenue grew 5.8% on an organic basis, driven primarily by increases in Morningstar Direct and Morningstar Data. Organic revenue growth excludes revenue associated with the Commodity and Energy Data business beginning in the fourth quarter and foreign currency impact.
Revenue grew 5.7% on an organic basis, driven by increases in Morningstar Direct and Morningstar Data. Organic revenue growth excludes revenue associated with the divested Commodity and Energy Data business beginning in the fourth quarter of 2024 and foreign currency impact.
We base our estimates on historical experience and various other assumptions that we believe are reasonable. Based on these assumptions and estimates, we make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could vary from these estimates and assumptions.
Based on these assumptions and estimates, we make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could vary from these estimates and assumptions.
The following table summarizes our approximate Morningstar Wealth AUMA: As of December 31, (in billions) 2024 2023 Change Morningstar Model Portfolios $ 43.8 $ 38.7 13.2 % Institutional Asset Management 7.0 7.7 (9.1) % Asset Allocation Services 11.5 9.1 26.4 % Investment Management (total) $ 62.3 $ 55.5 12.3 % Investment Management contributed $19.7 million to Morningstar Wealth revenue growth, with revenue increasing 16.1% on a reported or 16.3% on an organic basis.
The following table summarizes our approximate Morningstar Wealth AUMA: As of December 31, (in billions) 2025 2024 Change Morningstar Model Portfolios $ 51.8 $ 43.8 18.3 % Institutional Asset Management 5.9 7.0 (15.7) % Asset Allocation Services 15.1 11.5 31.3 % Investment Management (total) $ 72.8 $ 62.3 16.9 % Investment Management contributed $0.2 million to Morningstar Wealth revenue growth, with revenue increasing 0.1% on a reported or 12.3% on an organic basis.
As of December 31, 2024, our total outstanding debt, net of issuance costs, under the 2030 Notes was $348.8 million. 70 Table of Contents Compliance with Covenants Each of the Amended 2022 Credit Agreement and the 2030 Notes include customary representations, warranties, and covenants, including financial covenants, that require us to maintain specified ratios of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges and consolidated funded indebtedness to consolidated EBITDA, which are evaluated on a quarterly basis.
As of December 31, 2025, our total outstanding debt, net of issuance costs, under the 2030 Notes was $349.1 million. 55 Table of Contents Compliance with Covenants Each of the 2025 Credit Agreement and the 2030 Notes include customary representations, warranties, and covenants, including financial covenants, that require us to maintain specified ratios of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges and consolidated net funded indebtedness (in the case of the 2025 Credit Agreement ) or consolidated funded indebtedness (in the case of the 2030 Notes) to consolidated EBITDA, which are evaluated on a quarterly basis.
Asset-based revenue is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag. The timing of this client asset reporting and the structure of our contracts often results in a lag between market movements and the impact on revenue.
Asset-based revenue is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag for certain Investment Management products including Morningstar Model Portfolios. The timing of this client asset reporting and the structure of our contracts often results in a lag between market movements and the impact on revenue.
We were in compliance with these financial covenants as of December 31, 2024, with consolidated funded indebtedness to consolidated EBITDA calculated at approximately 0.9x.
We were in compliance with these financial covenants as of December 31, 2025, with consolidated funded indebtedness to consolidated EBITDA calculated at approximately 1.3x.
We also expect to use a portion of our cash and investments balances in the first quarter of 2025 to make annual bonus payments of approxima tely $164.8 million rela ted to the 2024 bonus program compared with $123.9 million paid in the first quarter of 2024 for the 2023 bonus program.
We also expect to use a portion of our cash and investments balances in the first quarter of 2026 to make annual bonus payments of approxima tely $165.6 million rela ted to the 2025 bonus program compared with $163.5 million paid in the first quarter of 2025 for the 2024 bonus program.
Deferred revenue is the amount billed or collected in advance for subscriptions or services that has not yet been recognized as revenue. Deferred revenue totaled $563.2 million at the end of 2024 (of which $540.8 million was classified as a current liability with an additional $22.4 million, mainly credit rating surveillance, included in long-term liabilities).
Deferred revenue is the amount billed or collected in advance for subscriptions or services that has not yet been recognized as revenue. Deferred revenue totaled $607.1 million at the end of 2025 (of which $586.1 million was classified as a current liability with an additional $21.0 million, mainly credit rating surveillance, included in long-term liabilities).
We describe these divestitures in Note 10 of the Notes to our Consolidated Financial Statements. 72 Table of Contents Application of Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
Application of Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP. We discuss our significant accounting policies in Note 2 of the Notes to our Consolidated Financial Statements.
Effective tax rate and income tax expense The following table summarizes the components of our effective tax rate: (in millions) 2024 2023 Income before income taxes and equity in investments of unconsolidated entities $ 491.3 $ 181.5 Equity in investments of unconsolidated entities (17.4) (7.4) Income before income taxes $ 473.9 $ 174.1 Income tax expense $ 104.0 $ 33.0 Effective tax rate 21.9 % 19.0 % 68 Table of Contents Our effective tax rate in 2024 was 21.9%, an increase of 2.9 percentage points, compared with 19.0% in the prior year.
Effective tax rate and income tax expense The following table summarizes the components of our effective tax rate: (in millions) 2025 2024 Income before income taxes and equity in investments of unconsolidated entities $ 499.0 $ 491.3 Equity in investments of unconsolidated entities (3.3) (17.4) Income before income taxes $ 495.7 $ 473.9 Income tax expense $ 121.5 $ 104.0 Effective tax rate 24.5 % 21.9 % Our effective tax rate in 2025 was 24.5%, an increase of 2.6 percentage points, compared with 21.9% in the prior year.
We amortize leasehold improvements over the lease term or their useful lives, whichever is shorter. We also include amortization related to identifiable intangible assets, which is mainly driven by acquisitions, in this category. We amortize intangible assets using the straight-line method over their estimated economic useful lives, which range from one to twenty years.
We amortize leasehold improvements over the lease term or their useful lives, whichever is shorter. We also include amortization related to identifiable intangible assets, which is mainly driven by acquisitions, in this category.
Morningstar Retirement The following table presents the results for Morningstar Retirement: (in millions) 2024 2023 Change Revenue $ 127.1 $ 110.5 15.0 % Adjusted operating income $ 65.6 $ 54.1 21.3 % Adjusted operating margin 51.6 % 49.0 % 2.6 pp Morningstar Retirement total revenue increased $16.6 million, or 15.0%, on both a reported and organic basis, in 2024.
Morningstar Retirement The following table presents the results for Morningstar Retirement: (in millions) 2025 2024 Change Revenue $ 137.6 $ 127.1 8.3 % Adjusted operating income $ 67.7 $ 65.6 3.2 % Adjusted operating margin 49.2 % 51.6 % (2.4) pp Morningstar Retirement total revenue increased $10.5 million, or 8.3%, on both a reported and organic basis, in 2025.
To account for each business combination, we utilize the acquisition method of accounting which requires the following steps (1) identifying the acquirer, (2) determining the acquisition date, (3) recognizing and measuring identifiable assets acquired and liabilities assumed, and (4) recognizing and measuring goodwill or a gain from a bargain purchase. 73 Table of Contents Regardless of whether an acquisition is considered to be a business combination or an asset acquisition, allocating the purchase price to the acquired assets and liabilities involves management judgment.
To account for each business combination, we utilize the acquisition method of accounting, which requires the following steps (1) identifying the acquirer, (2) determining the acquisition date, (3) recognizing and measuring identifiable assets acquired and liabilities assumed, and (4) recognizing and measuring goodwill or a gain from a bargain purchase.
The following table summarizes our approximate Morningstar Retirement AUMA: As of December 31, (in billions) 2024 2023 Change Managed Accounts $ 160.4 $ 134.8 19.0 % Fiduciary Services 65.8 56.2 17.1 % Custom Models/CITs 49.7 39.4 26.1 % Morningstar Retirement (total) $ 275.9 $ 230.4 19.7 % Morningstar Retirement adjusted operating incom e increased $11.5 million , or 21.3%, and adjusted operating margin increased 2.6 percentage points in 2024.
The following table summarizes our approximate Morningstar Retirement AUMA: As of December 31, (in billions) 2025 2024 Change Managed Accounts $ 190.4 $ 160.4 18.7 % Fiduciary Services 72.8 65.8 10.6 % Custom Models/CITs 42.0 49.7 (15.5) % Morningstar Retirement (total) $ 305.2 $ 275.9 10.6 % Morningstar Retirement adjusted operating incom e increased $2.1 million , or 3.2%, and adjusted operating margin de creased 2.4 percentage points in 2025.
Interest expense mainly relates to the outstanding principal balance under our Amended 2022 Credit Agreement and the $350.0 million aggregate principal amount of our 2030 Notes. Effective September 30, 2024, we sold our Commodity and Energy Data business within the Morningstar Data and Analytics segment for a purchase price of $52.4 million.
Interest expense mainly relates to the Amended 2022 Credit Agreement, the 2025 Credit Agreement, and the 2030 Notes. Effective September 30, 2024, we sold our Commodity and Energy Data business from the Morningstar Direct Platform segment for a purchase price of $52.4 million.
The increased complexity and extent of regulation globally is a challenge for both Morningstar and its clients, and we continue to invest in our compliance organization, processes and controls.
Business - “Government Regulation” and in Part I, Item 1A - “Risk Factors” of this Report. The increased complexity and extent of regulation globally is a challenge for both Morningstar and its clients, and we continue to invest in our compliance organization, processes, and controls.
Our Morningstar Wealth and Morningstar Retirement segments generate most of our asset-based revenue where basis points and other fees are charged for assets under management or advisement (AUMA). Our asset-based arrangements typically range from one to three years.
Our license agreements typically range from one to three years and are accounted for as subscription services available to customers and not as licenses under the accounting guidance. Our Morningstar Wealth and Morningstar Retirement segments generate most of our asset-based revenue where basis points and other fees are charged for assets under management or advisement (AUMA).
Share Repurchases On December 6, 2022, the board of directors approved a share repurchase program that authorizes the company to repurchase up to $500.0 million in shares of the company's outstanding common stock, effective January 1, 2023. This authorization replaced the then-existing share repurchase program and expires on December 31, 2025.
Share Repurchases On December 6, 2022, the board of directors approved a share repurchase program that authorized the company to repurchase up to $500.0 million in shares of the company's outstanding common stock, effective January 1, 2023 (the prior share repurchase program). The prior share repurchase program was completed in October 2025.
Deferred revenue totaled $563.2 million, of which $540.8 million was classified as a current liability with an additional $22.4 million included in long-term liabilities, at the end of 2024. We expect to recognize this deferred revenue in future periods as we fulfill the service obligations under our license and subscription agreements.
Deferred revenue totaled $607.1 million, of which $586.1 million was classified as a current liability with an additional $21.0 million included in long-term liabilities, at the end of 2025. We expect to recognize this deferred revenue in future periods as we fulfill the service obligations under our agreements.
PitchBook The following table presents the results for PitchBook: (in millions) 2024 2023 Change Revenue $ 618.4 $ 551.9 12.0 % Adjusted operating income $ 186.4 $ 148.1 25.9 % Adjusted operating margin 30.1 % 26.8 % 3.3 pp PitchBook total revenue increased $66.5 million, or 12.0%, in 2024. Revenue grew 12.1% on an organic basis.
PitchBook The following table presents the results for PitchBook: (in millions) 2025 2024 Change Revenue $ 671.8 $ 618.4 8.6 % Adjusted operating income $ 210.1 $ 186.4 12.7 % Adjusted operating margin 31.3 % 30.1 % 1.2 pp PitchBook total revenue increased $53.4 million, or 8.6%, in 2025. Revenue grew 8.5% on an organic basis.
We are focused on maintaining a strong balance sheet and liquidity position. We hold our cash reserves in cash equivalents and investments and maintain a conservative investment policy. We invest most of our investment balance in stocks, bonds, options, mutual funds, money market funds, or exchange-traded products that replicate the model portfolios and strategies created by Morningstar.
We hold our cash reserves in cash equivalents and investments and maintain a conservative investment policy. We invest most of our investment balance in stocks, bonds, options, mutual funds, money market funds, or exchange-traded products that replicate the model portfolios and strategies created by Morningstar. These investment accounts may also include exchange-traded products where Morningstar is an index provider.
Specifically, we anticipate that this area will experience further regulatory developments likely to have long term impacts on our delivery of products and services, customer interactions, physical operations, technology systems, and dependencies on third parties. Morningstar is monitoring proposed ESG legislation in the US, EU, and in other jurisdictions relevant to its business activities.
Specifically, we anticipate that this area will experience further regulatory developments likely to have long-term impacts on our delivery of products and services, customer interactions, physical operations, technology systems, and dependencies on third parties.
We discuss our significant accounting policies in Note 2 of the Notes to our Consolidated Financial Statements. The preparation of financial statements in accordance with GAAP requires our management team to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expense, and related disclosures included in our Consolidated Financial Statements. We continually evaluate our estimates.
The preparation of financial statements in accordance with GAAP requires our management team to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expense, and related disclosures included in our Consolidated Financial Statements. We continually evaluate our estimates. We base our estimates on historical experience and various other assumptions that we believe are reasonable.
Revenue was also negatively impacted by the streamlining of the licensed-ratings offering. 67 Table of Contents Non-operating income (expense), n et, Equity in investments of unconsolidated entities, and Effective tax rate and Income tax expense Non-operating income (expense), net The following table presents the components of non-operating income (expense), net: (in millions) 2024 2023 Interest income $ 12.2 $ 9.0 Interest expense (49.9) (60.7) Net realized gains (losses) on sale of investments, reclassified from other comprehensive income 3.8 2.9 Gain on sale of business 45.3 — Expense from equity method transaction, net — (11.8) Other income (expense), net (4.9) 11.5 Non-operating income (expense), net $ 6.5 $ (49.1) Interest income reflects interest from our cash, cash equivalents, and investment portfolio.
Non-operating income (expense), n et, Equity in investments of unconsolidated entities, and Effective tax rate and Income tax expense Non-operating income (expense), net The following table presents the components of non-operating income (expense), net: (in millions) 2025 2024 Interest income $ 11.4 $ 12.2 Interest expense (40.0) (49.9) Gain on sale of business — 45.3 Other income (expense), net 1.0 (1.1) Non-operating income (expense), net $ (27.6) $ 6.5 Interest income reflects interest from our cash, cash equivalents, and investment portfolio.
PitchBook platform growth drivers reflected strength in PitchBook's core investor and advisor client segments, including venture capital, private equity, and investment banks. This was partially offset by continued softness in the corporate client segment, especially with smaller firms with more limited use cases.
Growth was primarily driven by the PitchBook platform with contributions from the small-but-growing direct data business. PitchBook platform growth drivers reflected strength in PitchBook's core investor and advisor client segments. This was partially offset by continued softness in the corporate client segment, especially with smaller firms with more limited use cases.
Business - "Our Strategy," there are several longer-term regulatory trends we consider relevant to our business, as summarized below and as described in more detail in Part I, Item 1. Business - “Government Regulation” and in Part I, Item 1A - “Risk Factors” of this Report.
Regulatory Trends Affecting Our Business In addition to the industry developments described under Part I, Item 1. Business - "Our Strategy," there are several longer-term regulatory trends we consider relevant to our business, as summarized below and as described in more detail in Part I, Item 1.
Approximately 58% of international revenue was generated from Continental Europe and the UK in 2024. Revenue from international operations increased $68.3 million, or 12.0%, in 2024 driven by strong demand for Morningstar Data and Analytics, Morningstar Wealth, and Morningstar Credit products.
Approximately 59% of international revenue was generated from Continental Europe and the UK in 2025. Revenue from international operations increased $54.3 million, or 8.5%, driven by strong demand for products across Morningstar Credit, Morningstar Direct Platform, and Morningstar Wealth .
Consolidated Operating Income and Operating Margin (in millions) 2024 2023 Change Operating income $ 484.8 $ 230.6 110.2 % Operating margin 21.3 % 11.3 % 10.0 pp 62 Table of Contents Consolidated operating income increased $254.2 million in 2024, or a 110.2% increase from 2023, reflecting an increase in revenue of $236.5 million and a $64.0 million gain related to the company's sale of US TAMP assets offset by an increase in operating expense of $46.3 million.
Consolidated Operating Income and Operating Margin (in millions) 2025 2024 Change Operating income $ 526.6 $ 484.8 8.6 % Operating margin 21.5 % 21.3 % 0.2 pp 47 Table of Contents Consolidated operating income increased $41.8 million, or 8.6%, in 2025, reflecting an increase in revenue of $170.4 million and a $22.7 million contingent payment gain related to the company's sale of US TAMP assets in 2024, partially offset by an $89.5 million increase in operating expense.
Morningstar Wealth The following table presents the results for Morningstar Wealth: (in millions) 2024 2023 Change Revenue $ 248.4 $ 229.9 8.0 % Adjusted operating income (loss) $ (9.3) $ (40.4) NMF Adjusted operating margin (3.7) % (17.6) % 13.9 pp Morningstar Wealth total revenue increased $18.5 million, or 8.0%, in 2024.
Morningstar Credit depreciation expense was $8.1 million and $8.9 million for 2025 and 2024, respectively. 50 Table of Contents Morningstar Wealth The following table presents the results for Morningstar Wealth: (in millions) 2025 2024 Change Revenue $ 251.4 $ 248.4 1.2 % Adjusted operating income (loss) $ 9.6 $ (9.3) NMF Adjusted operating margin 3.8 % (3.7) % 7.5 pp Morningstar Wealth total revenue increased $3.0 million, or 1.2%, in 2025.
The change reflects a $275.2 million increase in cash provided by operating activities as well as a $23.6 million increase in capital expenditures. The increase in cash flow from operations and free cash flow was primarily driven by higher cash earnings.
The change reflects a $1.9 million decrease in cash provided by operating activities as well as a $4.4 million increase in capital expenditures. The decrease in cash flow from operations was primarily driven by higher income tax and bonus tax payments, largely offset by higher cash earnings.
Revenue grew 8.1% on an organic basis, primarily driven by growth in Investment Management. Organic revenue growth excludes platform revenue from the US TAMP from prior year starting in December, interim service fees received from AssetMark associated with the sale of US TAMP assets, and foreign currency impact.
Revenue grew 7.8% on an organic basis, primarily driven by growth in Investment Management and increased advertising sales. Organic revenue growth excludes platform revenue associated with US TAMP assets sold to AssetMark, interim service fees received from AssetMark, and foreign currency impact. Reported and organic revenue growth includes a $5.1 million negative impact from the ongoing sunsetting of Morningstar Office.
(in millions) 2024 2023 Change Cash provided by operating activities $ 591.6 $ 316.4 87.0 % Capital expenditures (142.7) (119.1) 19.8 % Free cash flow $ 448.9 $ 197.3 127.5 % We generated free cash flow of $448.9 million in 2024, an increase of $251.6 million compared with 2023.
(in millions) 2025 2024 Change Cash provided by operating activities $ 589.7 $ 591.6 (0.3) % Capital expenditures (147.1) (142.7) 3.1 % Free cash flow $ 442.6 $ 448.9 (1.4) % We generated free cash flow of $442.6 million in 2025, a decrease of $6.3 million compared with 2024.
Depreciation and amortization In 2024, depreciation and amortization increased $5.5 million, or 3.0%, primarily due to an increase in depreciation expense which was partially offset by a decrease in intangible amortization expense.
Depreciation and amortization Depreciation and amortization decreased $0.5 million, or 0.3% in 2025, primarily due to a decrease in intangible amortization expense, which was partially off set by an increase in depreciation expense. Depreciation expense increased primarily due to higher capitalized software costs for product enhancements in prior periods.
Morningstar Data and Analytics The following table presents the results for Morningstar Data and Analytics: (in millions) 2024 2023 Change Revenue $ 788.1 $ 747.2 5.5 % Adjusted operating income $ 355.4 $ 339.8 4.6 % Adjusted operating margin 45.1 % 45.5 % (0.4) pp 64 Table of Contents Morningstar Data and Analytics total revenue increased $40.9 million, or 5.5%, in 2024.
Morningstar Direct Platform The following table presents the results for Morningstar Direct Platform: (in millions) 2025 2024 Change Revenue $ 830.6 $ 788.1 5.4 % Adjusted operating income $ 369.4 $ 355.4 3.9 % Adjusted operating margin 44.5 % 45.1 % (0.6) pp Morningstar Direct Platform total revenue increased $42.5 million, or 5.4%, in 2025.
Morningstar Credit The following table presents the results for Morningstar Credit: (in millions) 2024 2023 Change Revenue $ 291.1 $ 215.4 35.1 % Adjusted operating income $ 75.6 $ 21.7 248.4 % Adjusted operating margin 26.0 % 10.1 % 15.9 pp 65 Table of Contents Morningstar Credit total revenue increased $75.7 million, or 35.1%, in 2024.
Morningstar Credit The following table presents the results for Morningstar Credit: (in millions) 2025 2024 Change Revenue $ 354.4 $ 291.1 21.7 % Adjusted operating income $ 114.8 $ 75.6 51.9 % Adjusted operating margin 32.4 % 26.0 % 6.4 pp Morningstar Credit total revenue increased $63.3 million, or 21.7%, in 2025. Revenue increased 20.9% on an organic basis.
We use the annual contract value method, which tracks the dollar value of renewals compared with the total dollar value of contracts up for renewal during the period. We include changes in the contract value in the renewal amount. We use the actual revenue for the previous comparable fiscal period as the base rate for calculating the renewal percentage.
We use the annual contract value method, which tracks the dollar value of renewals compared with the total dollar value of contracts up for renewal during the period. In 2025, we revised our annual renewal rate methodology to include changes in the contract value in the renewal amount, including updates made mid-contract.
Operating margin was 21.3% in 2024, an increase of 10.0 percentage points compared with 2023 . Excluding the gain on sale of US TAMP assets, reported operating income would have increased 82.5%. The sale of US TAMP assets had a 2.8 percentage point impact on operating margin.
During 2024, the company recorded a $64.0 million gain related to the company's sale of US TAMP assets. Operating margin was 21.5% in 2025, an increase of 0.2 percentage points compared with 2024 . Excluding the gain on the sale of US TAMP assets during both periods, reported operating income would have increased 19.7%.
In 2024, the adjusted operating loss excludes the gain on sale of US TAMP assets , as well as related expenses . Prior-year period operating expenses included $1.8 million in severance related to targeted reorganizations in Morningstar Wealth. Morningstar Wealth depreciation expense was $18.5 million and $15.8 million for 2024 and 2023, respectively.
Morningstar Wealth adjusted operating income increased $18.9 million and adjusted operating margin increased 7.5 percentage points in 2025. Morningstar Wealth's adjusted operating income (loss) in the current and prior-year quarter excludes the gain on the sale of US TAMP assets, as well as related expenses. Morningstar Wealth depreciation expense was $14.9 million and $18.5 million for 2025 and 2024, respectively.
Moreover, the free cash flow definition we use may not be comparable to similarly titled measures reported by other companies. In addition to the measures described above, we calculate revenue renewal rates to evaluate how successful we've been in maintaining existing business for products and services that have revenue associated with periodic renewals.
Our management team uses free cash flow as a metric to evaluate the health of our business, and it should not be considered an indicator of liquidity. In addition to the measures described above, we calculate revenue renewal rates to evaluate how successful we've been in maintaining existing business for products and services that have revenue associated with periodic renewals.
AUMA, calculated using the most recently available average quarterly or monthly data, increased 19.7% to $275.9 billion compared with the prior year, reflecting market gains and positive net flows, supported by strong growth in traditional and Advisor Managed Accounts, fiduciary services, and custom models.
AUMA, calculated using the most recently available average quarterly or monthly data, increased 10.6% to $305.2 billion compared with the prior year, reflecting market gains and positive net flows, supported by strong growth in traditional and Advisor Managed Accounts, fiduciary services, and custom models. 51 Table of Contents Asset-based revenue is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag.
Divestitures Over the last three years, we received a total of $52.4 million from the sale of business and $65.0 million from the sale of customer assets.
Divestitures Over the last three years, we received a total of $52.4 million from the sale of business and $87.7 million from the sale of customer assets. We describe these divestitures in Note 10 of the Notes to our Consolidated Financial Statements.
Revenue Renewal Rates As discussed in How We Evaluate Our Business , we calculate revenue renewal rates to help measure how successful we've been in maintaining existing business for products and services that have renewable revenue.
Revenue Renewal Rates As discussed in How We Evaluate Our Business , we calculate revenue renewal rates to assess our success in retaining business for products and services with renewable revenue streams.
In the third quarter of 2024, we recorded a $45.3 million gain on sale of business in the Consolidated Statements of Income. Refer to Note 10 of the Notes to our Consolidated Financial Statements for additional information. Expense from equity method transaction, net for 2023 primarily reflects the impact of the Termination Agreement (the Termination Agreement) with Morningstar Japan K.K.
In the third quarter of 2024, we recorded a $45.3 million gain on sale of business in the Consolidated Statements of Income. Refer to Note 10 of the Notes to our Consolidated Financial Statements for additional information. 52 Table of Contents Other income (expense), net primarily consists of foreign currency exchange gains (losses) and gains (losses) on investments.
The future of any US regulation of sustainability matters is uncertain and may not align with current or future regulations in other jurisdictions, including the EU.
Morningstar is monitoring proposed ESG-related laws and regulations in the US, EU, and in other jurisdictions relevant to its business activities, including those developments aimed at limiting or challenging ESG-related practices. The future of any US regulation of sustainability matters is uncertain and may not align with current or future regulations in other jurisdictions, including the EU.
Ensuring resiliency necessarily captures group (rather than individual entity) arrangements and is therefore both costly and complex. Morningstar is monitoring related developments in other countries that may follow the EU’s lead. Regulators in various global jurisdictions have adopted or are considering regulations governing AI technologies, such as the EU AI Act.
Morningstar is monitoring related developments in other countries that may follow the EU’s lead. Regulators in various global jurisdictions have adopted or are considering regulations governing AI technologies, such as the EU AI Act. Additionally, regulators have sought to clarify that existing regulations apply to novel use cases involving AI technologies.
Morningstar Credit, PitchBook, and Morningstar Data and Analytics were the largest drivers of the increase in organic revenue during 2024. 59 Table of Contents The tables below reconcile consolidated revenue to organic revenue: (in millions) 2024 2023 Change Consolidated revenue $ 2,275.1 $ 2,038.6 11.6 % Acquisitions — — — % Divestitures (1.3) (5.3) NMF Accounting changes — — — % Effect of foreign currency translations (1.3) — NMF Organic revenue $ 2,272.5 $ 2,033.3 11.8 % Revenue by geographical area (in millions) 2024 2023 Change United States $ 1,638.8 $ 1,470.6 11.4 % Asia 49.6 49.3 0.6 % Australia 62.4 58.4 6.8 % Canada 140.4 116.3 20.7 % Continental Europe 203.8 185.5 9.9 % United Kingdom 167.4 148.0 13.1 % Other 12.7 10.5 21.0 % Total International 636.3 568.0 12.0 % Consolidated revenue $ 2,275.1 $ 2,038.6 11.6 % International revenue comprised approximately 28% of our consolidated revenue in 2024 and 2023.
(in millions) 2025 2024 Change Consolidated revenue $ 2,445.5 $ 2,275.1 7.5 % Acquisitions (3.4) — NMF Divestitures (11.3) (36.5) NMF Effect of foreign currency translations (12.7) — NMF Organic revenue $ 2,418.1 $ 2,238.6 8.0 % 45 Table of Contents Revenue by geographical area (in millions) 2025 2024 Change United States $ 1,754.9 $ 1,638.8 7.1 % Asia 48.0 49.6 (3.2) % Australia 65.3 62.4 4.6 % Canada 154.9 140.4 10.3 % Continental Europe 219.6 203.8 7.8 % United Kingdom 189.8 167.4 13.4 % Other 13.0 12.7 2.4 % Total International 690.6 636.3 8.5 % Consolidated revenue $ 2,445.5 $ 2,275.1 7.5 % International revenue accounted for approximately 28% of our consolidated revenue in 2025 and 2024.
In 2024, cash provided by operating activities was $591.6 million, reflecting $498.8 million of net income adjusted for non-cash items and $92.8 million i n positive changes from our net operating assets and liabilities. Cash provided by operating activities increased $275.2 million, from $316.4 million in 2023 primarily driven by higher cash earnings .
In 2025, cash provided by operating activities was $589.7 million, reflecting $560.8 million of net income adjusted for non-cash items and $28.9 million i n changes from our net operating assets and liabilities.
Revenue We offer an extensive line of investment-related products and services for individual and institutional investors in public and private capital markets; financial advisors and wealth managers; alliances and redistributors; asset managers; retirement plan providers, advisors and sponsors; and issuers of fixed-income securities. 53 Table of Contents Our segments sell many of our research and data products and services through license agreements on either a per user or enterprise-basis.
For additional information about our segment reporting, refer to Note 6 of the Notes to our Consolidated Financial Statements in Part II of this Report. 39 Table of Contents Revenue We offer an extensive line of investment-related products and services for individual and institutional investors in public and private capital markets, financial advisors and wealth managers, alliances and redistributors, asset managers, retirement plan providers, advisors and sponsors, and issuers of fixed-income securities.
We base the fair value estimates on available historical information and on future expectations and assumptions that we believe are reasonable, but these estimates are inherently uncertain. Determining the fair value of intangible assets requires significant management judgment in the following areas: • Identify the acquired intangible assets: For each acquisition, we identify the intangible assets acquired.
Determining the fair value of intangible assets requires significant management judgment in the following areas: • Identify the acquired intangible assets: For each acquisition, we identify the intangible assets acquired.
Morningstar Retirement depreciation expense was $10.0 million and $11.0 million for 2024 and 2023, respectively. Corporate and All Other Corporate and All Other provides a reconciliation between revenue from our Total Reportable Segments and consolidated revenue amounts. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues.
Corporate and All Other Corporate and All Other provides a reconciliation between revenue from our Total Reportable Segments and consolidated revenue amounts. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues. In 2025, Corporate and All Other revenue decreased $2.3 million, or 1.1% on a reported basis. Morningstar Sustainalytics revenue decreased $5.3 million or 4.5%.
Consolidated Results Key metrics (in millions) 2024 2023 Change Revenue $ 2,275.1 $ 2,038.6 11.6 % Operating income 484.8 230.6 110.2 % Operating margin 21.3 % 11.3 % 10.0 pp Cash provided by operating activities $ 591.6 $ 316.4 87.0 % Capital expenditures (142.7) (119.1) 19.8 % Free cash flow $ 448.9 $ 197.3 127.5 % Cash used for investing activities $ (21.3) $ (81.9) (74.0) % Cash used for financing activities $ (384.4) $ (278.4) 38.1 % __________________________________________________________________________________________ pp — percentage points 57 Table of Contents Consolidated Revenue Revenue by type (1) (in millions) 2024 2023 Change Morningstar Data and Analytics License-based $ 786.7 $ 745.5 5.5 % Asset-based — — — % Transaction-based 1.4 1.7 (17.6) % Morningstar Data and Analytics total $ 788.1 $ 747.2 5.5 % PitchBook License-based $ 611.6 $ 551.9 10.8 % Asset-based — — — % Transaction-based 6.8 — NMF PitchBook total $ 618.4 $ 551.9 12.0 % Morningstar Credit License-based $ 16.4 $ 11.7 40.2 % Asset-based — — — % Transaction-based 274.7 203.7 34.9 % Morningstar Credit total $ 291.1 $ 215.4 35.1 % Morningstar Wealth License-based $ 80.4 $ 80.8 (0.5) % Asset-based 142.3 122.6 16.1 % Transaction-based 25.7 26.5 (3.0) % Morningstar Wealth total $ 248.4 $ 229.9 8.0 % Morningstar Retirement License-based $ 1.8 $ 1.7 5.9 % Asset-based 125.3 108.5 15.5 % Transaction-based — 0.3 NMF Morningstar Retirement total $ 127.1 $ 110.5 15.0 % Corporate and All Other (2) License-based $ 128.2 $ 125.9 1.8 % Asset-based 65.6 48.5 35.3 % Transaction-based 8.2 9.3 (11.8) % Corporate and All Other total $ 202.0 $ 183.7 10.0 % License-based $ 1,625.1 $ 1,517.5 7.1 % Asset-based 333.2 279.6 19.2 % Transaction-based 316.8 241.5 31.2 % Consolidated revenue $ 2,275.1 $ 2,038.6 11.6 % _________________________________________________________________________ NMF — Not meaningful (1) Starting with the quarter ended March 31, 2024, revenue from PitchBook media sales product was reclassified from license-based to transaction-based.
Consolidated Results Key metrics (in millions) 2025 2024 Change Revenue $ 2,445.5 $ 2,275.1 7.5 % Operating income 526.6 484.8 8.6 % Operating margin 21.5 % 21.3 % 0.2 pp Cash provided by operating activities $ 589.7 $ 591.6 (0.3) % Capital expenditures (147.1) (142.7) 3.1 % Free cash flow $ 442.6 $ 448.9 (1.4) % Cash used for investing activities $ (139.3) $ (21.3) NMF Cash used for financing activities $ (514.7) $ (384.4) 33.9 % __________________________________________________________________________________________ pp — percentage points NMF — not meaningful 43 Table of Contents Consolidated Revenue Revenue by type (in millions) 2025 2024 Change Morningstar Direct Platform License-based $ 829.1 $ 786.7 5.4 % Asset-based — — — % Transaction-based 1.5 1.4 7.1 % Morningstar Direct Platform total $ 830.6 $ 788.1 5.4 % PitchBook License-based $ 664.5 $ 611.6 8.6 % Asset-based — — — % Transaction-based 7.3 6.8 7.4 % PitchBook total $ 671.8 $ 618.4 8.6 % Morningstar Credit License-based $ 20.7 $ 16.4 26.2 % Asset-based — — — % Transaction-based 333.7 274.7 21.5 % Morningstar Credit total $ 354.4 $ 291.1 21.7 % Morningstar Wealth License-based $ 74.0 $ 80.4 (8.0) % Asset-based 142.5 142.3 0.1 % Transaction-based 34.9 25.7 35.8 % Morningstar Wealth total $ 251.4 $ 248.4 1.2 % Morningstar Retirement License-based $ 1.7 $ 1.8 (5.6) % Asset-based 135.9 125.3 8.5 % Transaction-based — — — % Morningstar Retirement total $ 137.6 $ 127.1 8.3 % Corporate and All Other (1) License-based $ 129.2 $ 128.2 0.8 % Asset-based 64.6 65.6 (1.5) % Transaction-based 5.9 8.2 (28.0) % Corporate and All Other total $ 199.7 $ 202.0 (1.1) % License-based $ 1,719.2 $ 1,625.1 5.8 % Asset-based 343.0 333.2 2.9 % Transaction-based 383.3 316.8 21.0 % Consolidated revenue $ 2,445.5 $ 2,275.1 7.5 % ______________________________________________________________________________________________________ (1) Corporate and All Other provides a reconciliation between revenue from our reportable segments and consolidated revenue.
While subsequent dividends will be subject to board approval, we expect to make regular quarterly dividend payments of 45.5 cents per share in 2025. In December 2024, our board of directors approved a regular quarterly dividend of $0.455 per share, or $19.4 million, payable on January 31, 2025 to shareholders of record as of January 3, 2025.
Dividends We also paid dividends of $76.9 million in 2025. In December 2025, our board of directors approved a regular quarterly dividend of $0.50 per share, or $19.9 million, payable on January 30, 2026 to shareholders of record as of January 2, 2026.
We make judgments at the beginning of an arrangement regarding whether collection of the consideration to which we are entitled is probable and assess the likelihood of collection on a customer-by-customer basis. We typically sell to institutional customers with whom we have a history of successful collections.
Estimates are based on the most recently reported quarter, and, as a result, it is unlikely a significant reversal of revenue would occur. We make judgments at the beginning of an arrangement regarding whether collection of the consideration to which we are entitled is probable and assess the likelihood of collection on a customer-by-customer basis.
Credit Agreement On May 6, 2022, the company entered into a senior credit agreement (the 2022 Credit Agreement), providing the company with a five-year multi-currency credit facility with an initial borrowing capacity of up to $1.1 billion, including a $650.0 million term loan and a $450.0 million revolving credit facility.
The 2025 Credit Agreement provides the company 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 2025 Revolving Credit Facility), a five-year delayed draw term facility of up to $375.0 million (the 2025 A-1 Facility), and a three-year term facility of up to $375.0 million (the 2025 A-2 Facility and, together with the 2025 A-1 Facility, the 2025 Term Facility; and, together with the 2025 Revolving Credit Facility, the 2025 Facility).
International Operations As of December 31, 2024, we had wholly-owned subsidiaries in 31 countries outside of the US and included their results of operations and financial condition in our consolidated financial statements.
We amortize intangible assets using the straight-line method over their estimated economic useful lives, which range from one to 20 years. 40 Table of Contents International Operations As of December 31, 2025, we had wholly-owned subsidiaries in 31 countries outside of the US and included their results of operations and financial condition in our consolidated financial statements.
Cybersecurity, Data Privacy and Artificial Intelligence Data privacy regulation continues to proliferate, as numerous national and state jurisdictions have adopted or are considering new data privacy regulations. As a related matter, issues of cybersecurity as they relate to the identification and mitigation of cyber threats also continue to grow in prominence and laws governing data breaches continue to proliferate globally.
As a related matter, issues of cybersecurity as they relate to the identification and mitigation of cyber threats also continue to grow in prominence and laws governing data breaches continue to proliferate globally. Financial regulators have also increased their scrutiny of the data protection practices of the entities, such as Morningstar, that they oversee.
Financial regulators have also increased their scrutiny of the data protection practices of the entities, such as Morningstar, that they oversee. 56 Table of Contents The introduction of the EU’s Digital Operational Resilience Act corresponds with a growing concern among financial services regulators as to the increasing influence of information technology service providers, and the risks to financial stability posed by dependency on those firms.
The introduction of the EU’s Digital Operational Resilience Act (DORA) corresponds with a growing concern among financial services regulators as to the increasing influence of information technology service providers, and the risks to financial stability posed by dependency on those firms. Ensuring resiliency necessarily captures group (rather than individual entity) arrangements and is therefore both costly and complex.
Morningstar Direct contributed $22.1 million to Morningstar Data and Analytics revenue growth, with revenue increasing 10.9%, or 10.8%, on an organic basis, reflecting growth across all major geographies. Morningstar Direct licenses increased 1.1%. Morningstar Data contributed $19.4 million to Morningstar Data and Analytics revenue growth, with revenue increasing 6.9%, or 6.6% on an organic basis.
Morningstar Direct contributed $19.3 million to Morningstar Direct Platform revenue growth, with revenue increasing 6.9%, or 5.8%, on an organic basis reflecting growth across all major geographies supported by increased revenue per license and expansion with existing clients in reporting solutions. Morningstar Direct licenses were flat compared to the prior-year period.
We describe these acquisitions in Note 9 of the Notes to our Consolidated Financial Statements. We paid a total of $40.4 million related to additional investments in unconsolidated entities over the past three years. We describe these investments in Note 11 of the Notes to our Consolidated Financial Statements.
Capital expenditures increased primarily due to investment in our product development efforts across our key product areas. Acquisitions We paid a total of $39.8 million, net of cash acquired, related to acquisitions over the past three years. We describe these acquisitions in Note 9 of the Notes to our Consolidated Financial Statements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe table below shows our exposure to foreign currency denominated revenue and operating income for the year ended December 31, 2024: (in millions, except foreign currency rates) Australian Dollar British Pound Canadian Dollar Euro Other Foreign Currencies Foreign currency rate in US dollars as of December 31, 2024 0.6205 1.2537 0.6958 1.0388 n/a Foreign denominated percentage of revenue 2.7 % 7.4 % 6.2 % 6.4 % 5.3 % Foreign denominated percentage of operating income (loss) 4.1 % (7.7) % 1.6 % 4.7 % (14.0) % Estimated effect of a 10% adverse currency fluctuation on revenue $ (5.7) $ (16.4) $ (13.4) $ (14.1) $ (11.8) Estimated effect of a 10% adverse currency fluctuation on operating income (loss) $ (1.8) $ 3.7 $ (0.7) $ (2.1) $ 6.7 The table below shows our net investment exposure in foreign currencies as of December 31, 2024: (in millions) Australian Dollar British Pound Canadian Dollar Euro Other Foreign Currencies Assets, net of unconsolidated entities $ 64.0 $ 294.3 $ 222.8 $ 259.7 $ 251.1 Less: liabilities (33.4) (97.2) (102.2) (113.3) (103.2) Net currency position $ 30.6 $ 197.1 $ 120.6 $ 146.4 $ 147.9 Estimated effect of a 10% adverse currency fluctuation on equity $ (3.1) $ (19.7) $ (12.1) $ (14.6) $ (14.8) 75 Table of Contents
Biggest changeThe table below shows our exposure to foreign currency denominated revenue and operating income for the year ended December 31, 2025: (in millions, except foreign currency rates) Australian Dollar British Pound Canadian Dollar Euro Other Foreign Currencies Foreign currency rate in US dollars as of December 31, 2025 0.6683 1.3457 0.7296 1.1741 n/a Foreign denominated percentage of revenue 2.6 % 7.8 % 6.3 % 6.4 % 5.1 % Foreign denominated percentage of operating income (loss) 3.6 % (6.3) % 4.6 % 3.9 % (14.9) % Estimated effect of a 10% adverse currency fluctuation on revenue $ (6.5) $ (19.3) $ (15.8) $ (16.3) $ (12.9) Estimated effect of a 10% adverse currency fluctuation on operating income (loss) $ (2.0) $ 3.4 $ (2.5) $ (2.2) $ 7.5 The table below shows our net investment exposure in foreign currencies as of December 31, 2025: (in millions) Australian Dollar British Pound Canadian Dollar Euro Other Foreign Currencies Assets, net of unconsolidated entities $ 73.9 $ 320.1 $ 261.3 $ 257.3 $ 255.6 Less: liabilities (30.7) (99.3) (96.8) (125.5) (137.2) Net currency position $ 43.2 $ 220.8 $ 164.5 $ 131.8 $ 118.4 Estimated effect of a 10% adverse currency fluctuation on equity $ (4.3) $ (22.1) $ (16.5) $ (13.2) $ (11.8) 60 Table of Contents
We are subject to risk from fluctuations in the interest rates related to a portion of our long-term debt. The interest rates are based upon the applicable Secured Overnight Financing Rate (SOFR) rate plus an applicable margin for such loans or the lender's base rate plus an applicable margin for such loans.
We are subject to risk from fluctuations in the interest rates related to a portion of our long-term debt. The interest rates are based upon the applicable Secured Overnight Financing Rate (SOFR) plus an applicable margin for such loans or the lender's base rate plus an applicable margin for such loans.
These investment accounts may also include exchange-traded products where Morningstar is an index provider. As of December 31, 2024, our cash, cash equivalents, and investments balance w as $551.0 m illion. Based on our estimates, a 100 basis-point change in interest rates would not have a material effect on the fair value of our investment portfolio.
These investment accounts may also include exchange-traded products where Morningstar is an index provider. As of December 31, 2025, our cash, cash equivalents, and investments balance w as $528.7 m illion. Based on our estimates, a 100 basis-point change in interest rates would not have a material effect on the fair value of our investment portfolio.
On an annualized basis, we estimate a 100 basis-point change in the SOFR rate would have a $3.5 million impact on our interest expense based on our outstanding principal balance and SOFR rates around December 31, 2024. We are subject to risk from fluctuations in foreign currencies from our operations outside of the US.
On an annualized basis, we estimate a 100 basis-point change in the SOFR would have a $7.3 million impact on our interest expense based on our outstanding principal balance and SOFR at December 31, 2025. We are subject to risk from fluctuations in foreign currencies from our operations outside of the US.

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