Morningstar MORN

Morningstar reports $672.1M revenue for Q3 2026

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $672.1 million for the three months ended Sep 30, 2026
  2. Net income: $115.5 million for the three months ended Sep 30, 2026
  3. Diluted EPS: $3.06 for the three months ended Sep 30, 2026
  4. Cash and equivalents: $496.7 million at Sep 30, 2026

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What changed

1 change since the June 2026 10-Q

Compared with the 10-Q 0001289419-26-000041, filed Jul 29, 2026.

  1. New Risk factors

    In addition to the other information set forth in this Quarterly Report, you should carefully consider the…

    In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors in Part I, Item 1A. Risk Factors in our Annual Report and in Part II, "Item 1A, Risk Factors" in…

    From the filings

    Now

    In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors in Part I, Item 1A. In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors in Part I, Item 1A. Risk Factors in our Annual Report and in Part II, "Item 1A, Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as well as other risks described in this Report, when deciding whether to invest in our common stock or otherwise evaluating our business. If any of those risks or uncertainties materialize, our business, financial condition, and/or operating results could suffer. 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 immaterial to our operations. There have been no material changes to the risk factors we have disclosed in the Risk Factors section of our Annual Report other than as provided herein.
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Cover page 2 changes

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FOR THE QUARTERLY PERIOD ENDED June September 30, 2026

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As of July 24, October 23, 2026 , there were 37,513,571 37,104,311 shares of the company s common stock, no par value, outstanding.

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Financial statements 428 changes

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Three months ended June 30, Six months ended June 30,

Revenue $ 663.2 $ 605.1 $ 1,308.0 $ 1,187.0

Cost of revenue 239.3 230.6 478.2 462.0

Sales and marketing 118.1 119.7 233.3 232.3

General and administrative 98.5 82.0 182.5 158.5

Depreciation and amortization 53.5 48.5 105.2 95.8

Total operating expense 509.4 480.8 999.2 948.6

Other operating income 6.8 0.8 7.7 0.8

Operating income 160.6 125.1 316.5 239.2

Three months ended September 30, Nine months ended September 30, (in millions, except per share amounts) 2026 2025 2026 2025

Revenue $ 672.1 $ 617.4 $ 1,980.1 $ 1,804.4

Cost of revenue 240.7 241.7 718.9 703.7

Sales and marketing 117.8 115.5 351.1 347.8

General and administrative 93.1 85.9 275.6 244.4

Depreciation and amortization 53.1 47.0 158.3 142.8

Total operating expense 504.7 490.1 1,503.9 1,438.7

Other operating income 0.5 7.7 1.3

Operating income 167.4 127.8 483.9 367.0

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Interest expense, net ( 17.1 ) ( 7.4 ) ( 30.8 ) ( 12.8 )

Other income (expense), net 3.5 ( 1.2 ) 3.1 ( 1.4 )

Non-operating expense, net ( 13.6 ) ( 8.6 ) ( 27.7 ) ( 14.2 )

Income tax expense 38.3 26.3 72.9 53.7

Consolidated net income $ 107.8 $ 89.0 $ 214.9 $ 167.5

Interest expense, net ( 17.6 ) ( 7.0 ) ( 48.4 ) ( 19.8 )

Other income, net 2.6 2.3 5.7 0.9

Non-operating expense, net ( 15.0 ) ( 4.7 ) ( 42.7 ) ( 18.9 )

Income before income taxes and equity in investments of unconsolidated entities 147.0 116.5 288.8 225.0 152.4 123.1 441.2 348.1

Equity in investments of unconsolidated entities ( 0.9 ) ( 1.2 ) 1.5 ( 1.0 0.1 ) 0.5 ( 3.8 3.9 )

Income tax expense 38.4 31.4 111.3 85.1

Consolidated net income $ 115.5 $ 91.6 $ 330.4 $ 259.1

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Basic $ 2.85 $ 2.11 $ 5.59 $ 3.94

Diluted $ 2.83 $ 2.09 $ 5.55 $ 3.91

Basic $ 3.09 $ 2.18 $ 8.67 $ 6.12

Diluted $ 3.06 $ 2.17 $ 8.61 $ 6.08

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Dividends declared per common share $ 0.50 $ 0.46 $ 1.00 1.50 $ 0.91 1.37

Dividends paid per common share $ 0.50 $ 0.46 $ 1.00 1.50 $ 0.91 1.37

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Basic 37.8 42.2 38.5 42.5

Diluted 38.1 42.5 38.7 42.8

Basic 37.4 42.1 38.1 42.4

Diluted 37.8 42.3 38.4 42.6

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Three months ended June 30, Six months ended June 30,

Consolidated net income $ 107.8 $ 89.0 $ 214.9 $ 167.5

Three months ended September 30, Nine months ended September 30, (in millions) 2026 2025 2026 2025

Consolidated net income $ 115.5 $ 91.6 $ 330.4 $ 259.1

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Foreign currency translation adjustment ( 6.1 ) 41.6 ( 17.4 ) 58.6

Other comprehensive income (loss), net ( 6.1 ) 41.7 ( 17.4 ) 58.7

Comprehensive income $ 101.7 $ 130.7 $ 197.5 $ 226.2

Foreign currency translation adjustment ( 0.8 ) ( 10.7 ) ( 18.2 ) 47.9

Unrealized gains (losses) on securities, net of tax ( 0.1 ) ( 0.1 ) 0.1

Other comprehensive income (loss), net ( 0.9 ) ( 10.7 ) ( 18.3 ) 48.0

Comprehensive income $ 114.6 $ 80.9 $ 312.1 $ 307.1

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(unaudited) As of December 31, 2025

Investments 34.3 54.2

Deferred commissions 33.9 35.4

Prepaid expenses 57.1 42.5

Deferred commissions 28.7 30.1

Other assets 22.4 12.1

(in millions, except share amounts) As of June September 30, 2026 (unaudited) As of December 31, 2025

Cash and cash equivalents $ 489.5 496.7 $ 474.5

Investments 27.9 54.2

Accounts receivable, less allowance for credit losses of $6.5 $4.9 million and $7.1 million, respectively 382.9 427.7 390.4

Income tax receivable 12.7 8.1 16.2

Deferred commissions 32.2 35.4

Prepaid expenses 51.7 42.5

Other current assets 24.5 19.7 24.8

Total current assets 1,034.9 1,064.0 1,038.0

Goodwill 1,745.6 1,745.7 1,610.8

Intangible assets, net 569.2 550.0 379.3

Property, equipment, and capitalized software, less accumulated depreciation and amortization of $962.5 $933.1 million and $899.9 million, respectively 239.6 244.7 231.9

Operating lease assets 164.7 155.3 159.0

Investments in unconsolidated entities 49.8 51.0 50.3

Deferred tax assets, net 90.8 93.9 78.7

Deferred commissions 27.8 30.1

Other assets 18.7 12.1

Total assets $ 3,945.7 3,951.1 $ 3,590.2

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Deferred revenue $ 628.4 $ 586.1

Accrued compensation 181.3 294.2

Deferred revenue $ 600.3 $ 586.1

Accrued compensation 230.2 294.2

Accounts payable and accrued liabilities 91.9 101.7 97.9

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and 348 more changes in the filing

MD&A 3 changes

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failing to achieve the anticipated benefits of the CRSP acquisition;

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changing economic and market conditions, including prolonged volatility, recessions, inflation, 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;

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A more complete description of these risks and uncertainties, among others, can be found in our other filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2025 (our Annual Report), and our Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 2026 and June 30, 2026, as supplemented by this Quarterly Report on Form 10-Q. If any of these risks and uncertainties materialize, our actual future results and other future events may vary significantly from what we expect. We do not undertake to update our forward-looking statements as a result of new information, future events, or otherwise, except as may be required by law. 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 filings with the SEC on Forms 10-K, 10-Q, and 8-K.

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Business 330 changes

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Three and Six Nine Months Ended June September 30, 2026 vs. Three and Six Nine Months Ended June September 30, 2025

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Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

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Consolidated revenue $ 663.2 $ 605.1 9.6 % $ 1,308.0 $ 1,187.0 10.2 %

Operating income $ 160.6 $ 125.1 28.4 % $ 316.5 $ 239.2 32.3 %

Operating margin 24.2 % 20.7 % 3.5 pp 24.2 % 20.2 % 4.0 pp

Cash provided by operating activities $ 155.7 $ 99.0 57.3 % $ 247.2 $ 190.0 30.1 %

Capital expenditures (33.2) (36.6) (9.3) % (71.1) (68.8) 3.3 %

Free cash flow $ 122.5 $ 62.4 96.3 % $ 176.1 $ 121.2 45.3 %

Consolidated revenue $ 672.1 $ 617.4 8.9 % $ 1,980.1 $ 1,804.4 9.7 %

Operating income $ 167.4 $ 127.8 31.0 % $ 483.9 $ 367.0 31.9 %

Operating margin 24.9 % 20.7 % 4.2 pp 24.4 % 20.3 % 4.1 pp

Cash provided by operating activities $ 190.7 $ 195.7 (2.6) % $ 437.9 $ 385.7 13.5 %

Capital expenditures (35.3) (35.6) (0.8) % (106.4) (104.4) 1.9 %

Free cash flow $ 155.4 $ 160.1 (2.9) % $ 331.5 $ 281.3 17.8 %

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Cash provided by (used for) financing activities $ (130.6) $ (108.5) 20.4 % $ 186.3 $ (132.6) NMF

Cash provided by (used for) financing activities $ (163.2) $ (188.1) (13.2) % $ 23.1 $ (320.7) NMF

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Revenue by type Three months ended June September 30, Six Nine months ended June September 30, (in millions) 2026 2025 Change 2026 2025 Change

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License-based $ 220.6 $ 207.7 6.2 % $ 435.8 $ 406.9 7.1 %

Transaction-based 1.5 1.5 % 1.5 1.5 %

Morningstar Direct Platform total $ 222.1 $ 209.2 6.2 % $ 437.3 $ 408.4 7.1 %

License-based $ 172.7 $ 164.7 4.9 % $ 343.2 $ 326.5 5.1 %

Transaction-based 2.0 1.8 11.1 % 3.9 3.7 5.4 %

PitchBook total $ 174.7 $ 166.5 4.9 % $ 347.1 $ 330.2 5.1 %

License-based $ 6.4 $ 5.0 28.0 % $ 12.2 $ 9.6 27.1 %

Transaction-based 98.5 80.0 23.1 % 193.7 148.4 30.5 %

Morningstar Credit total $ 104.9 $ 85.0 23.4 % $ 205.9 $ 158.0 30.3 %

License-based $ 13.5 $ 19.7 (31.5) % $ 27.7 $ 38.8 (28.6) %

Asset-based 37.6 35.2 6.8 % 74.1 71.3 3.9 %

Transaction-based 9.2 9.4 (2.1) % 16.5 15.5 6.5 %

Morningstar Wealth total $ 60.3 $ 64.3 (6.2) % $ 118.3 $ 125.6 (5.8) %

License-based $ 222.4 $ 211.1 5.4 % $ 658.2 $ 618.0 6.5 %

Transaction-based 0.1 NMF 1.6 1.5 6.7 %

Morningstar Direct Platform total $ 222.5 $ 211.1 5.4 % $ 659.8 $ 619.5 6.5 %

License-based $ 173.8 $ 166.9 4.1 % $ 517.0 $ 493.4 4.8 %

Transaction-based 1.8 2.1 (14.3) % 5.7 5.8 (1.7) %

PitchBook total $ 175.6 $ 169.0 3.9 % $ 522.7 $ 499.2 4.7 %

License-based $ 6.4 $ 5.4 18.5 % $ 18.6 $ 15.0 24.0 %

Transaction-based 101.4 85.7 18.3 % 295.1 234.1 26.1 %

Morningstar Credit total $ 107.8 $ 91.1 18.3 % $ 313.7 $ 249.1 25.9 %

License-based $ 13.5 $ 18.3 (26.2) % $ 41.2 $ 57.1 (27.8) %

Asset-based 39.2 35.2 11.4 % 113.3 106.5 6.4 %

Transaction-based 6.7 8.6 (22.1) % 23.2 24.1 (3.7) %

Morningstar Wealth total $ 59.4 $ 62.1 (4.3) % $ 177.7 $ 187.7 (5.3) %

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License-based $ 0.4 $ 0.4 % $ 0.8 $ 0.9 (11.1) %

Asset-based 37.5 32.0 17.2 % 75.9 64.4 17.9 %

License-based $ 0.4 $ 0.4 % $ 1.2 $ 1.3 (7.7) %

Asset-based 41.1 33.8 21.6 % 117.0 98.2 19.1 %

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Morningstar Retirement total $ 37.9 $ 32.4 17.0 % $ 76.7 $ 65.3 17.5 %

Morningstar Retirement total $ 41.5 $ 34.2 21.3 % $ 118.2 $ 99.5 18.8 %

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License-based $ 41.5 $ 30.9 34.3 % $ 80.3 $ 63.7 26.1 %

Asset-based 21.7 15.2 42.8 % 41.9 32.4 29.3 %

Transaction-based 0.1 1.6 (93.8) % 0.5 3.4 (85.3) %

Corporate and All Other total $ 63.3 $ 47.7 32.7 % $ 122.7 $ 99.5 23.3 %

License-based $ 455.1 $ 428.4 6.2 % $ 900.0 $ 846.4 6.3 %

Asset-based 96.8 82.4 17.5 % 191.9 168.1 14.2 %

Transaction-based 111.3 94.3 18.0 % 216.1 172.5 25.3 %

Consolidated revenue $ 663.2 $ 605.1 9.6 % $ 1,308.0 $ 1,187.0 10.2 %

License-based $ 42.5 $ 32.9 29.2 % $ 122.8 $ 96.6 27.1 %

Asset-based 22.7 15.7 44.6 % 64.6 48.1 34.3 %

Transaction-based 0.1 1.3 (92.3) % 0.6 4.7 (87.2) %

Corporate and All Other total $ 65.3 $ 49.9 30.9 % $ 188.0 $ 149.4 25.8 %

License-based $ 459.0 $ 435.0 5.5 % $ 1,359.0 $ 1,281.4 6.1 %

Asset-based 103.0 84.7 21.6 % 294.9 252.8 16.7 %

Transaction-based 110.1 97.7 12.7 % 326.2 270.2 20.7 %

Consolidated revenue $ 672.1 $ 617.4 8.9 % $ 1,980.1 $ 1,804.4 9.7 %

___________________________________________________________________________________________ (1) 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. Revenue from Morningstar Sustainalytics was $25.5 $26.3 million and $27.3 $28.1 million for the three months ended June September 30, 2026 and 2025, respectively, and $52.1 $78.4 million and $56.1 $84.2 million for the six nine months ended June September 30, 2026 and 2025, respectively. Revenue from Morningstar Indexes was $37.8 $39.0 million and $20.4 $21.8 million for the three months ended June 30, 2026 and 2025, respectively, and $70.6 million and $43.4 million for the six months ended June September 30, 2026 and 2025, respectively.

2026 and 2025, respectively, and $109.6 million and $65.2 million for the nine months ended September 30, 2026 and 2025, respectively.

In the second third quarter of 2026, consolidated revenue increased 9.6% 8.9% to $663.2 $672.1 million. Foreign currency moveme nts increased decreased revenue by $3.5 $0.2 million.

License-based revenue increased 6.2%, 5.5%, or 3.1% 3.7% on an organic basis, during the second third quarter of 2026 , primarily driven by demand for Morningstar Direct Platform and PitchBook products.

Asset-based revenue increased 17.5%, 21.6%, or 13.8% 14.9% on an organic basis, during the second third quarter of 2026. . The increase in reported and organic asset-based revenue was primarily driven by an increase in sales of Morningstar Retirement and Morningstar Indexes products, while organic growth was primarily driven by Morningstar Retirement and Morningstar Wealth products.

Transaction-based revenue increased 18.0%, 12.7%, or 17.8% 13.3% on an organic basis, during the second third quarter of 2026, primarily driven by Morningstar Credit revenue.

In the first six nine months of 2026, consolidated revenue increased 10.2% 9.7% to $1,308.0 $1,980.1 million . Foreign currency movements increased revenue by $17.0 $16.8 million.

License-based revenue increased 6.3%, 6.1%, or 2.8% 3.1% on an organic basis, during the first six nine months of 2026, primarily driven by demand for Morningstar Direct Platform and PitchBook products.

Asset-based revenue increased 14.2%, 16.7%, or 12.4% 13.2% on an organic basis, during the first six nine months of 2026. The increase in reported and organic asset-based revenue was primarily driven by an increase in sales of Morningstar Retirement and Morningstar Indexes products, while organic growth was primarily driven by Morningstar Retirement and Morningstar Wealth products.

Transaction-based revenue increased 25.3%, 20.7%, or 23.6% 19.9% on an organic basis, during the first six nine months of 2026, primarily driven by Morningstar Credit revenue.

Organic revenue increased 6.8% in the second third quarter of 2026 and 7.2% 7.0% in the first six nine months of 2026, driven by organic revenue growth in Morningstar Credit and Morningstar Direct Platform. and PitchBook.

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Three months ended June 30, Six months ended June 30,

Consolidated revenue $ 663.2 $ 605.1 9.6 % $ 1,308.0 $ 1,187.0 10.2 %

Acquisitions (14.5) NMF (25.0) NMF

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and 250 more changes in the filing

Market risk 19 changes

Our investment portfolio is actively managed and may suffer losses from fluctuating interest rates, market prices, or adverse security selection. These accounts may consist of 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. As of June September 30, 2026, our cash, cash equivalents, and investments balance was $523.8 $524.6 million. 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.

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 SOFR plus an applicable margin for such loans or the lender's base rate plus an applicable m argin for such loans. On an annualized basis, we estimate a 100 basis-point change in the SOFR would have a $13.7 $13.3 milli on impact on our interest expense based on our outstanding principal balance and SOFR at June September 30, 2026.

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Six months ended June 30, 2026

The table below shows our exposure to foreign currency denominated revenue and operating income for the six nine months ended June September 30, 2026:

Nine months ended September 30, 2026

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Currency rate in US dollars as of June September 30, 2026 0.6895 1.3244 0.7034 1.1409 0.6964 1.3262 0.7042 1.1344 n/a

Percentage of revenue 2.8 % 7.4 7.3 % 6.8 % 6.1 6.2 % 5.0 %

Percentage of operating income (loss) 4.6 % (1.6) (1.5) % 11.2 11.5 % 6.5 7.9 % (8.3) (7.8) %

Estimated effect of a 10% adverse currency fluctuation on revenue $ (3.6) (5.4) $ (9.5) (14.2) $ (8.7) (13.1) $ (7.8) (11.9) $ (6.4) (9.6)

Estimated effect of a 10% adverse currency fluctuation on operating income (loss) $ (1.4) (2.2) $ 0.5 0.7 $ (3.4) (5.4) $ (2.0) (3.7) $ 2.6 3.7

The table below shows our net investment exposure to foreign currencies as of June September 30, 2026:

As of September 30, 2026

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Assets, net of unconsolidated entities $ 81.3 $ 306.4 $ 237.0 $ 255.7 $ 271.2

Less: liabilities (27.2) (78.3) (58.9) (113.3) (126.4)

Net currency position $ 54.1 $ 228.1 $ 178.1 $ 142.4 $ 144.8

Assets, net of unconsolidated entities $ 80.4 $ 278.7 $ 248.5 $ 279.7 $ 264.3

Less: liabilities (27.6) (53.9) (52.9) (99.0) (126.7)

Net currency position $ 52.8 $ 224.8 $ 195.6 $ 180.7 $ 137.6

Estimated effect of a 10% adverse currency fluctuation on equity $ (5.4) (5.3) $ (22.8) (22.5) $ (17.8) (19.6) $ (14.2) (18.1) $ (14.5) (13.8)

Controls and procedures 2 changes

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We carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June September 30, 2026. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of June September 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Risk factors 17 changes

The adoption and use of AI technologies, whether incorporated into or accessing our products and tools or implemented by third parties, may present business, legal, compliance, and reputational risks.

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. If we fail to keep pace with AI advancements, or if competitors adopt AI more effectively, our competitive position may be harmed. Slow internal adoption could reduce operational effectiveness, while AI generated errors may be incorporated into our processes or products. Our use of AI technologies may require investment of resources and costs to develop, test, and maintain related products and services, and there is no assurance that these investments will be successful. The rapid evolution and adoption of AI may create risks that may be difficult to anticipate or control, particularly where we rely on third party platforms or where our data, analytics or insights are delivered to end users through third-party AI tools or other intermediaries. These risks could lead to operational inefficiencies, reputational harm, or compliance challenges. Inconsistent or decentralized adoption of AI tools across business units, or use of AI tools outside of established governance framework, could increase operational, legal, regulatory and reputational risk.

The pace of adoption and use of AI technologies, including generative AI, in our products and processes and by our clients and end users may increase compliance obligations, regulatory scrutiny, litigation exposure, ethical concerns, and confidentiality or security risks. For example, AI systems may generate content that appears correct but is inaccurate, misleading, biased, or discriminatory, which, if relied upon and attributed to us, could harm our reputation and expose us to liability. We may also face risks relating to data privacy or cybersecurity incidents stemming from our use of AI technologies. Emerging laws and regulations governing AI - such as the EU Artificial Intelligence Act and other evolving global frameworks - may impose burdensome requirements or restrict the deployment of certain AI capabilities in our offerings, and regulations on AI are developing at varying paces, meaning the global regulatory landscape is uncertain, potentially divergent, overlapping and conflicting and could require meaningful compliance efforts and adjustment to our business practices at significant costs. Failure to timely or adequately address these evolving obligations could result in liabilities or fines . Because AI is complex and rapidly developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to our use of AI.

AI technologies may use or incorporate data from third-party sources, which may expose us to risks associated with data rights and protection and may also lead to the unintended consequences of using AI discussed above. Also licensing permissions, permitted-use restrictions, ownership of outputs or redistribution rights of third-party data may be uncertain, which could expose us to vendor claims, audits, restrictions on use, remediation obligations, additional fees or litigation. Current laws and court decisions governing intellectual property ownership and license rights may not address new questions relating to AI technologies, which may negatively affect our ability to safeguard our intellectual property, as well as increase the compliance costs associated with navigating an uncertain legal and regulatory environment. In addition, increased use of AI technologies may affect our workforce needs, including our ability to recruit, attract, or retain employees with the skills necessary to support AI-enabled products and processes. We may also face challenges if portions of our existing workforce do not possess, or cannot efficiently develop, the rapidly evolving skill sets required to meet changing business demands, which could adversely impact our operations and competitiveness.

In addition, the implementation of AI technologies by competitors and disruptors presents risks to our business. 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. These technologies integrate machine learning abilities and other AI systems to process and organize large data sets aggregated from products that previously were paid for, posing an external risk to our product suite. Third-party AI systems may also ingest, train on, reproduce, summarize, simulate or otherwise use our proprietary data, research, ratings, methodologies, content or other intellectual property without permission in ways that are difficult to detect or enforce against.

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. 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.

Morningstar DBRS, our credit ratings business, operates in highly regulated environments in Canada, the US, the UK, Australia, and the EU, with substantial ongoing compliance obligations. The scope and interpretation of these regulations can be uncertain and inconsistent across jurisdictions, making compliance challenging and costly. 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.

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. The Morningstar Funds Trust, an open-end mutual fund advised by MIM, subjects MIM to additional 40 Act requirements and the Commodity Exchange Act. These entities face SEC examinations and, when advising retirement plans, may act as Employee Retirement Income Security Act of 1974 (ERISA) fiduciaries, which would require compliance with strict obligations. Breaches, actual or alleged, could result in liability, particularly in retirement advice and managed accounts. Some contracts designate us as ERISA fiduciaries, including selecting and monitoring plan options, and we offer managed account services for plan participants. Such activities have been and may again be subject to class action litigation, including one current case. 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. Post Brexit, we made a strategic decision to no longer engage new EU domiciled clients for regulated investment management activity, in part to reduce regulatory risk. The UK-based Morningstar Wealth Platform (Platform) has regulatory compliance obligations related to, among other things, the safeguarding and administration of client monies and assets, due to the offering of regulated products and services in the UK. The Platform business has offices in Jersey, South Africa, and the United Arab Emirates, all of which are or have been subject to the Financial Action Task Force (FATF) grey list. 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 Indexes business, Morningstar Indexes, is subject to the EU Benchmarks Regulation, which mandates certain governance requirements, conflict management, and controls over the benchmark process and require administrators to improve the quality of input data and methodologies. We also closely monitor US regulatory developments, as the SEC has sought comment on whether index providers, model portfolio providers, and pricing services should be regulated as investment advisers or outsourced service providers. If adopted, these changes could significantly increase our regulatory exposure and compliance costs. In addition, the UK is currently consulting on a proposed new Specified Authorized Benchmark Regulation. We do not currently expect our Morningstar Indexes business in the UK to be in scope of the new regulation if adopted, and continue to engage with the relevant authorities as part of the consultation.

Morningstar Sustainalytics may face increased regulation of its research, ratings, and data activities. EU rules for ESG ratings providers, which became effective in 2026, and ongoing compliance with EU rules may require significant incremental investment in governance, internal controls, and compliance processes. Many jurisdictions have already established regulations regarding the provision and distribution of ESG data and ratings that are currently in effect or will take effect in the near future. Others are developing, similar frameworks, which may differ from EU requirements in material respects. The final form of any new or modified regulations could impose substantial compliance burdens and risk of inadvertent noncompliance. As Morningstar Sustainalytics operates globally, future regulations may be inconsistent across markets. Conversely, deregulation could reduce demand for our products. Failure to address this evolving landscape adequately and promptly could adversely affect our business, operating results, and financial condition.

Our indebtedness could adversely affect our cash flow and financial flexibility. 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 $1,713.3 million as of June 30, 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. As a result, our annual debt service requirements are affected by rising interest rates, and we cannot provide assurance that we will generate and maintain cash flows sufficient to permit us to service our indebtedness. 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. If we cannot refinance or otherwise pay our obligations as they mature and fund our liquidity needs, our business, financial condition, results of operations, cash flows, liquidity, ability to obtain financing, and ability to compete in our industry could be materially adversely affected.

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. 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.

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. If we are unable to comply with the restrictions and covenants in our debt agreements, there could be a default that, in some cases, if continuing, could result in the accelerated payment of our debt obligations or the termination of borrowing commitments on the part of the lenders under our Credit Agreement. 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. If we are unable to refinance or otherwise fund our liquidity needs, our business, financial condition, results of operations, cash flows, liquidity, and ability to compete in our industry could be materially adversely affected. Refer to Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources for a description of the restrictive covenants in our debt agreements.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors in Part I, Item 1A. Risk Factors in our Annual Report and in Part II, "Item 1A, Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as well as other risks described in this Report, when deciding whether to invest in our common stock or otherwise evaluating our business. If any of those risks or uncertainties materialize, our business, financial condition, and/or operating results could suffer. 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 immaterial to our operations.There operations. There have been no material changes to the risk factors we have disclosed in the Risk Factors section of our Annual Report other than as provided herein.

Unregistered sales of stock 9 changes

1 unchanged paragraph

The table below presents month-to-month information related to repurchases of common stock we made during the three months ended June September 30, 2026. Refer to Note 14 of the Notes to our Unaudited Consolidated Financial Statements for more information regarding our share repurchase program:

1 unchanged paragraph

April 1, 2026 - April 30, 2026 $ $ 400,017,600

May 1, 2026 - May 31, 2026 296,480 168.65 296,480 $ 350,017,721

June 1, 2026 - June 30, 2026 271,364 184.25 271,364 $ 300,017,898

Total 567,844 $ 176.10 567,844

July 1, 2026 - July 31, 2026 $ $ 300,017,898

August 1, 2026 - August 31, 2026 198,337 211.75 198,337 $ 258,019,823

September 1, 2026 - September 30, 2026 288,236 201.23 288,236 $ 200,018,082

Total 486,573 $ 205.52 486,573

1 unchanged paragraph

Other information 7 changes

1 unchanged paragraph

Date of Adoption of Trading Plan (1)

Scheduled Expiration Date of Trading Plan (2)

Aggregate Number of Securities to Be Purchased or Sold

Sale of up to 200,000 shares of common stock pursuant to a Rule 10b5-1 trading arrangement

(1) Each listed trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2) The trading plan may also expire on such earlier date as all transactions under the trading plan are completed.

During the three months ended June September 30, 2026, certain none of the company's executive officers and directors adopted or terminated a "Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act. as noted below:

Exhibits 7 changes

3 unchanged paragraphs

Form of Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan Restricted Stock Unit Award Agreement, for awards made on or after March 1, 2026.

Form of Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan Restricted Stock Unit Award Agreement, for awards made on or after May 15, 2026 that vest in four equal installments each year on the anniversary of the grant date.

Form of Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan Restricted Stock Unit Award Agreement, for awards made on or after May 15, 2025 and vest in full on the first anniversary of the grant date.

Form of Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan Market Stock Unit Award Agreement, for awards made on or after May 15, 2026.

4 unchanged paragraphs

101 The following financial information from Morningstar, Inc. s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, filed with the SEC o n July 29 October 28 , 2026 formatted in Inline XBRL: (i) Cover Page, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income (iv) Unaudited Consolidated Balance Sheets, (v) Unaudited Consolidated Statement of Equity, (vi) Unaudited Consolidated Statements of Cash Flows and (vii) the Notes to Unaudited Consolidated Financial Statements

1 unchanged paragraph

*Management contract with a director or executive officer or a compensatory plan arrangement in which directors or executive officers are eligible to participate.

2 unchanged paragraphs

Date: July 29, October 28, 2026 By: /s/ Michael Holt

1 unchanged paragraph

Unchanged: Legal proceedings, Defaults on senior securities, Mine Safety Disclosures

Compared by code from the two filings' text and XBRL. Not advice.

The reading, claim by claim

  1. For the quarter ended September 30, 2026, Morningstar reported revenue of $672.1 million and net income of $115.5 million.
  2. The income statement shows revenue of $672.1 million for the three months ended September 30, 2026 against $617.4 million a year earlier.
  3. Operating income was $167.4 million against $127.8 million.
  4. Diluted net income per share was $3.06 against $2.17.
  5. For the nine months ended September 30, 2026, revenue was $1,980.1 million and consolidated net income was $330.4 million.
  6. Diluted net income per share was $8.61, and dividends declared per common share were $1.50.
  7. The balance sheet shows cash and cash equivalents of $496.7 million as of September 30, 2026, against $474.5 million at December 31, 2025.
  8. Long-term debt was $1,660.5 million, against $1,072.6 million.
  9. Total equity was $1,025.6 million, against $1,221.9 million.
  10. Interest expense, net was $17.6 million for the quarter against $7.0 million a year earlier.
  11. Shares outstanding were 37,104,311 as of September 30, 2026, against 39,740,881 at December 31, 2025.

11 of 11 claims matched the filing text.

From the filing's financial data, not stated in its text

From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026

  • The financial statements data states revenue changed +8.9% from a year earlier.
  • It also states an operating margin of 24.9% and a net margin of 17.2%.

From the filing

Item 1.

Item 1.

Financial Statements

3

Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025 3 Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 3 Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 4 Unaudited Consolidated Statements of Equity for the three and nine months ended September 30, 2026 and 2025 6 Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 8

Notes to Unaudited Consolidated Financial Statements

Item 1. Financial Statements

Item 1. Financial Statements

Morningstar, Inc. and Subsidiaries

Unaudited Consolidated Statements of Income

Three months ended September 30, Nine months ended September 30, (in millions, except per share amounts) 2026 2025 2026 2025 Revenue $ 672.11 $ 617.4 $ 1,980.1 $ 1,804.42 Operating expense: Cost of revenue 240.7 241.7 718.9 703.7 Sales and marketing 117.8 115.5 351.1 347.8 General and administrative 93.1 85.9 275.6 244.4 Depreciation and amortization 53.1 47.0 158.3 142.8 Total operating expense 504.7 490.1 1,503.9 1,438.7 Other operating income — 0.5 7.7 1.3 Operating income 167.4 127.8 483.9 367.03 Non-operating expense, net: Interest expense, net ( 17.6 ) ( 7.0 ) ( 48.4 ) ( 19.8 )10 Other income, net 2.6 2.3 5.7 0.9 Non-operating expense, net ( 15.0 ) ( 4.7 ) ( 42.7 ) ( 18.9 ) Income before income taxes and equity in investments of unconsolidated entities 152.4 123.1 441.2 348.1 Equity in investments of unconsolidated entities 1.5 ( 0.1 ) 0.5 ( 3.9 ) Income tax expense 38.4 31.4 111.3 85.1 Consolidated net income $ 115.5 $ 91.6 $ 330.4 $ 259.15 Net income per share: Basic $ 3.09 $ 2.18 $ 8.67 $ 6.12 Diluted $ 3.06 $ 2.17 $ 8.61 $ 6.084 Dividends per common share: Dividends declared per common share $ 0.50 $ 0.46 $ 1.50 $ 1.376 Dividends paid per common share $ 0.50 $ 0.46 $ 1.50 $ 1.37 Weighted average shares outstanding: Basic 37.4 42.1 38.1 42.4 Diluted 37.8 42.3 38.4 42.6

See notes to unaudited consolidated financial statements.

Morningstar, Inc. and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income

Three months ended September 30, Nine months ended September 30,

(in millions) 2026 2025 2026 2025 Consolidated net income $ 115.5 $ 91.6 $ 330.4 $ 259.1

Other comprehensive income (loss), net

Foreign currency translation adjustment ( 0.8 ) ( 10.7 ) ( 18.2 ) 47.9 Unrealized gains (losses) on securities, net of tax ( 0.1 ) — ( 0.1 ) 0.1 Other comprehensive income (loss), net ( 0.9 ) ( 10.7 ) ( 18.3 ) 48.0 Comprehensive income $ 114.6 $ 80.9 $ 312.1 $ 307.1

See notes to unaudited consolidated financial statements.

3

Table of Contents

Morningstar, Inc. and Subsidiaries

Consolidated Balance Sheets (in millions, except share amounts) As of September 30, 2026

(unaudited) As of December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 496.7 $ 474.57 Investments 27.9 54.2 Accounts receivable, less allowance for credit losses of $4.9 million and $7.1 million, respectively 427.7 390.4 Income tax receivable 8.1 16.2 Deferred commissions 32.2 35.4 Prepaid expenses 51.7 42.5 Other current assets 19.7 24.8 Total current assets 1,064.0 1,038.0 Goodwill 1,745.7 1,610.8 Intangible assets, net 550.0 379.3 Property, equipment, and capitalized software, less accumulated depreciation and amortization of $933.1 million and $899.9 million, respectively 244.7 231.9 Operating lease assets 155.3 159.0 Investments in unconsolidated entities 51.0 50.3 Deferred tax assets, net 93.9 78.7 Deferred commissions 27.8 30.1 Other assets 18.7 12.1 Total assets $ 3,951.1 $ 3,590.2

Liabilities and equity

Current liabilities:

Deferred revenue $ 600.3 $ 586.1 Accrued compensation 230.2 294.2

Accounts payable and accrued liabilities 101.7 97.9

Operating lease liabilities 40.4 41.8

Current portion of long-term debt 18.2 —

Income tax payable 19.6 24.0 Other current liabilities 5.2 9.3 Total current liabilities 1,015.6 1,053.3 Operating lease liabilities 140.3 146.7 Accrued compensation 20.2 20.1 Deferred tax liabilities, net 21.1 27.2 Long-term debt 1,660.5 1,072.68 Deferred revenue 21.8 21.0 Income tax payable 15.3 13.1 Other long-term liabilities 30.7 14.3 Total liabilities $ 2,925.5 $ 2,368.3

Equity:

Morningstar, Inc. shareholders' equity:

4

Table of Contents

Common stock, no par value, 200,000,000 shares authorized, of which 37,104,311 and 39,740,881 shares were outstanding as of September 30, 2026 and December 31, 2025, respectively11 — — Treasury stock at cost, 18,044,452 and 15,277,454 shares as of September 30, 2026 and December 31, 2025, respectively ( 2,288.2 ) ( 1,785.7 ) Additional paid-in capital 919.9 869.5 Retained earnings 2,480.3 2,206.2 Accumulated other comprehensive loss: Currency translation adjustment ( 86.3 ) ( 68.1 )

Unrealized loss on available-for-sale investments ( 0.1 ) —

Total accumulated other comprehensive loss ( 86.4 ) ( 68.1 )

Total equity 1,025.6 1,221.99 Total liabilities and equity $ 3,951.1 $ 3,590.2

See notes to unaudited consolidated financial statements.

5

Table of Contents

Morningstar, Inc. and Subsidiaries

Unaudited Consolidated Statements of Equity

For the three and nine months ended September 30, 2026 and 2025

Morningstar, Inc. Shareholders' Equity

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss (in millions, except share and per share amounts) Shares Outstanding Par Value Treasury Stock Total Equity

Balance as of December 31, 2025 39,740,881 $ — $ ( 1,785.7 ) $ 869.5 $ 2,206.2 $ ( 68.1 ) $ 1,221.9 Net income — — — 107.1 — 107.1

Other comprehensive income (loss):

Foreign currency translation adjustment, net — — — — ( 11.3 ) ( 11.3 )

Other comprehensive loss, net — — — — ( 11.3 ) ( 11.3 ) Issuance of common stock related to vesting of stock awards, net of shares withheld for taxes on settlements of stock awards 10,136 — — ( 0.8 ) — — ( 0.8 )

Reclassification of awards previously liability-classified that were converted to equity — — 13.0 — — 13.0

Stock-based compensation — — 10.8 — — 10.8 Common shares repurchased ( 1,723,412 ) — ( 303.0 ) — — — ( 303.0 )

Dividends declared ($ 0.50 per share)

— — — ( 19.0 ) — ( 19.0 ) Balance as of March 31, 2026 38,027,605 $ — $ ( 2,088.7 ) $ 892.5 $ 2,294.3 $ ( 79.4 ) $ 1,018.7 Net income — — — 107.8 — 107.8

Other comprehensive income (loss):

Foreign currency translation adjustment, net — — — — ( 6.1 ) ( 6.1 )

Other comprehensive loss, net — — — — ( 6.1 ) ( 6.1 )

Issuance of common stock related to vesting of stock awards, net of shares withheld for taxes on settlements of stock aw

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Companies of similar size in SIC 6282 and related industry codes: the same peer list as the financial tables.

Data on this page was fetched . The filing on SEC.gov is the record.