Morningstar, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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Morningstar, Inc.

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A Message from Joe Mansueto & Kunal Kapoor

Joe Mansueto

Executive Chairman

Kunal Kapoor

Chief Executive Officer

March 28, 2025

To our fellow shareholders:

We will hold our 2025 Annual Shareholders’ Meeting at 9 a.m. Central time on Friday, May 9, 2025, as a hybrid virtual andin-person meeting.

As always, our Annual Shareholders’ Meeting will include time for Q&A with management and the Board. We strongly encourage you to read our proxy statement and annual report in their entirety and ask that you support our Board’s recommendations to vote in favor of all proposals.

In 2024, our experienced, qualified and active Board supported our strategy, incentive compensation framework, and strong governance practices, guided by our mission to empower investor success, underpinned by our key principles of independence, transparency, and long-term focus.

Strong Financial Performance and Prudent Capital Allocation: In 2024, we remained focused on achieving our strategic goals. Meaningful growth in reported revenue, operating income and operating margin was driven by contributions from Morningstar Credit and PitchBook. Additionally, in 2024 we announced a more than 12% increase in our quarterly dividend for 2025, up from a 9% increase in 2024.

Robust Governance Practices: We believe oversight and accountability are critical to our ability to execute our business strategy. We regularly assess our governance practices not only in line with our mission and brand principles, but in the context of current trends, regulatory changes, and recognized best practices. In 2024, this led to continued enhancements in key policies and procedures, employee training, compliance practices, and our enterprise risk management processes.

Pay-For-Performance Alignment: Our executive compensation program is aligned with company performance and includes rigorous short- and long-term goals. Strong adjusted revenue and adjusted operating income in 2024 drove above target payouts under our annual bonus plan. Payouts under our long-term equity incentive plan tied to 3-year TSR were positively impacted by adjusted revenue performance over the same period. Beginning in 2024 we introduced “stretch” long-term equity opportunities that only reward if performance exceeds rigorous operating income growth targets aimed at accelerating value generation.

Emphasis on Long-Term Value Creation: Our goal is to increase the intrinsic value of our business over time, which we believe is the best way to create value. Our Board’s active oversight of strategic planning and execution in 2024 supported decisions to exit certain products and allocate investment to opportunities for widening our economic moat and driving long-term value

creation. In 2024, this translated into execution on themes such as the convergence of public and private markets and using AI to transform client workflows.

Talent Development Focus: We are committed to fostering an environment that develops talent and drives innovation. We strive to build a high-performing, global workforce that can execute on our strategic plans. We aim to reduce the risk associated with workforce management through meaningful retention, recruitment and development programs and regular engagement with our employees. In 2024, we continued our employee engagement practices and updated our company values to further align our workforce with our strategic initiatives, as described in more detail in this proxy statement.

On behalf of the Board, we sincerely thank you for your continued support of Morningstar and look forward to seeing some of you in person at our Annual Shareholders’ Meeting.

Sincerely,

Morningstar, Inc.

Notice of Annual Shareholders’ Meeting

To be held on May 9, 2025

March 28, 2025

Dear Shareholder:

You are cordially invited to attend our 2025 Annual Shareholders’ Meeting, which will be held at 9 a.m., Central time, on Friday, May 9, 2025 at our corporate headquarters at 22 W. Washington St., Chicago, Illinois 60602. In order to facilitate participation by our shareholders around the world, our annual meeting will also be webcast live.

We are holding the annual meeting for the following purposes:

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

You may vote at the meeting and any postponements or adjournments of the meeting if you were a shareholder of record as of the close of business on March 10, 2025, the

record date for the meeting. To ensure that your vote is recorded, please vote as soon as possible, even if you plan to attend the annual meeting.

We expect to mail a Notice of Internet Availability of Proxy Materials on or about March 28, 2025, containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report to all shareholders entitled to vote at the annual meeting.

For further details, please refer to the question “How do I vote?” on Page 67. If you have any questions concerning the meeting or the proposals, please contact our Investor Relations department at investors@morningstar.com.

By order of the Board of Directors,

Robyn Koyner

Corporate Secretary

Cautionary Statements

This proxy statement contains, and statements made by Morningstar and its representatives at the annual meeting may contain, forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “aim,” “assume,” “committed,” “consider,” “goal,” “likely,” “maintain,” “ongoing,” “opportunities,” “target,” “may,” “could,” “expect,” “intend,” “plan,” “seek,” “believe,” “estimate,” “potential,” “prospects,” “continue,” “future,” “should,” “strategy,” “will,” “would,” “is designed to,” or the negative thereof, and similar expressions. These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. We describe risks and uncertainties that could cause actual results and events to differ materially in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of our most recent Forms 10-K and 10-Q. If any of these risks and uncertainties materialize, our future results may vary significantly from what we expected. We do not undertake to update our forward-looking statements as a result of new information or future events, except as may be required by law. You are advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties, and assumptions in our filings with the Securities and Exchange Commission (SEC) on Forms 10-K, 10-Q, and 8-K.

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

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