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

March 27, 2026 To our fellow shareholders: We will hold our 2026 annual shareholders’ meeting at 9 a.m. Central time on Thursday, May 7, 2026, in a hybrid format to support participation from all shareholders. As in prior years, the meeting will include time for Q&A with management and our Board. We encourage you to read our proxy statement and annual report and ask that you support the Board’s recommendations to vote in favor of all proposals. We extend our sincere appreciation to Gail Landis, who is concluding her service on our Board upon reaching mandatory retirement age this year pursuant to our retirement policy. We are grateful for Gail’s many contributions and wish her the very best as she embarks on her next chapter. Please join us in welcoming Anne Bramman, our newest director. Anne brings a wealth of experience and a strong record of leadership that we feel will be invaluable as we look to advance our long-term priorities. In 2025, in line with our mission to empower investor success, our experienced Board actively oversaw our strategy, compensation practices, and strong governance framework. Emphasis on Maximizing Long-Term Results. We continue to prioritize decisions designed to grow intrinsic value. In 2025, this included concentrating investment in areas where we see strategic opportunity to enhance our offerings, such as the acquisition of the Center for Research in Securities Prices, LLC (CRSP) to significantly scale our Morningstar Indexes business, and using AI to expand the reach of our proprietary research, data and insights. We also returned capital to shareholders in 2025, with the repurchase of $787 million in shares and the approval of a new three-year, $1 billion stock repurchase plan in late 2025, as well as paying approximately $77 million in dividends, a nearly 11% increase over 2024. Our Board also approved an almost 10% increase in our planned quarterly dividend rate for 2026. Pay-For-Performance Alignment. Our executive compensation program is grounded in pay-for-performance and includes rigorous short- and long-term goals. In 2025, although adjusted revenue and adjusted operating income exceeded targets — driven by strong performance from Morningstar Credit, PitchBook, and Morningstar Direct — we exercised negative discretion to reduce formulaic payouts under our annual bonus plan due to a small number of delayed product deliveries. In addition, stock price underperformance resulted in meaningfully below-target payouts in 2025 under our long-term equity incentive plan. Sound Governance Practices. We regularly assess our governance framework against evolving market expectations, regulatory developments, and best practices. In 2025, this led to continued efforts to enhance key policies and procedures, employee training, compliance practices, our enterprise risk management program, and governance around AI. On behalf of the Board, thank you for your continued support of Morningstar. We look forward to connecting with many of you at our annual shareholders’ meeting.

Morningstar, Inc. 2026 Proxy Statement i

Morningstar, Inc.

Notice of Annual Shareholders’ Meeting

To be held on May 7, 2026

March 27, 2026

Dear Shareholder:

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

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

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

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

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

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

By order of the Board of Directors,

Robyn Koyner

Corporate Secretary

Morningstar, Inc. 2026 Proxy Statement iii

2026 Proxy Statement

Cautionary Statements

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

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

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

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

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