Every material Form 8-K Morningstar filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Morningstar entered a new $1.5 billion multi-currency credit agreement with Bank of America, N.A. as administrative agent, and terminated its existing credit agreement dated May 6, 2022. The filing says the new facility can refinance existing debt and fund corporate purposes, and that $170.0 million was outstanding under the revolving facility as of October 31, 2025. The agreement adds covenants, including a net leverage limit of 3.50 to 1.00 and an interest coverage minimum of 3.00 to 1.00, and restricts dividend payments.
Facility totals up to $1.5 billion: $750.0 million five-year revolver, $375.0 million five-year delayed draw term facility, and $375.0 million three-year term facility
$170.0 million outstanding under the revolving facility as of October 31, 2025, described as a rollover of prior borrowings
Covenants require consolidated net leverage of no more than 3.50 to 1.00 and interest coverage of at least 3.00 to 1.00
Interest margins range from 1.05% to 1.425%, based on the consolidated net leverage ratio; the agreement also restricts dividend payments
Morningstar reported third-quarter 2025 revenue of $617.4 million, up 8.4%, and adjusted diluted earnings per share of $2.55, up 27.5%. GAAP diluted EPS fell 21.7% to $2.17 because the prior-year period included a gain from the sale of its Commodity and Energy Data business. The board also approved a new three-year buyback of up to $1 billion, effective October 31, 2025, which replaces the $500 million program the company completed in October.
Q3 reported revenue rose 8.4% to $617.4 million; organic revenue rose 9.0%.
Q3 operating income rose 10.6% to $127.8 million; adjusted operating income rose 15.6% to $150.6 million.
Q3 GAAP diluted EPS fell 21.7% to $2.17; the prior-year period had a $1.05 per-share gain from the Commodity and Energy Data sale.
New three-year share repurchase program authorizes up to $1 billion, effective October 31, 2025.
Morningstar said Chief Revenue Officer Daniel Dunn informed the company on October 8, 2025, that he will leave to pursue another opportunity, effective November 21, 2025. Julie Willoughby, Head of Global Sales with over 25 years at the company, will replace him in the role on the same date.
Daniel Dunn, Chief Revenue Officer, departs effective November 21, 2025, to pursue another opportunity
Julie Willoughby, Head of Global Sales, will replace Dunn effective November 21, 2025
Willoughby has over 25 years of experience at Morningstar in client-facing and sales roles
The filing does not disclose financial results or a reason beyond the new opportunity
Morningstar reported second-quarter 2025 results on July 30, 2025, with revenue up 5.8% to $605.1 million and diluted net income per share up 30.6% to $2.09. Operating cash flow fell 35.2% to $99.0 million, mainly because of higher income tax payments, and free cash flow fell 48.3% to $62.4 million, while the company repurchased $112.0 million of its shares.
Revenue rose 5.8% to $605.1 million; organic revenue rose 5.9%.
Diluted EPS rose 30.6% to $2.09; adjusted diluted EPS rose 19.4% to $2.40.
Cash provided by operating activities fell 35.2% to $99.0 million; free cash flow fell 48.3% to $62.4 million.
The company repurchased 398,442 shares for $112.0 million in the quarter and paid $79.5 million in income tax payments.
On May 9, 2025, Morningstar's board adopted an Executive Severance Policy covering the CEO, CFO, Chief Revenue Officer and other executives, and the company's annual shareholder meeting was held the same day. All ten director nominees were elected, and shareholders approved executive pay on an advisory basis and ratified KPMG as auditor for 2025, so the filing describes governance terms rather than a change in financial results.
Severance Policy gives the CEO 2x base salary and target bonus over 24 months; other executives 1x over 12 months, outside a change in control
Within 24 months after a change in control, the CEO receives 2.5x and other executives 1.5x base salary and target bonus in a lump sum
Joe Mansueto received 37,686,395 votes for and Bill Lyons received 35,439,407 votes for, the lowest vote count among the nominees, with 2,597,678 against
Shareholders ratified KPMG LLP as independent registered public accounting firm for 2025 with 39,245,136 votes for and 184,581 against
Morningstar reported first-quarter 2025 revenue of $581.9 million, up 7.2% from a year earlier, with operating income up 23.2% to $114.1 million and diluted net income per share of $1.82. Free cash flow fell 1.2% to $58.8 million, mainly because of higher bonus payments, and the company repurchased $109.6 million of its shares during the quarter. CEO Kunal Kapoor said the company is being more cautious because of recent market volatility and economic uncertainty.
Revenue rose 7.2% to $581.9 million; organic revenue grew 9.1%
Operating income rose 23.2% to $114.1 million; adjusted operating income rose 22.2% to $135.4 million
Diluted net income per share rose 22.1% to $1.82; adjusted diluted EPS rose 28.9% to $2.23
Free cash flow fell 1.2% to $58.8 million; share repurchases totaled $109.6 million
Morningstar reported fourth-quarter 2024 revenue up 9.7% to $591.0 million and full-year 2024 revenue up 11.6% to $2.3 billion. Fourth-quarter diluted EPS rose to $2.71 from $1.71, including a $64.0 million gain on the sale of US TAMP assets, while adjusted diluted EPS rose 8.6% to $2.14. Revenue and profit both improved, although the adjusted operating margin slipped to 20.6% from 21.0%.
Q4 2024 revenue was $591.0 million, up 9.7% on a reported basis and 10.6% on an organic basis.
Q4 diluted EPS was $2.71 versus $1.71; the $64.0 million gain on the sale of US TAMP assets added $1.10 per share.
Q4 adjusted diluted EPS was $2.14, up 8.6%, and adjusted operating margin was 20.6% versus 21.0%.
Full-year 2024 diluted EPS was $8.58 versus $3.29, and free cash flow rose 127.5% to $448.9 million.
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