DEF 14A of Morningstar, Inc., Mar 27, 2026

DEF 14A of Morningstar, Inc.

Filed Mar 27, 2026 · FY20250001193125-26-129081

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights Our director nominees have the skills, experience and background expected to support the Board’s strategic oversight responsibilities and advance the interests of Morningstar and its shareholders. Our business and the industry we operate in are dynamic and we offer a variety of products and solutions that serve a wide range of market participants. Morningstar strives to maintain a Board that possesses a combination of skills, professional experience, different backgrounds, and tenure necessary to effectively oversee the Company’s business and advance its long-term strategy. Using this lens, our NCGC regularly reviews the composition and skill sets of our Board members. At the annual shareholders’ meeting, Gail Landis, who has reached mandatory retirement age under the Company’s director retirement policy and has completed more than ten years of service, will not be standing for reelection. The remaining 10 directors currently serving (including Steve Joynt, who has reached the age of 73, but has not yet completed ten years of Board service) are standing for reelection at the annual shareholders’ meeting. The Board has reduced the size of the Board to ten directors, effective upon the conclusion of the annual shareholders’ meeting.

  2. Director Nominee Summary

    Director Nominee Summary

  3. Director Nominee Summary

    | Name | Age | Director Since | Independent | Committee Memberships | | Joe Mansueto | 69 | 1984 | | None | | Kunal Kapoor | 50 | 2017 | | None | | Anne Bramman | 58 | 2026 | ● | Audit; Compensation | | Robin Diamonte | 61 | 2015 | ● | Audit; NCGC | | Cheryl Francis | 72 | 2002 | ● | Audit (Chair); Compensation | | Steve Joynt | 74 | 2019 | ● | Compensation; NCGC | | Steve Kaplan | 66 | 1999 | ● | Compensation (Chair); NCGC | | Bill Lyons | 70 | 2007 | ● | Compensation; NCGC (Chair) | | Doniel Sutton | 52 | 2021 | ● | Audit; Compensation | | Caroline Tsay | 44 | 2017 | ● | Audit; NCGC |

  4. Nominee Composition Snapshot

    Nominee Composition Snapshot

  5. Executive Compensation Highlights

    Executive Compensation Highlights Our executive compensation program is designed to align compensation with long-term value creation while attracting and retaining talented executives. Morningstar has a strong pay for performance philosophy, with a significant portion of our 2025 target pay mix for our named executive officers (NEOs) performance-based and variable — 92% for the chief executive officer (CEO) and 79% for our other NEOs, on average. As described in more detail in this proxy statement, in 2025 our bonus funding formula resulted in a payout of 115.5%; however, due to a small number of delayed product deliveries, the CEO recommended and the Compensation Committee approved the application of negative discretion to reduce the 2025 payout under our annual incentive plan to 111.4%. Our market stock units (MSUs) earned below-target payouts of 82.0% and 28.8% for awards granted in May 2022 and November 2022, respectively, tied to our 3-year absolute total shareholder return (TSR) performance.

  6. 2025 CEO / NEO Compensation Mix(1)

    2025 CEO / NEO Compensation Mix(1) (1) Stretch PSUs are excluded from these graphs as there is no grant date fair value for the awards given achievement of the performance-based conditions was not deemed probable as of the grant date. (2) Reflects average target compensation for Michael Holt and Danny Dunn and excludes Kunal Kapoor and Joe Mansueto.

  7. People Highlights

    People Highlights 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. 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 CEO and Board. The Compensation Committee of our Board approves incentive plan design and performance goals and reviews emerging compensation policies, practices, and potential risks. 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.

  8. Our Teams

    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. 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. 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.

  9. Employee Data

    Employee Data Morningstar’s global turnover remained flat at 17% in 2025. 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. 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. 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 2025, we rolled out a peer-to-peer rewards and recognition system designed to reinforce our shared values resulting in over 29,000 individual and team recognitions. In 2025, we enhanced our educational stipend program to further support both the personal and professional development of our employees, allowing colleagues to use up to 50% of the stipend for wellness purposes, such as gym memberships, sports equipment, and nutrition coaching. Since the stipend enhancement, participation in the program has increased to more than 85%.

  10. Professional Growth

    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. 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. We also offer learning and growth programs for colleagues at every level within our organization. The Morningstar Development Program (MDP) is our two-year program for recent university graduates and entry-level professionals. Participants start their careers at Morningstar placed into business units that align to their career interests or can opt into a structured rotational experience. For those more advanced in their careers, Morningstar offers targeted development and learning opportunities. For example, our Manager Academy provides training and development for colleagues who have been newly promoted into manager roles. Similarly, our Leader Academy supports leaders who are guiding others, driving high-impact projects, or shaping business strategy. 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.

  11. Election of Directors

    Election of Directors Our nominees for election as Morningstar directors to hold office until the annual shareholders’ meeting to be held in 2027 and until their successor, if any, is elected and qualified, all of whom are currently directors, include:

  12. Election of Directors

    | • | Eight independent directors, as defined in the applicable rules for companies traded on the Nasdaq Global Select Market (Nasdaq); and |

  13. Election of Directors

    | • | Two members of our executive management team, our founder and Executive Chairman, and our CEO. |

  14. Election of Directors

    One current director, Gail Landis, has reached both the mandatory retirement age under our director retirement policy and has served on the Board for more than ten years, and is not standing for re-election. She will cease serving as a director at the 2026 annual shareholders’ meeting. The Board has therefore reduced the size of the Board to ten directors, effective upon the conclusion of the 2026 annual shareholders’ meeting. At the recommendation of the NCGC, the Board nominated each person listed below for election at the annual shareholders’ meeting. Unless proxy cards are otherwise marked, the persons named as proxy holders will vote all proxies received FOR the election of each nominee. If any director nominee is unable or unwilling to stand for election at the time of the annual shareholders’ meeting, the persons named as proxy holders may vote either for a substitute nominee designated by the Board to fill the vacancy or for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. As of the date of this proxy statement, the Board believes that each nominee will be able and willing to serve if elected as a director.

  15. Recommendation of the Board

    Recommendation of the Board The Board recommends that you vote FOR the election of each of the following nominees. We describe certain individual qualifications and skills that led the Board to conclude that each person should serve as a director below.

  16. Recommendation of the Board

    | Name | Age | Director Since | Primary or Former Occupation | Independent | Other Public Company Boards | | Joe Mansueto | 69 | 1984 | Executive Chairman of Morningstar, Inc. | | | | Kunal Kapoor | 50 | 2017 | Chief Executive Officer of Morningstar, Inc. | | | | Anne Bramman | 58 | 2026 | Senior Advisor at Boston Consulting Group | ● | 1 | | Robin Diamonte | 61 | 2015 | Chief Investment Officer of RTX Corp. | ● | | | Cheryl Francis | 72 | 2002 | Co-Chair of Corporate Leadership Center | ● | 2 | | Steve Joynt | 74 | 2019 | Former Chief Executive Officer of DBRS | ● | | | Steve Kaplan | 66 | 1999 | Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at The University of Chicago Booth School of Business | ● | | | Bill Lyons | 70 | 2007 | Former President and Chief Executive Officer of American Century Companies, Inc. | ● | | | Doniel Sutton | 52 | 2021 | Chief People Officer at Pinterest, Inc. | ● | 1 | | Caroline Tsay | 44 | 2017 | Former Chief Executive Officer of Compute Software, Inc. | ● | 3 |

  17. Director Nominee Skills and Qualifications

    Director Nominee Skills and Qualifications Morningstar seeks to maintain a Board with the skills, experience, backgrounds, and tenures needed to effectively oversee the Company and advance its long-term strategy. Accordingly, our NCGC regularly reviews the composition and skill set of our Board members, evaluating each director and director nominee’s background, knowledge and experience. The NCGC also focuses on maintaining both shorter and longer tenured members on our Board, which can further contribute to a robust dialogue representing a range of perspectives. In January 2026 we appointed Anne Bramman to the Board in anticipation of the upcoming retirement of Gail Landis. The NCGC considers nominations by shareholders using the same criteria.

  18. Board Skills Matrix

    Board Skills Matrix We believe that for the Board to effectively guide sustained, long-term success for the Company and its shareholders, it must be composed of individuals with skills in the many disciplines that strengthen our dynamic business. Key attributes and experiences that our Board deems important for our director nominees are summarized below.

  19. Board Skills Matrix

    | Attributes/Experience | Joe Mansueto | Kunal Kapoor | Anne Bramman | Robin Diamonte | Cheryl Francis | Steve Joynt | Steve Kaplan | Bill Lyons | Doniel Sutton | Caroline Tsay | | CEO/Leadership | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Business Development and Operations | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Accounting, Finance and M&A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Client Relations and Insights | ● | ● | ● | ● | | ● | | ● | | | | Governance and Regulatory Compliance | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | Talent Management and Compensation | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Technology | ● | ● | | | | | | | ● | ● | | Industry Experience: | | | | | | | | | | | | Asset Management and Advisory | ● | ● | | ● | ● | ● | | ● | | | | Retirement | ● | ● | | ● | ● | | | ● | | | | Private Investments | ● | ● | | | ● | ● | ● | ● | | | | Credit Ratings | | ● | | | | ● | | ● | | |

  20. Board Skills Matrix

    The following table provides summary information about our director nominees. Directors are elected annually for a 1-year term by a majority of votes cast.

  21. Board Skills Matrix

    | | Joe Mansueto | Kunal Kapoor | Anne Bramman | Robin Diamonte | Cheryl Francis | Steve Joynt | Steve Kaplan | Bill Lyons | Doniel Sutton | Caroline Tsay | | Tenure and Independence | | | | | | | | | | | | Tenure | 42 | 9 | <1 | 11 | 24 | 7 | 27 | 19 | 5 | 9 | | Independence | | | ● | ● | ● | ● | ● | ● | ● | ● | | Composition | | | | | | | | | | | | Audit Committee | | | | | | | | | | | | Compensation Committee | | | | | | | | | | | | Nominating and Corporate Governance Committee | | | | | | | | | | |

  22. Board Skills Matrix

    Executive Chairman Committee Chair Member

  23. Board Skills Matrix

    | | | Board Nominees | | | | | The Board recommends a vote for each director nominee. The Board believes that the following nominees have the judgement, skills and experience to effectively oversee strategy and constructively challenge management. | | | | | Joe Mansueto Joe Mansueto founded Morningstar in 1984 and became executive chairman in 2017. He has served as chairman since our Company’s inception and as chief executive officer from 1984 to 1996 and from 2000 to 2017. Joe oversaw the Company’s international expansion, growth into new businesses, and development of its valuable intellectual property used throughout the financial industry. Joe is the owner and chairman of Chicago Fire FC, an American professional soccer franchise, as well as a significant investor in several media companies, real estate properties and other ventures. Joe has received several awards for his leadership and influence including from InvestmentNews, MutualFundWire, SmartMoney, and the Tiburon CEO Summit. | | | Age 69 Director Since: 1984 Board Committees: None | | Qualifications • Founder and largest shareholder of the Company, with knowledge of all aspects of the business and the financial information industry. • Commitment to research integrity and independence. | Education • Master’s degree in business administration from The University of Chicago Booth School of Business. • Bachelor’s degree in business administration from The University of Chicago. |

  24. Board Skills Matrix

    | | Kunal Kapoor Kunal Kapoor became CEO of Morningstar in 2017. Prior to that, he served as president from 2015 to 2017, responsible for product development and innovation, sales and marketing, and driving strategic prioritization across the firm. Before becoming president, Kunal was head of global products and client solutions. Since joining Morningstar in 1997, Kunal has also held leadership roles in a number of our divisions, including Data, as well as leadership roles in our research group. He is a member of the board of directors of Wealth Enhancement Group, a privately-owned independent wealth management firm, a member of the Council on Chicago Booth and serves on the boards of several Chicago-based non-profit organizations. | | | Age 50 Director Since: 2017 Board Committees: None | Qualifications • Leadership roles in many of Morningstar’s businesses during a 28-year tenure at the Company. • Uniquely able to advise the Board on the opportunities and challenges of managing the Company and its strategy for growth, as well as its day-to-day operations and risks. | Education • Master’s degree in business administration from The University of Chicago Booth School of Business. • Bachelor’s degree in economics and environmental policy from Monmouth College. • Chartered Financial Analyst. |

  25. Board Skills Matrix

    | | Anne Bramman Anne Bramman was appointed to the Board in January 2026. She currently serves as board director and audit committee chair at McCormick & Company, Inc. From June 2023 to August 2024, she served as chief financial officer (CFO) and chief growth officer for Circana, a consumer analytics platform. From 2017 to 2022, she served as CFO of Nordstrom, Inc., leading digital and financial modernization, capital strategy, and enterprise transformation. Previously, she held CFO roles at Avery Dennison Corporation, Carnival Cruise Line, and L-Brands, Inc. Anne advises clients through Boston Consulting Group and mentors and develops rising finance leaders through various organizations. | | | Age 58 Director Since: 2026 Board Committees: • Audit • Compensation | Qualifications • Valuable perspective and experience as a former CFO of multiple public companies. • Actively mentors and develops rising finance leaders through various organizations. • Currently serves as a board director and audit committee chair of another public company. | Education • Master’s degree in business administration from the University of California, Los Angeles. • Bachelor’s degree in business administration from Texas Christian University. |

  26. Board Skills Matrix

    | | Robin Diamonte Robin Diamonte was appointed to the Board in December 2015. She served as the chief investment officer of RTX Corp., the aerospace defense company formed in 2020 from the merger of Raytheon Corporation and the United Technologies Corporation aerospace business until her retirement in March 2026. Robin previously served as vice president and chief investment officer at United Technologies Corporation since 2004. Before joining United Technologies Corporation, she held several positions during her 13-year tenure at Verizon Investment Management Corporation, the asset management arm of Verizon Communications Inc., rising from research analyst to managing director. In 2013, Robin was appointed by President Obama and served as a member and chair of the Advisory Committee for the Pension Benefit Guaranty Corporation for six years. Robin currently serves on the board for the Committee on Investment of Employee Benefit Assets (CIEBA), representing more than 100 of the country’s largest private sector retirement funds on fiduciary and investment issues in Washington. In 2023, she received a Lifetime achievement award from With Intelligence, was named one of Pension and Investments Most Influential Woman in Investing, was inducted into the Chief Investment Officer Hall of Fame in 2024, and is on the Power 100 list of CIO allocators. | | | Age 61 Director Since: 2015 Board Committees: • Audit • NCGC | Qualifications • Extensive experience in the retirement industry as a chief investment officer overseeing over $115 billion in global retirement assets. • Unique perspective as a customer of Morningstar products and research for over 25 years since she first started as an investment analyst with Verizon in 1994. | Education • Master’s degree in business administration from the University of New Haven. • Bachelor’s degree in electrical engineering from the University of New Haven. |

  27. Board Skills Matrix

    | | Cheryl Francis Cheryl Francis was elected to the Board in July 2002. She has been co-chair of Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since August 2008, and was vice-chair from October 2002 to August 2008. She has been an independent business and financial advisor since 2000. From 1995 to 2000, she served as executive vice president and chief financial officer of R.R. Donnelley & Sons Company, a print media company. Prior to her role at R.R. Donnelley, Cheryl held several positions on the management team of FMC Corporation including corporate treasurer, and served as chief financial officer of FMC Gold, a public company. Cheryl was an adjunct professor for the University of Chicago Graduate School of Business from 1991 to 1993. She currently serves as a member of the board of directors of HNI Corporation and Aon plc. | | | Age 72 Director Since: 2002 Board Committees: • Audit (Chair) • Compensation | Qualifications • Valuable perspective as an independent business and financial advisor and previously CFO of a public company. • Runs a leadership organization that engages with senior executives, CEOs, and leading academics on current business topics. • Currently serves on two other public company boards and prior public company board experience. | Education • Master’s degree in business administration from The University of Chicago Booth School of Business. • Bachelor’s degree from Cornell University. |

  28. Board Skills Matrix

    | | Steve Joynt Steve Joynt was appointed to the Board in December 2019. He served as chief executive officer of DBRS, the global credit ratings agency acquired by Morningstar, from 2016 to 2019. Prior to that, he spent more than 20 years at the global credit ratings agency Fitch Group in a variety of roles, including as chief executive officer from 2002 to 2012. Earlier in his career, Steve spent 12 years at Standard & Poor’s in a variety of analytical roles, culminating in the role of managing director of U.S. structured finance. | | | Age 74 Director Since: 2019 Board Committees: • Compensation • NCGC | Qualifications • Over 40 years in leadership roles in the credit ratings industry, with excellent understanding of fixed income securities, including sovereign, corporate, asset backed, and structured credits. • Valuable operating experience as CEO of a regulated company. | Education • Bachelor’s degree in business administration from the University of Arizona. |

  29. Board Skills Matrix

    | | Steve Kaplan Steve Kaplan served as a member of our advisory board beginning in 1998 and was elected to the Board in August 1999. Since 1988, he has been a professor at The University of Chicago Booth School of Business where he currently is the Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance and the Kessenich E.P. Faculty Director at the Polsky Center for Entrepreneurship and Innovation. Steve serves as a research associate at the National Bureau of Economic Research. Having previously served on the boards of directors of public and private companies, Steve has experience developing and advising executive talent. Steve currently sits on the investment committee of NextGen Growth Partners, a private equity firm that partners with entrepreneurial talent to invest in, operate and grow lower middle market business and serves as a director of Illinois Venture Capital Association. | | | Age 66 Director Since: 1999 Board Committees: • Compensation (Chair) • NCGC | Qualifications • Extensive background on issues in private equity, venture capital, entrepreneurial finance, corporate governance, executive talent, and corporate finance. • Guidance and analysis of both organic growth opportunities and potential acquisitions. • Prior public and private company board experience. | Education • Ph.D. in business economics from Harvard University. • Bachelor’s degree in applied mathematics and economics from Harvard College. |

  30. Board Skills Matrix

    | | Bill Lyons Bill Lyons was appointed to the Board in September 2007. He served as president and chief executive officer of American Century Companies, Inc., an investment management company, from September 2000 until his retirement in March 2007. From 1987 to 2000, he served in other capacities at American Century Companies, Inc., including as general counsel, chief operating officer, and president. During his time at American Century, he served on the board of the Investment Company Institute in Washington, D.C. and was appointed to several special task forces that developed best practices for mutual fund governance. He is active in civic and non-profit organizations in the greater Kansas City area, including current service on three non-profit boards and four investment committees overseeing endowment and foundation assets. He previously served as a member of the board of directors of NIC, Inc. and The Nasdaq Stock Market, LLC. | | | Age 70 Director Since: 2007 Board Committees: • Compensation • NCGC (Chair) | Qualifications • Extensive experience in the mutual fund industry with unique insights and a keen perspective on our customers’ priorities and challenges. • Business acumen and corporate governance mindset as the former chief executive officer of a private investment management company. Extensive experience in active investment management and investment process oversight. | Education • Juris doctor degree from Northwestern University School of Law. • Bachelor’s degree in history from Yale University. |

  31. Board Skills Matrix

    | | Doniel Sutton Doniel Sutton was elected to the Board in May 2021. She has been chief people officer of Pinterest, Inc. an image sharing and social media platform, since February 2024. From August 2022 to October 2023, she served as chief people officer at Alteryx, a company that provides data analytics software. From September 2020 to July 2022, Doniel served as chief people officer at Fastly, Inc., a leading global provider of edge cloud platform services. From March 2017 to April 2019, she served as Senior Vice President, Head of People at PayPal Holdings Inc., a global payments and technology company, and worked in other leadership capacities within the human resources group during her seven-year tenure at the company. From August 1997 to September 2011, she held a variety of senior human resource leadership positions with Prudential Financial, Bank of America Corporation and Honeywell International. Doniel currently serves as a member of the board of directors of Ross Stores, Inc., and is a member of the board of trustees of Justice and Joy National Collaborative. | | | Age 52 Director Since: 2021 Board Committees: • Audit • Compensation | Qualifications • Wealth of experience in human capital management and culture, global business expansions and large-scale mergers, acquisitions, and business integrations. • Experience in rapidly growing technology companies providing insights into strategies supporting innovation, scale, and growth. • Currently serves on the board of another public company. | Education • Master’s degree in business administration in human resources management from the University of Illinois at Urbana-Champaign. • Bachelor’s degree in finance from the University of Illinois at Urbana-Champaign. |

  32. Board Skills Matrix

    | | Caroline Tsay Caroline Tsay was elected to the Board in May 2017. She served as chief executive officer of Compute Software, Inc., an AI cloud optimization company, from January 2017 to November 2022. From March 2013 to December 2016, she served as vice president and general manager of software at Hewlett Packard Enterprise Company, an information technology company. From April 2007 to March 2013, she held several product leadership positions across the consumer search, e-commerce, and advertising businesses at Yahoo! Inc., a digital media company. Caroline remains active in the technology industry as an investor in venture capital funds and serves as an advisor to venture capital backed companies. Caroline currently serves on the board of directors of The Coca-Cola Company, NiCE Ltd., and Semrush Holdings, Inc., and formerly served as a member of the board of directors of Rosetta Stone Inc. and Travelzoo Inc. | | | Age 44 Director Since: 2017 Board Committees: • Audit • NCGC | Qualifications • Background in technology as well as significant leadership and management experience. • Expertise in the areas of consumer internet and enterprise software product development, engineering, marketing, and sales, providing insight relevant to organic and inorganic growth. • Currently serves on three other public company boards. | Education • Master’s degree in management science and engineering from Stanford University. • Bachelor’s degree in computer science from Stanford University. |

  33. Director Compensation

    Director Compensation The Board establishes non-employee director compensation based on the recommendation of the Compensation Committee. Directors who are also our employees do not receive any additional compensation for serving on the Board or attending Board meetings. Our non-employee directors receive a combination of cash and equity-based compensation. Our 2025 non-employee director compensation program did not change as compared to 2024. Cash Compensation In 2025, each non-employee director received an annual retainer of $50,000. Non-employee directors who are non-chair members of the Audit Committee, Compensation Committee, or NCGC received an additional annual Committee retainer of $5,000. Gail Landis also received an additional annual retainer of $5,000 for acting as a representative of the NCGC at meetings of the boards of directors of our credit ratings entities. The Audit Committee Chair, Compensation Committee Chair, and NCGC Chair received an annual retainer of $25,000, $15,000, and $15,000, respectively. In addition to the retainers described above, we reimburse our non-employee directors for travel expenses for attending Board and Committee meetings, when applicable. Equity-Based Compensation In 2025, each of our non-employee directors received an annual grant of restricted stock units (RSUs) with a grant value of approximately $190,000 that vest over a period of three years, subject to the director’s continued service through each applicable vesting date. In their first year of service on the Board, new non-employee directors receive an initial grant of RSUs with a grant value of approximately $250,000 vesting over a period of three years, subject to the director’s continued service through each applicable vesting date. Director Stock Ownership Guidelines The Board has adopted stock ownership requirements for our directors. We require each of our directors to hold either:

  34. Director Compensation

    | • | Morningstar shares with a value of $5,000,000; or |

  35. Director Compensation

    | • | A number of Morningstar shares and share equivalents that is greater than or equal to 25% of the total number of pre-tax vested RSUs that they have been granted since becoming a director. |

  36. Director Compensation

    2025 Directors’ Compensation The following table shows compensation earned by each of our non-employee directors in 2025. Joe Mansueto and Kunal Kapoor are members of our Board and Morningstar employees. Neither receives any additional compensation for serving on the Board or attending Board meetings. Anne Bramman was appointed to the Board in January 2026 and did not receive any compensation in 2025. Please see the “2025 Summary Compensation Table” for the amounts received by Joe Mansueto and Kunal Kapoor for their service to Morningstar in 2025.

  37. Director Compensation

    | | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Robin Diamonte | $60,000 | $189,974 | $249,974 | | Cheryl Francis | 85,000 | 189,974 | 274,974 | | Steve Joynt | 60,000 | 189,974 | 249,974 | | Steve Kaplan | 75,000 | 189,974 | 264,974 | | Gail Landis | 65,000 | 189,974 | 254,974 | | Bill Lyons | 75,000 | 189,974 | 264,974 | | Doniel Sutton | 60,000 | 189,974 | 249,974 | | Caroline Tsay | 60,000 | 189,974 | 249,974 |

  38. Director Compensation

    (1) As required by relevant SEC rules, the amounts represent the aggregate grant date fair value for RSU awards granted in 2025 as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. See Note 14 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the relevant assumptions used in calculating these amounts. As of December 31, 2025, our non-employee directors each held 1,337 unvested RSUs. Stock awards when granted are rounded down to the nearest whole share.

  39. 2025 CEO / NEO Compensation Mix(1)

    2025 CEO / NEO Compensation Mix(1) (1) The stretch PSUs are excluded from these graphs as there is no grant date fair value for such awards as the achievement of the performance-based conditions was not deemed probable as of the date of grant. (2) Reflects the average target compensation for Michael Holt and Danny Dunn and excludes Kunal Kapoor and Joe Mansueto. Our Performance in Complex Industry Environment Morningstar delivered solid operating performance in 2025 amid a complex global environment that included geopolitical uncertainty and a challenging equity market for data- and information-services companies. Shifting investor sentiment regarding the disruptive potential of AI resulted in stock price declines for many data and information services companies, including Morningstar. Throughout the year, we remained focused on disciplined execution, long-term value creation, and advancing our mission to empower investor success through trusted, independent insights. Our diversified business model performed across key segments. License-based platforms, including Morningstar Direct Platform and PitchBook, continued to generate the majority of their revenue through subscription agreements, while Morningstar Wealth and Morningstar Retirement delivered asset-based revenue tied to assets under management or advisement. Morningstar Credit contributed transaction-based revenue through assignment of credit ratings on the issuance of new bonds and via recurring revenue primarily derived from surveillance and research, as well as license-based revenue from its data feeds. We balanced continued investment in products, technology, and global infrastructure with cost discipline, supporting resilient margins and cash flow. While equity market sentiment weighed on valuations for many in the sector, we believe our operating fundamentals remain strong. We also navigated an evolving regulatory landscape spanning sustainability-related matters, data privacy, cybersecurity, and AI. As we look ahead, we continue to believe we are well-positioned to deliver long-term growth and increase the intrinsic value of the business. Pay for Performance Alignment We set robust goals under our incentive plans that are intended to align our executives’ pay with our performance. As mentioned, 2025 was a challenging equity market for data- and information-services companies. Despite exceeding plan on targets for adjusted revenue and AOI, our cumulative TSR for the one- and three-year period ending December 31, 2025 was -35.1% and +2.3%, respectively. In line with our pay for performance philosophy, payouts under our long- and short-term incentive programs were in alignment with these results. We set targets under our 2025 bonus plan, calculated as described in the Annual Incentives section of this Compensation Discussion and Analysis, of $2,417.8 million for Adjusted Revenue (+6.1% of 2024 actual Adjusted Revenue of $2,278.6 million) and $699.4 million for AOI (+3.2% of 2024 actual AOI of $677.5 million). We achieved Adjusted Revenue of $2,430.6 million and AOI of $778.6 million, resulting in a formulaic funding of our 2025 annual incentive of 115.5% of target. However, due to a few delayed product deliveries, our CEO recommended and the Compensation Committee approved the application of negative discretion to reduce the 2025 annual incentive payout to 111.4% of target. Aligned with our stock price performance over the last one- and three-year periods, our 2022 MSUs, which vested in 2025, earned below-target payouts of 82.0% and 28.8% for the May and November 2022 grants, respectively, based on our three-year cumulative TSR of 14.0% and -3.7%, respectively, compared to a target of 20.0%. The 2022 MSUs were not impacted by the three-year Adjusted Revenue kicker, as described further below, as the performance target was not achieved.

  40. Our Compensation Philosophy Guides Our Compensation Program Design

    | 3) | Align our executives’ interests with the long-term interests of our shareholders |

  41. Our Compensation Philosophy Guides Our Compensation Program Design

    | • | Believes that variable pay in the form of cash and equity incentives should make up a significant majority of total target compensation, and incentive compensation should increase as a percentage of total compensation as members of our management team take on more responsibility at Morningstar. Our compensation program is designed to reward each member of our management team based on their overall contribution to the Company and for the achievement of goals deemed most relevant to their specific role or particular product area managed. |

  42. Our Compensation Philosophy Guides Our Compensation Program Design

    | • | Ties executive compensation to short- and long-term value creation, as measured by increases in annual Adjusted Revenue and AOI in the Corporate Incentive Plan, and three-year TSR and AOI in the equity incentive program pursuant to our 2021 Plan. Our equity incentive program, combined with our stock ownership requirements for our executive officers and directors, is designed to align interests with shareholders over the long-term. Following review of peer group and other market data and evaluating the performance of our executives, the Compensation Committee bases its decisions about an executive’s compensation on its assessment of that executive’s performance and contribution toward enhancing the intrinsic value of our Company and its product areas. |

  43. Our Compensation Philosophy Guides Our Compensation Program Design

    | • | Benchmarks total compensation of our executives against the market using companies of similar size and operating in a similar business. The Compensation Committee does not target specific compensation levels based on this review but considers this helpful information to obtain a general understanding of current compensation practices and trends. |

  44. 2025 Peer Group and Market Data

    2025 Peer Group and Market Data In May 2024, for purposes of evaluating 2025 compensation, the Compensation Committee approved the peer group below, which did not change from the prior year except for the removal of Focus Financial Partners (acquired) and the addition of LPL Financial Holdings, Inc. and Tradeweb Markets, Inc. When establishing the peer group, the Compensation Committee considered the following factors: each company’s size relative to Morningstar; relevant lines of business in relation to Morningstar; talent competitors; and being identified as a peer of other existing Morningstar peers.

  45. 2025 Peer Group and Market Data

    | • AssetMark Financial Holdings, Inc. | • MarketAxess Holdings, Inc. | | • Broadridge Financial Solutions, Inc. | • Moody’s Corporation | | • CBOE Holdings, Inc. | • MSCI Inc. | | • Envestnet, Inc. | • SEI Investments Company | | • FactSet Research Systems, Inc. | • SS&C Technologies Holdings, Inc. | | • Fair Isaac Corporation | • Tradeweb Markets, Inc. | | • Federated Hermes, Inc. | • Verisk Analytics, Inc. | | • LPL Finance Holdings, Inc. | |

  46. 2025 Peer Group and Market Data

    For 2026, AssetMark Financial Holdings, Inc. and Envestnet, Inc. were removed from the peer group (no longer publicly traded) and BGC Group, Inc., BILL Holdings, Inc., Houlihan Lokey, Inc., Q2 Holdings, Inc., and Virtu Financial, Inc. were added. The Compensation Committee also reviewed published compensation survey data provided by Aon. The survey provides information about compensation levels and practices at financial services and technology companies. When reviewing data from published surveys, the Compensation Committee focuses on information specific to companies of Morningstar’s size. For purposes of this Compensation Discussion and Analysis, we refer to the compensation data for the peer group and surveys as “market data.”

  47. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program Our executive compensation program consists of annual base salary, annual incentives, and equity compensation (RSUs, MSUs and stretch PSUs). The Compensation Committee believes that its current compensation program aligns our executives’ interests with our shareholders by striking an appropriate balance between short-term and long-term incentives and operational performance and long-term value creation. In addition, in evaluating compensation adjustments, the Compensation Committee considers each NEO relative to the market data. Base Salary The Compensation Committee reviews and determines the base salary for the CEO based on his individual performance and overall contribution to the Company. For our other NEOs, the Compensation Committee reviews and determines base salaries based in part on the CEO’s feedback about each individual’s performance and overall contribution to the Company. For 2025, Kunal Kapoor’s salary increased 23.8% in connection with a rebalancing of his cash compensation to enhance competitiveness of his pay versus market data and with consideration to his salary remaining flat in 2024. Danny Dunn’s salary increased 8.7% to recognize performance and enhance the competitiveness of his total compensation versus market data. Michael Holt’s salary following his promotion to Chief Financial Officer (CFO) reflects compensation paid to other CFOs based on market data and to align with our historical practices. Additional information regarding salaries paid to our NEOs is set forth in the 2025 Summary Compensation Table.

  48. Elements of Our Executive Compensation Program

    (1) Michael Holt became an NEO of Morningstar effective January 1, 2025. Annual Incentives Our annual incentives are governed by the Corporate Incentive Plan and reward participants for meeting and exceeding annual performance goals approved by the Compensation Committee. As noted above, Joe Mansueto does not participate in the Corporate Incentive Plan. The annual incentives are based on a financial performance factor, which is based on two equally-weighted financial performance goals (Adjusted Revenue and AOI), and an individual performance factor. All or a portion of the annual incentive payout related to individual performance may be delivered in RSUs. The RSUs delivered as part of the bonus cliff vest based on continued service for 18 months, or 12 months for the CEO who receives all of the bonus attributable to his individual performance factor in the form of RSUs, bolstering long-term alignment with our shareholders. The chart below shows the formula for annual incentive payouts. 2025 Annual Incentive Targets and Payout Determinations: The Compensation Committee approved the 2025 annual incentive targets as a percentage of base salary for Kunal Kapoor, Michael Holt, and Danny Dunn, as shown below. For 2025, the annual incentive target for Kunal was reduced compared to 2024 in connection with a rebalancing of his cash compensation mix and increased for Danny to enhance the competitiveness of his total compensation versus market data. Pursuant to the terms and conditions of the Corporate Incentive Plan, Danny Dunn’s 2025 annual incentive was forfeited in connection with his departure from the Company in November 2025.

  49. Elements of Our Executive Compensation Program

    | | 2024 Annual Incentive Target (% of Salary)(1) | 2025 Annual Incentive Target (% of Salary)(1) | Change (Percentage Points) | | Kunal Kapoor | 319% | 270% | -49.0 | | Michael Holt(2) | — | 100% | — | | Danny Dunn | 100% | 110% | 10.0 |

  50. Elements of Our Executive Compensation Program

    (1) Beginning in 2025, annual incentive targets for all the NEOs were set as a percentage of base salary, while in 2024 targets were approved as a flat dollar amount and are presented as a percentage of 2024 base salary for purposes of comparison. Management uses Adjusted Revenue and AOI to better evaluate business performance. When the financial and strategic performance measures were established, and consistent with prior years, the Compensation Committee determined that the adjustments, and other significant charges not included in the Company’s internal 2025 budget should be excluded from both the establishment of goals as well as the determination of payout calculations to more closely align with the underlying operating performance of the business. The Compensation Committee established a funding formula that specifies bonus funding for various performance levels, with the final funding factor weighted 50% for Adjusted Revenue and 50% for AOI. Beginning with the 2025 annual incentive program, the Compensation Committee removed the 60% funding floor used in 2024 (and prior years) with the intention to further align with market practices and enhance alignment of pay and performance. The graphics below illustrate how this formula works for Company performance: 2025 Financial Performance Factor Funding: In 2025, our overall Company performance resulted in the following calculation of the financial performance factor:

  51. Elements of Our Executive Compensation Program

    (1) See reconciliation tables in the appendix to this proxy statement. For 2025, our formulaic calculations yielded a goal attainment percentage of target of 100.5% ($2,430.6 million) on adjusted revenue and 111.3% ($778.6 million) on AOI, resulting in a financial performance funding of 115.5% of target. Due to a small number of delayed product deliveries during 2025, the CEO recommended and the Compensation Committee approved the application of negative discretion to reduce the 2025 annual incentive payout to 111.4% of target. The executives’ annual incentive target is multiplied by the financial performance factor funding above, as adjusted for the application of negative discretion, and the individual performance factor funding, as described in more detail below, to arrive at the final bonus amount. 2025 Individual Performance Factor Funding: The Compensation Committee reviewed Kunal Kapoor’s performance, Kunal’s evaluation of Michael Holt’s contributions to key Company initiatives, and each individual’s broader impact on the growth of the business. The discussion below describes how the Compensation Committee evaluated each NEO’s performance and the considerations affecting the individual performance factors each of our NEOs received in 2025. Pursuant to the terms and conditions of the Corporate Incentive Plan, Danny Dunn’s 2025 annual incentive was forfeited in connection with his departure from the Company in November 2025.

  52. Elements of Our Executive Compensation Program

    2025 Annual Incentive Payouts: The table below shows the annual incentives earned for each participating NEO based on the financial performance factors and individual performance factors described above.

  53. Elements of Our Executive Compensation Program

    | | 2025 Annual Incentive Target | 2025 Financial Performance Factor | 2025 Individual Performance Factor | 2025 Annual Incentive Payout | Portion Delivered in Cash | Portion Delivered in RSUs | | Kunal Kapoor | $1,755,000 | 111.4% | 110% | $2,150,577 | $1,955,070 | $195,507 | | Michael Holt | 450,000 | 111.4% | 175% | 877,275 | 751,950 | 125,325 |

  54. Elements of Our Executive Compensation Program

    Equity Compensation Equity awards that vest over time are a substantial portion of how we compensate our NEOs to help align the economic interests of our NEOs with those of our shareholders. We believe it is important for our leaders to have a long-term stake in the success of the business. Our NEOs are granted equity awards under the 2021 Plan. As noted above, Joe Mansueto does not participate in the 2021 Plan. In 2025, we granted RSUs, MSUs, and stretch PSUs to our participating NEOs. RSUs comprise 25% of our target annual equity award mix and MSUs comprise the remaining 75%, which was unchanged from 2024. RSUs and stretch PSUs are granted to our participating NEOs in May, while MSUs are granted twice during the year (one-half in May and one-half in November) to minimize the potential effect of short-term stock price volatility on the awards. The stretch PSUs are granted with performance goals that are designed to be extremely challenging in order to receive any vested shares. Given the attainment of the goals was not deemed probable as of the date of grant, there is no grant date fair value associated with these awards for accounting purposes that is recognized or disclosed for financial reporting purposes or in the 2025 Summary Compensation Table. Further, when considering the target equity mix granted to each of the NEOs, we do not factor in any value associated with the stretch PSUs given that the achievement of the performance goals are not deemed probable at the time of grant. The Compensation Committee approved the 2025 equity targets for our participating NEOs, as shown below. Equity targets for Kunal Kapoor and Danny Dunn increased for 2025 to recognize performance and enhance the competitiveness of total compensation versus market data. Michael Holt’s equity target as CFO reflects market data and the Company’s historical compensation practices. Danny Dunn’s 2025 equity grants were forfeited in connection with his departure from the Company in November 2025.

  55. Elements of Our Executive Compensation Program

    (1) Michael Holt became an NEO of Morningstar effective January 1, 2025. (2) As noted above, Danny Dunn’s 2025 equity grants were forfeited in connection with his departure from the Company in November 2025. Restricted Stock Units: In 2025, the Compensation Committee granted RSUs to our participating NEOs that vest in four equal annual installments commencing on the first anniversary of the grant date and subject to their continued employment through the applicable vesting date. The table below shows the approximate value approved for RSUs granted to each NEO in 2024 and 2025.

  56. Elements of Our Executive Compensation Program

    | | Approximate Value of 2024 RSUs | Approximate Value of 2025 RSUs | | Kunal Kapoor | $1,360,000 | $1,527,500 | | Michael Holt(1) | — | 275,000 | | Danny Dunn(2) | 345,000 | 375,000 |

  57. Elements of Our Executive Compensation Program

    | Performance Level | Shares Earned as a Percentage of Target Market Stock Units | | Threshold TSR | 0% vesting if TSR is negative 13.33% | | Target TSR | 100% vesting if TSR is 20% | | Maximum TSR | 200% vesting if TSR is 70% |

  58. Elements of Our Executive Compensation Program

    Stretch PSUs: In 2025, the Compensation Committee granted stretch PSUs to our participating NEOs that cliff vest at the end of the three-year performance period if earned. The Compensation Committee designed the stretch PSUs to only reward AOI outperformance. The stretch PSUs are granted with performance goals that are designed to be extremely challenging and drive outcomes to accelerate value creation for our shareholders in order to receive any vested shares. For accounting purposes, because the attainment of the goals was not deemed probable as of the date of grant, there is no accounting or economic value that is recognized or disclosed for financial reporting purposes or in the 2025 Summary Compensation Table. The stretch PSUs have a three-year performance period from January 1, 2025 through December 31, 2027. The stretch PSUs are intended to further support our long-term strategy and reflect that AOI outperformance goals, if achieved, will result in significant value creation for our shareholders. Danny Dunn’s 2025 stretch PSUs were forfeited in connection with his departure from the Company in November 2025.

  59. Elements of Our Executive Compensation Program

    | Performance Level | Payout Level(1) | | 100% of Target AOI Goal | 0% vesting if achieved | | 112.5% of Target AOI Goal | 100% vesting if achieved(2) | | 125% of Target AOI Goal | 200% of base amount vesting if achieved |

  60. Elements of Our Executive Compensation Program

    | Performance Level | Shares Earned as a Percentage of Target Market Stock Units | | Threshold TSR | 0% vesting if TSR is negative 13.33% | | Target TSR | 100% vesting if TSR is 20% | | Maximum TSR | 200% vesting if TSR is 70% | | Revenue Kicker | 100% - 150% modifier based on results compared to 3-year Adjusted Revenue CAGR targets for time period of 2022 - 2024 | | Actual MSUs vested based on TSR and Adjusted Revenue Performance | 82.0% of target MSUs vested based on actual TSR of 14.0%. Adjusted Revenue CAGR achievement of 9.8% fell below the target of 15.5% for the time period of 2022 - 2024 and therefore no modifier was applied to the MSU payout. |

  61. Elements of Our Executive Compensation Program

    | Performance Level | Shares Earned as a Percentage of Target Market Stock Units | | Threshold TSR | 0% vesting if TSR is a negative 13.33% | | Target TSR | 100% vesting if TSR is 20% | | Maximum TSR | 200% vesting if TSR is 70% | | Revenue Kicker | 100% - 150% modifier based on results compared to 3-year Adjusted Revenue compounded annual growth (CAGR) for time period of 2022 - 2024 | | Actual MSUs vested based on TSR and Adjusted Revenue Performance | 28.8% of target MSUs vested based on actual TSR of -3.7%. Adjusted Revenue CAGR achievement of 9.8% fell below the target of 15.5% for the time period of 2022 - 2024 and therefore no modifier was applied to the MSU payout. |

  62. Employment Agreements and Change in Control and Termination Arrangements

    Employment Agreements and Change in Control and Termination Arrangements Below is a description of the arrangements in place applicable to our NEOs relating to payments upon termination or change in control. We do not have employment agreements with any of our NEOs. In May 2025, with input from our independent compensation consultant, we adopted the Morningstar, Inc. Executive Severance Policy (“Severance Policy”) for our NEOs (excluding Joe Mansueto) and certain other members of the executive leadership team to provide a uniform baseline and process for future executive departures and to align with market practices. Joe Mansueto does not participate in the Severance Policy. Absent Change in Control Subject to applicable terms and conditions as detailed in the Severance Policy or, if applicable, the executives’ award agreements under the 2021 Plan, upon an involuntary termination (as detailed in the Severance Policy or award agreement), covered executives are eligible to receive cash severance, in-cycle bonus payment, health benefits, and equity treatment, as follows:

  63. Employment Agreements and Change in Control and Termination Arrangements

    | • | Cash severance: The sum of base salary and target bonus, multiplied by a severance multiple and payable over the severance period (severance multiple of 2x and 1x for the CEO and other covered NEOs, respectively). |

  64. Employment Agreements and Change in Control and Termination Arrangements

    | • | In-cycle bonus payment: Pro-rated payment of bonus earned based on actual performance during the performance year. |

  65. Employment Agreements and Change in Control and Termination Arrangements

    | • | Health benefits: Continued payment of the employer-portion of any COBRA premium payments by Company until the earliest of (i) the end of the severance period (24 months and 12 months for the CEO and other participating NEOs, respectively), (ii) the date the participant is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the participant becomes eligible to receive substantially similar coverage from another employer or other source. |

  66. Employment Agreements and Change in Control and Termination Arrangements

    | • | Equity treatment: Continued vesting treatment of all outstanding equity (RSUs, MSUs, and stretch PSUs). The MSUs and stretch PSUs will be earned based on actual performance at the end of the performance period. |

  67. Employment Agreements and Change in Control and Termination Arrangements

    Change in Control Subject to applicable terms and conditions as detailed in the Severance Policy or, if applicable, the executives’ award agreements under the 2021 Plan, upon either (i) an involuntary termination (as detailed in the Severance Policy or award agreement) or (ii) a resignation of employment for Good Reason (as defined in the Severance Policy or award agreement), in each case, during the twenty-four (24) month period following a change in control, covered executives shall be eligible to receive cash severance, in-cycle bonus payment, health benefits, and equity treatment as follows:

  68. Employment Agreements and Change in Control and Termination Arrangements

    | • | Cash severance: The sum of base salary and target bonus, multiplied by a severance multiple and payable in a one-time lump sum within 60 days following termination (severance multiple of 2.5x and 1.5x for the CEO and other covered NEOs, respectively). |

  69. Employment Agreements and Change in Control and Termination Arrangements

    | • | In-cycle bonus payment: An amount equal to the covered executive’s annual target bonus for the fiscal year in which the termination occurred, prorated based on the number of days that the executive was an employee and payable in lump sum. |

  70. Employment Agreements and Change in Control and Termination Arrangements

    | • | Health benefits: One-time lump-sum payment for thirty (30) months of the employer-portion of any group medical and dental premium payments for the CEO and eighteen (18) months of the employer-portion of any group medical and dental premium payments for the other participating NEOs. |

  71. Employment Agreements and Change in Control and Termination Arrangements

    | • | Equity treatment: The Board retains discretion to vest or make exercisable, as the case may be, any unvested or not yet exercisable awards granted under the 2021 Plan. |

  72. Employment Agreements and Change in Control and Termination Arrangements

    Receipt of these benefits is conditioned upon the recipient executing a general release of claims against the Company and complying with confidentiality obligations and noncompete and non-solicitation agreements. The Severance Policy includes a “best-net” provision under which payments are reduced if doing so would result in a greater after-tax benefit to the executive than receiving the full payments and paying the applicable excise taxes. Additionally, certain of our equity award agreements include accelerated vesting provisions in the event of death or disability. As defined in the Severance Policy and the 2021 Plan, the following events constitute a change in control: the acquisition by a person or entity of more than 50% of Morningstar’s common stock, other than by Joe Mansueto, his wife, children, or any trustee or custodian on their behalf; a merger, consolidation, or statutory share exchange involving Morningstar, unless shareholders receive more than 60% of the stock of the surviving company or the parent company; a liquidation or dissolution of Morningstar; or a sale of substantially all of Morningstar’s assets. Please see the “Potential Payments Upon Termination or Change in Control” section for further information regarding the value of each NEO’s potential severance benefits and outstanding equity awards in the event of qualifying termination events.

  73. Equity Grant Practices

    Equity Grant Practices The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such practices comply with governing regulations and are consistent with good corporate governance practices. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meetings in May and November of each year. Because the Compensation Committee’s regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. We attempt to make equity awards during periods when we do not have material non-public information (“MNPI”) that could impact our stock price and we do not time the release of MNPI based on equity grant dates.

  74. Independent Compensation Consultants

    Independent Compensation Consultants Our Compensation Committee engages Pay Governance LLC as its independent consultant . In 2025, Pay Governance advised on various executive compensation matters, including NEO compensation, risk review, peer group review, incentive plan, equity awards and severance plan design. The Compensation Committee reviewed the independence of Pay Governance under Nasdaq and SEC rules and concluded that the work of the compensation consultant did not raise any conflict of interest.

  75. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  76. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Kunal Kapoor Chief Executive Officer | 2025 | $650,000 | $6,251,743 | $2,150,577 | $18,375 | $9,070,695 | | | 2024 | 525,000 | 5,818,054 | 2,275,320 | 17,251 | 8,635,625 | | | 2023 | 525,000 | 5,199,571 | 1,535,975 | 16,875 | 7,277,421 | | Michael Holt Chief Financial Officer | 2025 | $450,000 | $1,125,309 | $877,275 | $17,625 | $2,470,209 | | Danny Dunn Former Chief Revenue Officer | 2025 | $447,917 | $969,059(4) | $0(4) | $18,375 | $1,435,351 | | | 2024 | 460,000 | 1,475,267 | 520,720 | 17,250 | 2,473,237 | | | 2023 | 400,000 | 1,199,600 | 361,600 | 16,875 | 1,978,075 | | Joe Mansueto Executive Chairman | 2025 | $100,000 | $0 | $0 | $5,250 | $105,250 | | | 2024 | 100,000 | 0 | 0 | 5,250 | 105,250 | | | 2023 | 100,000 | 0 | 0 | 5,250 | 105,250 |

  77. 2025 Summary Compensation Table

    (1) As required by relevant SEC rules, the amounts for 2025 for each NEO other than Joe Mansueto represent the aggregate grant date fair value for RSUs, MSUs, and stretch PSUs granted in 2025 as determined pursuant to FASB ASC Topic 718. The amounts included for the MSUs and stretch PSUs are calculated based on the probable satisfaction of the performance condition for these awards as of the grant date. Under FASB ASC Topic 718, because the attainment of the stretch PSU performance goals was not considered probable as of the date of grant, there is no accounting or economic value that is recognized or disclosed for financial reporting purposes or in the 2025 Summary Compensation Table. Under FASB ASC Topic 718, the vesting condition related to TSR for our MSUs is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying performance condition. For the stretch PSU performance goals, assuming the maximum achievement of the underlying performance conditions as of the date of grant, the maximum grant date fair value for such awards would be as follows: Kunal Kapoor $9,164,723; Michael Holt $1,649,711; and Danny Dunn $2,249,662. For further information on these awards, see the 2025 Grants of Plan-Based Awards table. See Note 14 of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the relevant assumptions used in calculating these amounts. (2) The amounts represent annual bonus payments made under the Corporate Incentive Plan. For further information on these payments, see Compensation Discussion and Analysis — Annual Incentives. For 2025, Kunal Kapoor will receive $195,507 of the $2,150,577 in the form of RSUs to be granted on May 15, 2026, which will vest in full on the first anniversary of grant and Michael Holt will receive $125,325 of the $877,275 in the form of RSUs to be granted on March 1, 2026, which will vest in full 18 months from the grant date. For 2024, Kunal received $379,220 of the $2,275,320 in the form of RSUs granted on May 15, 2025, which will vest in full on the first anniversary of grant. (3) For 2024, the amounts represent matching contributions to our 401(k) plan. (4) Danny Dunn resigned from his position as Morningstar’s Chief Revenue Officer effective November 21, 2025 and therefore did not receive a 2025 bonus. His 2025 equity awards were forfeited upon his departure.

  78. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table shows information concerning the grants of plan-based awards in 2025 to each of our NEOs.

  79. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stocks or Units(3) | Grant Date Fair Value of Stock Award(4) | | | | | | Target(1) | Threshold | Target | Maximum | | | | Kunal Kapoor | — | — | Bonus | $1,755,000 | — | — | — | — | — | | | 05/15/25 | 05/07/25 | PSU | — | 0 | 0 | 29,910 | — | $0 | | | 05/15/25 | 05/07/25 | MSU | — | 0 | 7,477 | 14,954 | — | $2,421,651 | | | 11/15/25 | 11/15/25 | MSU | — | 0 | 10,810 | 21,620 | — | $2,302,638 | | | 05/15/25 | 05/07/25 | RSU | — | — | — | — | 4,985 | $1,527,454 | | Michael Holt | — | — | Bonus | $450,000 | — | — | — | — | — | | | 05/15/25 | 05/07/25 | PSU | — | 0 | 0 | 5,384 | — | $0 | | | 05/15/25 | 05/07/25 | MSU | — | 0 | 1,346 | 2,692 | — | $435,942 | | | 11/15/25 | 11/15/25 | MSU | — | 0 | 1,946 | 3,892 | — | $414,517 | | | 05/15/25 | 05/07/25 | RSU | — | — | — | — | 897 | $274,850 | | Danny Dunn(5) | — | — | Bonus | $550,000 | — | — | — | — | — | | | 05/15/25 | 05/07/25 | PSU | — | 0 | 0 | 7,342 | — | $0 | | | 05/15/25 | 05/07/25 | MSU | — | 0 | 1,835 | 3,670 | — | $594,320 | | | 05/15/25 | 05/07/25 | RSU | — | — | — | — | 1,223 | $374,739 | | Joe Mansueto | — | — | — | $ — | — | — | — | — | — |

  80. 2025 Grants of Plan-Based Awards

    (1) Amounts shown represent the Corporate Incentive Plan bonus target for each participating NEO established by the Compensation Committee. The Corporate Incentive Plan does not include specified threshold or maximum payout levels. (2) Amounts shown represent (a) the target and maximum MSUs granted under the 2021 Plan and (b) the maximum stretch PSUs granted under the 2021 Plan. The MSUs vest on the third anniversary of the grant date depending on our TSR over the three-year period. The number of shares of our common stock to be received at vesting will range from 0% to 200% of the target amount based on the Company’s TSR for the three-year performance period. At threshold performance, none of the shares vest. At target performance, the target number of shares vest. At maximum performance, 200% of the target number of shares vest. The stretch PSUs vest three years after grant depending on our AOI performance over the three-year performance period. At threshold and target performance, none of the shares vest. See Compensation Discussion and Analysis — Equity Compensation for more details. (3) Amounts shown consist of RSUs granted under the 2021 Plan. These RSUs vest in four equal annual installments beginning on the first anniversary of the grant date. (4) Amounts shown represent the aggregate grant date fair value for each RSU grant, MSU grant, and stretch PSU grant made in 2025 as determined pursuant to FASB ASC Topic 718. The amounts included for the MSUs and stretch PSUs are calculated based on the probable satisfaction of the performance condition for these awards as of the grant date. Under FASB ASC Topic 718, because the attainment of the stretch PSU performance goals was not considered probable as of the date of grant, there is no accounting or economic value that is recognized or disclosed for financial reporting purposes. (5) Danny Dunn resigned from his position as Morningstar’s Chief Revenue Officer effective November 21, 2025. As previously disclosed, in connection with Danny’s departure, his 2025 annual incentive and 2025 equity awards were forfeited.

  81. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table shows certain information concerning outstanding equity awards for our NEOs as of December 31, 2025. In accordance with SEC reporting requirements, if performance through 2025 has exceeded the threshold level, then the year-end number of MSUs that have not yet vested and the related payout value shown in the table below is based on achieving the next higher performance measure that exceeds the performance achieved through the 2025 fiscal year. The impact of any revenue kicker that may apply are not reflected in the table. For the stretch PSUs, this table assumes a payout at maximum opportunity.

  82. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Kunal Kapoor | 05/15/22 | RSU | 901 | (1) | $195,796 | | | | | 05/15/23 | RSU | 3,422 | ((1)) | $743,635 | | | | | 05/15/24 | RSU | 3,432 | ((1)) | $745,808 | | | | | 05/15/25 | RSU | 4,985 | ((1)) | $1,083,290 | | | | | 05/15/25 | RSU | 1,237 | (2) | $268,812 | | | | | 05/15/23 | MSU | | | | 9,899(3) | $2,151,152 | | | 11/15/23 | MSU | | | | 5,956(4) | $1,294,298 | | | 05/15/24 | PSU | | | | 27,450(5) | $5,965,160 | | | 05/15/24 | MSU | | | | 6,862(6) | $1,491,181 | | | 11/15/24 | MSU | | | | 5,947(7) | $1,292,343 | | | 05/15/25 | PSU | | | | 29,910(8) | $6,499,742 | | | 05/15/25 | MSU | | | | 7,477(9) | $1,624,827 | | | 11/15/25 | MSU | | | | 10,810(10) | $2,349,121 |

  83. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Michael Holt | 05/15/22 | RSU | 110(1) | $23,904 | | | | | | 05/15/23 | RSU | 395(1) | $85,837 | | | | | | 05/15/24 | RSU | 417(1) | $90,618 | | | | | | 03/01/25 | RSU | 184(11) | $39,985 | | | | | | 05/15/25 | RSU | 897(1) | $194,927 | | | | | | 05/15/23 | MSU | | | 1,142 | ((3)) | $248,168 | | | 11/15/23 | MSU | | | 687 | (4) | $149,292 | | | 5/15/24 | PSU | | | 3,330 | (5) | $723,642 | | | 5/15/24 | MSU | | | 832 | (6) | $180,802 | | | 11/15/24 | MSU | | | 721 | (7) | $156,681 | | | 5/15/25 | PSU | | | 5,384 | (8) | $1,169,997 | | | 5/15/25 | MSU | | | 1,346 | (9) | $292,499 | | | 11/15/25 | MSU | | | 1,946 | ((10)) | $422,885 | | Daniel Dunn(12) | — | — | — | $ — | — | | $ — | | Joe Mansueto | — | — | — | $ — | — | | $ — |

  84. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1) These RSUs vest in four equal annual installments on each of the first four anniversaries of the grant date. (2) These RSUs vest in full on the first anniversary of the grant date. (3) These MSUs vest on May 14, 2026, subject to the achievement of TSR and adjusted revenue performance goals over a three-year performance period. (4) These MSUs vest on November 14, 2026, subject to the achievement of TSR and adjusted revenue performance goals over a three-year performance period. (5) These stretch PSUs vest on December 31, 2026 and are subject to the achievement of AOI performance goals over a three-year performance period. (6) These MSUs vest on May 14, 2027, subject to the achievement of TSR performance goals over a three-year performance period. (7) These MSUs vest on November 14, 2027, subject to the achievement of TSR performance goals over a three-year performance period. (8) These stretch PSUs vest on December 31, 2027, subject to the achievement of AOI performance goals over a three-year performance period. (9) These MSUs vest on May 14, 2028, subject to the achievement of TSR performance goals over a three-year performance period. (10) These MSUs vest on November 14, 2028, subject to the achievement of TSR performance goals over a three-year performance period. (11) These RSUs vest in full 18 months from grant date. (12) Danny Dunn forfeited all outstanding equity in connection with his departure from the Company on November 21, 2025.

  85. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table shows certain information concerning the exercise of stock options and vesting of RSUs and MSUs during the year ended December 31, 2025 for each of our NEOs. Joe Mansueto did not exercise any stock options or receive any shares upon vesting of RSUs, MSUs, or stretch PSUs in 2025.

  86. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Kunal Kapoor | — | $— | 17,432 | $5,165,549 | | Michael Holt | — | $— | 2,031 | $600,367 | | Danny Dunn | — | $— | 384 | $84,978 | | Joe Mansueto | — | $— | — | $ — |

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table estimates certain compensation that would become payable under existing plans and arrangements and the market value of the shares subject to unvested RSUs, MSUs, and stretch PSUs that would have vested upon certain terminations of employment or a change in control occurring on December 31, 2025, as described below:

  88. Potential Payments Upon Termination or Change in Control

    | | Termination due to Death or Disability(1) | Termination Without Cause (Non-Change in Control)(2) | Termination with Good Reason or without Cause in connection with a Change in Control(3) | Change in Control(4) | | Kunal Kapoor | | | | | | Cash Severance | — | $4,810,000 | $6,012,500 | — | | Pro-Rata Bonus Payment | — | 2,150,577 | 1,755,000 | — | | Welfare Benefit Value | — | 53,744 | 65,863 | — | | RSUs | $3,037,342 | $1,352,103 | $3,037,342 | $3,037,342 | | MSUs | $7,978,537 | $7,978,537 | $10,202,922 | $10,202,922 | | PSUs | — | — | | — | | Michael Holt | | | | | | Cash Severance | — | $900,000 | $1,350,000 | — | | Pro-Rata Bonus Payment | — | 501,300 | 450,000 | — | | Welfare Benefit Value | — | 26,004 | 38,241 | — |

  89. Potential Payments Upon Termination or Change in Control

    | | Termination due to Death or Disability(1) | Termination Without Cause (Non-Change in Control)(2) | Termination with Good Reason or without Cause in connection with a Change in Control(3) | Change in Control(4) | | RSUs | $435,272 | $194,927 | $435,272 | $435,272 | | MSUs | $1,184,557 | $1,184,557 | $1,450,327 | $1,450,327 | | PSUs | — | — | | — | | Joe Mansueto | | | | | | Cash Severance | — | — | | — | | Pro-Rata Bonus Payment | — | — | | — | | Welfare Benefit Value | — | — | | — | | Restricted Stock Units | — | — | | — | | Market Stock Units | — | — | | — | | Performance Stock Units | — | — | | — |

  90. Potential Payments Upon Termination or Change in Control

    (1) Under the applicable award agreements, in the event of a termination due to death or disability (as defined in the applicable award agreements), unvested stretch PSUs will be forfeited, unvested RSUs will immediately vest, and unvested MSUs will vest based on target performance, prorated for the number of months completed in the performance period. The value of MSUs shown in the table above is based on target performance. (2) Represents amounts payable under the Severance Policy and treatment of outstanding equity awards under the applicable award agreements, in each case, upon a termination without cause (as defined in the Severance Policy or applicable award agreement) prior to or more than 24 months following a change in control (as defined in the Severance Policy. Under the applicable award agreements, for awards granted before May 15, 2025, in the event of a termination by the Company without cause (as defined in the applicable award agreements), unvested RSUs are forfeited and unvested MSUs and unvested stretch PSUs will vest based on actual performance, prorated for the number of months completed in the performance period. Under the applicable award agreements, for awards granted on or after May 15, 2025, in the event of an involuntary termination by the Company without cause (as defined in the applicable award agreements), unvested RSUs, MSUs, and stretch PSUs will remain outstanding and eligible to vest as if such termination had not occurred, with the unvested MSUs and stretch PSUs vesting based on actual performance. The value of MSUs and stretch PSUs shown in the table above is based on an assumed performance level equal to target performance. (3) Represents amounts payable under the Severance Policy and treatment of outstanding equity awards under the applicable award agreements, in each case, upon a termination without cause (as defined in the Severance Policy or applicable award agreement) or resignation with good reason (as defined in the Severance Policy), in each case, within 24 months following a change in control (as defined in the Severance Policy). Equity amounts in this column represent the market value of the shares subject to unvested RSUs, MSUs (assuming target performance), and unvested stretch PSUs (assuming target performance) that would have vested had the Board exercised its discretion to accelerate the vesting of such awards upon a change in control occurring on December 31, 2025. (4) Amounts in this column represent the market value of the shares subject to unvested RSUs, MSUs (assuming target performance), and unvested stretch PSUs (assuming target performance) that would have vested had the Board exercised its discretion to accelerate the vesting of such awards upon a change in control occurring on December 31, 2025.

  91. CEO Pay Ratio

    CEO Pay Ratio We are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Kunal Kapoor, our CEO. Ratio for 2025:

  92. CEO Pay Ratio

    | • | The annual total compensation of our median employee was $86,916. |

  93. CEO Pay Ratio

    | • | Kunal’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $9,070,695. |

  94. CEO Pay Ratio

    | • | Based on this information, the ratio of the annual total compensation of Kunal to the annual total compensation of our median employee is 104:1. |

  95. CEO Pay Ratio

    Identification of Median Employee For purposes of identifying the median employee(s), we considered the base salary, allowances, and target incentive compensation of all employees, other than Kunal, in the Company’s global employee population as of December 31, 2024. As permitted by the SEC’s pay ratio rules, we used the same median employee to calculate our fiscal 2025 pay ratio that we used to calculate our fiscal 2024 pay ratio, as we believe that there have not been changes in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. As of December 31, 2024, we had 11,182 employees, which includes all permanent, full-time employees, part-time employees and interns as of such date. In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2025 Summary Compensation Table with respect to each of the NEOs.

  96. Pay Versus Performance

    Pay Versus Performance

  97. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to Non- PEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based On: (5) | | Net Income ($M) | Adjusted Revenue ($M) (7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (6) | | | | 2025 | $9,070,695 | $(9,275,591) | $1,336,937 | $147,087 | $97 | $158 | $374.2 | $2,416.0 | | 2024 | 8,635,625 | 14,463,577 | 3,650,119 | 3,009,973 | 149 | 162 | 369.9 | 2,278.6 | | 2023 | 7,277,421 | 14,017,163 | 1,196,438 | 2,109,757 | 126 | 132 | 141.1 | 2,032.3 | | 2022 | 6,308,977 | (3,290,220) | 1,627,767 | 94,284 | 94 | 99 | 70.5 | 1,883.1 | | 2021 | 5,597,592 | 16,983,708 | 1,198,656 | 2,564,009 | 148 | 123 | 193.3 | 1,684.5 |

  98. Pay Versus Performance

    (1) Kunal Kapoor served as the Company’s principal executive officer (PEO) and each of Jason Dubinsky, Bevin De sm ond, Danny Dunn, and Joe Mansueto were the Company’s other NEOs for 2021, 2022 and 2023. Kunal served as the Company’s PEO and each of Jason Dubinsky, Danny Dunn, and Joe Mansueto were the Company’s other NEOs for 2024. Kunal served as the Company’s PEO and each of Michael Holt, Danny Dunn, and Joe Mansueto were the Company’s other NEOs for 2025. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of K unal and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the PEO for such years. (3) Amounts reported in this column represent the compensation actually paid to Kunal as the PEO in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

  99. Pay Versus Performance

    | | Principal Executive Officer | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table — Total Compensation (a) | $9,070,695 | $8,635,625 | $7,277,421 | $6,308,977 | $5,597,592 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b) | 6,447,250 | 6,197,274 | 5,199,571 | 4,499,252 | 3,594,637 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c) | 4,395,948 | 6,413,419 | 8,503,605 | 4,075,140 | 5,103,683 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d) | (11,432,986) | 4,882,210 | 4,435,258 | (6,814,902) | 8,792,335 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | 0 | 0 | 0 | 0 | 0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | (4,861,999) | 729,596 | (999,550) | (2,360,183) | 1,084,735 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | 0 | 0 | 0 | 0 | 0 | | = Compensation Actually Paid (CAP) | (9,275,591) | 14,463,577 | 14,017,163 | (3,290,220) | 16,983,708 |

  100. Pay Versus Performance

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of the stock awards granted to Kunal during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles (GAAP). Amounts reported in this row include the portion of the annual incentive that are delivered in RSUs of $195,507 for 2025, $379,220 for 2024, and $595,200 for 2021, and which were reflected in the non-equity incentive compensation column of the Summary Compensation Table in the applicable year. (c) Represents the aggregate fair value as of the indicated fiscal year-end of Kunal’s outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Kunal as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the aggregate fair value at vesting of the stock awards that were granted to Kunal and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Kunal that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (g) Represents the aggregate fair value as of the last day of the prior fiscal year of Kunal’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (4) Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Kunal in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  101. Pay Versus Performance

    | | Other Named Executive Officers Average (a) | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table — Total Compensation (b) | $1,336,937 | $3,650,119 | $1,196,438 | $1,627,767 | $1,198,656 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c) | 554,924 | 2,692,519 | 699,784 | 1,001,271 | 491,571 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d) | 260,954 | 1,034,593 | 1,162,324 | 571,157 | 790,207 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e) | (448,992) | 728,039 | 571,673 | (780,841) | 930,966 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (f) | 0 | 155,695 | 0 | 0 | 0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) | (446,888) | 134,046 | (120,894) | (322,528) | 135,751 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (h) | 0 | 0 | 0 | 0 | 0 | | = Compensation Actually Paid ( CAP ) | 147,087 | 3,009,973 | 2,109,757 | 94,284 | 2,564,009 |

  102. Pay Versus Performance

    (a) Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. (c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. Amounts reported in this row include the portion of the annual incentive that are delivered in RSUs of $31,331 for 2025, $12,945 for 2022, and $16,740 for 2021, and which were reflected in the non-equity incentive compensation column of the Summary Compensation Table. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (f) Represents the average aggregate fair value at vesting of the stock awards that were granted to Mr. Dubinsky and vested during the indicated fiscal year in connection with his separation, calculated using the same methodology as used in the Company’s financial statements under GAAP. (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (6) The peer group TSR is based on the market capitalization weighted TSR performance of the 2025 compensation peer group, which has changed from the 2024 compensation peer group, as disclosed in the Compensation Discussion and Analysis. The table below compares the cumulative TSR of our 2025 and 2024 compensation peer groups. The 2025 peer group is comprised of AssetMark Financial Holdings, Inc., Broadridge Financial Solutions, Inc., Cboe Global Markets, Inc., Envestnet, Inc., FactSet Research Systems Inc., Fair Isaac Corporation, Federated Hermes, Inc., LPL Financial Holdings Inc., MarketAxess Holdings Inc., Moody’s Corporation, MSCI Inc., SEI Investments Company, SS&C Technologies Holdings, Inc., Tradeweb Markets Inc., and Verisk Analytics, Inc. The 2024 peer group was comprised of AssetMark Financial Holdings, Inc., Broadridge Financial Solutions, Inc., Cboe Global Markets, Inc., Envestnet, Inc., FactSet Research Systems Inc., Fair Isaac Corporation, Federated Hermes, Inc., Focus Financial Partners Inc., MarketAxess Holdings Inc., Moody’s Corporation, MSCI Inc., SEI Investments Company, SS&C Technologies Holdings, Inc., and Verisk Analytics, Inc.

  103. Pay Versus Performance

    | Year | 2025 Peer Group Total Shareholder Return | 2024 Peer Group Total Shareholder Return | | 2025 | $158 | $150 | | 2024 | 162 | 153 | | 2023 | 132 | 128 | | 2022 | 99 | 95 | | 2021 | 123 | 120 |

  104. Pay Versus Performance

    (7) The Company determined that Adjusted Revenue is the most important financial performance measure used to link CAP to Company performance given it impacts 50% of the final funding factor under the annual incentive program and also contributes to our performance with respect to Adjusted Operating Income, which represents the remaining final funding factor under the annual incentive program and the performance measure used for the 2025 stretch PSUs. In addition, the NEOs hold outstanding PSUs with vesting tied to our Adjusted Revenue performance. As disclosed in the Compensation Discussion and Analysis, Adjusted Revenue is a non-GAAP financial measure and is adjusted to exclude the impact of certain items, such as foreign currency fluctuations. Relationship Between Pay and Performance We believe the CAP in each of the years reported above and over the five-year cumulative period reflects the Compensation Committee’s emphasis on pay-for-performance as the CAP fluctuated year-over-year, primarily due to our stock performance and our varying levels of achievement against pre-established performance goals under our Corporate Incentive Plan and MSU awards. The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2025. Please see the Compensation Discussion and Analysis for further information regarding how each of these measures is calculated and how they are used in the Company’s executive compensation program. Our 2025 executive compensation program utilized the financial metrics noted below and, in determining the individual performance adjustment for the Corporate Incentive Plan, supplemented those metrics with individual performance achievements, as further described in the Compensation Discussion and Analysis.

  105. Pay Versus Performance

    | • | Adjusted Revenue |

  106. Pay Versus Performance

    | • | AOI |

  107. Pay Versus Performance

    | • | TSR |