Key Highlights

● Morningstar published written investor Q&A on September 25, 2026 addressing speculation it could become a Takeover target amid rival moves.

● The company declined to comment on specific deal activity but described its capital-allocation priorities in order, including strategic acquisitions.

● Four of Morningstar's eight independent directors have served ten years or more, prompting a defense of its board-refreshment practices.

● Morningstar disclosed a mandatory retirement policy at age 73 after ten years, under which director Gail Landis retired after 13 years.

Morningstar, Inc. (NASDAQ:MORN) used a Regulation FD filing on September 25, 2026, to publish written answers to investor questions, addressing speculation that the data and research firm could become a takeover target amid reported strategic moves at rivals Bloomberg and S&P Global, and defending the tenure of its board of directors. The filing, made under Item 7.01, discloses investor questions received through September 4, 2026, along with the company's responses, as Exhibit 99.1. Morningstar has periodically used this format to respond to investor inquiries outside its regular quarterly earnings calls.

Addressing M&A Speculation

One investor question referenced reports that Bloomberg was considering an initial public offering and that S&P Global might spin off its Capital IQ Pro business, asking whether Morningstar would pursue "transformative M&A" of its own. In response, Morningstar said it "continuously evaluate[s] the competitive landscape" and considers "building, partnering, or acquiring" when it identifies attractive opportunities, but stated it does not comment on potential transactions.

The company described its capital-allocation priorities as, in order: maintaining a strong balance sheet, investing in organic growth, pursuing strategic acquisitions that create Shareholder value, growing its dividend, and opportunistically repurchasing shares. Morningstar did not confirm or deny any specific deal activity. The question itself reflects broader industry chatter about consolidation among financial-data providers, though the filing does not attribute the Bloomberg or S&P Global reports to any specific source beyond describing them as part of the investor's question.

Defending Board Tenure and Refreshment

A second line of questioning focused on the length of service of Morningstar's independent directors. The company disclosed that four of its eight independent directors have served ten years or more, while stating that its nominating and corporate governance committee "regularly reviews board composition and assesses refreshment opportunities" to balance shorter- and longer-tenured members.

Morningstar said it has added five new independent directors since 2017, most recently Anne Bramman, who joined the board in early 2026 and brings more than 30 years of finance, operations, strategy and transformation experience from prior CFO and Leadership roles. The company also pointed to its mandatory retirement policy: directors must retire at age 73 after completing ten years of board service. Under that policy, director Gail Landis retired after 13 years of service and did not stand for re-election at Morningstar's 2026 annual shareholders' meeting. The company framed these facts together as evidence of an active, ongoing board-refreshment process rather than a static, long-tenured board, directly rebutting the premise embedded in the investor's question.

Why Companies File Investor Q&A This Way

Regulation FD requires public companies to disclose material information broadly rather than selectively to favored analysts or investors. When a company answers detailed investor questions outside of a scheduled Earnings Call or investor day, filing those answers via an 8-K under Item 7.01 ensures all investors see the same information at the same time. Because the item is "furnished" rather than "filed," it carries different Liability treatment than information disclosed elsewhere in the same 8-K, and the filing explicitly states that any website references within the Q&A are not incorporated into the filing.

Morningstar, Inc. is a provider of independent Investment research, ratings and data on stocks, funds and other securities, making questions about competitive dynamics with other financial-data providers directly relevant to how investors assess its market position.

Board and Capital-Allocation Signals Ahead

Morningstar's response leaves open, rather than closes off, the possibility of "transformative" acquisitions, though it declines to comment on specific speculation. Watch subsequent proxy statements for further board composition changes as the nominating committee continues its stated refreshment reviews. No specific deadlines or pending transactions are disclosed in this filing, and Morningstar's responses stop short of committing to any specific Acquisition or strategic transaction.