Morningstar (MORN) CEO awarded RSUs and market stock units, exercises 2,108

Q: How do Kunal Kapoor’s new awards affect potential future Morningstar share issuance?

The new grants include 11,359 and 1,177 restricted stock units plus 17,039 market stock units. Each unit represents a right to receive one share of common stock in the future, subject to vesting schedules and performance conditions through May 14, 2029.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Morningstar, Inc. CEO Kunal Kapoor reported routine stock-based compensation and related tax withholding transactions. On May 15, 2026, he received 11,359 restricted stock units that fully vest on May 15, 2027, and 1,177 restricted stock units that vest in four equal annual installments beginning May 15, 2027.

Kapoor was also granted 17,039 market stock units tied to Morningstar’s cumulative total shareholder return over a three-year performance period ending May 14, 2029. He exercised 2,108 market stock units into common stock and had 3,699 shares withheld at $166.05 per share to satisfy tax obligations, ending with 154,974 common shares held directly.

Insider Trade Summary

2,108 shares exercised/converted

Mixed 6 txns

Insider Kapoor Kunal

Role CEO

Type	Security	Shares	Price	Value
Exercise	Market Stock Units	2,108	$0.00	--
Grant/Award	Market Stock Units	17,039	$0.00	--
Grant/Award	Common Stock (Restricted Stock Units)	1,177	$0.00	--
Grant/Award	Common Stock (Restricted Stock Units)	11,359	$0.00	--
Exercise	Common Stock	2,108	$0.00	--
Tax Withholding	Common Stock	3,699	$166.05	$614K

Holdings After Transaction: Market Stock Units — 2,108 shares (Direct, null); Common Stock (Restricted Stock Units) — 141,507 shares (Direct, null); Common Stock — 154,974 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock. The restricted stock units fully vest on May 15, 2027. Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock. The restricted stock units vest in four equal annual installments beginning May 15, 2027. Represents common stock earned from the vesting of market stock units granted on May 15, 2023. The market stock units earned will be based on the company's cumulative total shareholder return for the three year performance period ending May 14, 2029.

Key Figures

Tax-withheld shares: 3,699 shares at $166.05 Options/units exercised: 2,108 shares RSU grant (cliff vest): 11,359 units +3 more

6 metrics

Tax-withheld shares 3,699 shares at $166.05 Shares withheld to cover tax liability on May 15, 2026

Options/units exercised 2,108 shares Common stock from vesting of market stock units on May 15, 2026

RSU grant (cliff vest) 11,359 units Restricted stock units fully vesting on May 15, 2027

RSU grant (4-year vest) 1,177 units Restricted stock units vesting in four equal annual installments from May 15, 2027

Market stock unit grant 17,039 units Performance-based units tied to TSR through May 14, 2029

Common shares held 154,974 shares Morningstar common stock directly held after transactions

Key Terms

restricted stock unit, market stock units, tax-withholding disposition, cumulative total shareholder return

4 terms

restricted stock unit financial

"Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

market stock units financial

"Represents common stock earned from the vesting of market stock units granted on May 15, 2023."

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

cumulative total shareholder return financial

"The market stock units earned will be based on the company's cumulative total shareholder return for the three year performance period ending May 14, 2029."

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 07:40 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kapoor Kunal

(Last)

(First)

(Middle)

C/O MORNINGSTAR, INC.

22 W WASHINGTON ST

(Street)

CHICAGO

ILLINOIS

60602

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Morningstar, Inc. [ MORN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Restricted Stock Units)⁽¹⁾	05/15/2026		A		1,177	A	$0	141,507	D
Common Stock (Restricted Stock Units)⁽²⁾	05/15/2026		A		11,359	A	$0	152,866	D
Common Stock	05/15/2026		M		2,108	A	$0⁽³⁾	154,974	D
Common Stock	05/15/2026		F		3,699	D	$166.05	151,275	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Market Stock Units	⁽³⁾	05/15/2026		M			2,108	⁽³⁾	05/15/2026	Common Stock	2,108	⁽³⁾	2,108	D
Market Stock Units	⁽⁴⁾	05/15/2026		A		17,039		⁽⁴⁾	05/14/2029	Common Stock	17,039	⁽⁴⁾	17,039	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock. The restricted stock units fully vest on May 15, 2027.

2. Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock. The restricted stock units vest in four equal annual installments beginning May 15, 2027.

3. Represents common stock earned from the vesting of market stock units granted on May 15, 2023.

4. The market stock units earned will be based on the company's cumulative total shareholder return for the three year performance period ending May 14, 2029.

Remarks:

	/s/ Kathleen Peacock, by power of attorney	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Morningstar (MORN) CEO Kunal Kapoor report?

Kunal Kapoor reported stock-based compensation and tax-related transactions. He received restricted and market stock unit awards, exercised 2,108 market stock units into common shares, and had 3,699 shares withheld to cover tax obligations, ending with 154,974 common shares held directly.

How many restricted stock units did Morningstar CEO Kunal Kapoor receive?

Kunal Kapoor received two restricted stock unit grants: 11,359 units that fully vest on May 15, 2027, and 1,177 units that vest in four equal annual installments starting May 15, 2027. Each unit represents a right to receive one share of common stock.

What are the terms of Kunal Kapoor’s Morningstar market stock units?

Kapoor was granted 17,039 market stock units. The number of units ultimately earned depends on Morningstar’s cumulative total shareholder return over a three-year performance period ending May 14, 2029. Each earned unit corresponds to one share of Morningstar common stock.

Did Morningstar CEO Kunal Kapoor sell shares in the open market?

The reported disposition involved 3,699 shares withheld at $166.05 per share to satisfy tax liabilities, not an open-market sale. This tax-withholding mechanism delivers shares to cover obligations when stock awards vest or are exercised, rather than representing discretionary selling.

How many Morningstar shares does Kunal Kapoor hold after these transactions?

After the May 15, 2026 transactions, Kunal Kapoor directly holds 154,974 shares of Morningstar common stock. This figure reflects the exercise of 2,108 market stock units into common shares and the withholding of 3,699 shares to cover associated tax obligations.