Morningstar (NASDAQ: MORN) chair Mansueto logs insider stock sales

Rhea-AI Filing Summary

Morningstar, Inc. executive chairman and major shareholder Joseph D. Mansueto reported open-market stock sales under a Rule 10b5-1 trading plan adopted on November 15, 2024. On February 9, 2026, he sold 1,129 common shares at $164.5982 and 524 shares at $165.876. On February 10, 2026, he sold 3,214 shares at $162.8363.

Following these transactions, Mansueto directly owned 8,212,442 Morningstar common shares. He also had indirect ownership of 6,282,935 shares held in grantor retained annuity trusts for his and his children’s benefit, where he serves as trustee, and 150,000 shares in trusts for his children, where his spouse is trustee.

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

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

X

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^*

Mansueto Joseph D

(Last) (First) (Middle)

22 W. WASHINGTON

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		S(1)		1,129	D	$164.5982(2)	8,216,180	D
Common Stock	02/09/2026		S(1)		524	D	$165.876(3)	8,215,656	D
Common Stock	02/10/2026		S(1)		3,214	D	$162.8363(4)	8,212,442	D
Common Stock								6,282,935	I	By Trust(5)
Common Stock								150,000	I	By Trust(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2024.

2. The transaction was executed in multiple trades at prices ranging from $164.4700 to $165.4600. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.

3. The transaction was executed in multiple trades at prices ranging from $165.5100 to $166.5000. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.

4. The transaction was executed in multiple trades at prices ranging from $162.7000 to $163.3700. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.

5. The shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children. The reporting person serves as trustee of the grantor retained annuity trusts.

6. The shares are held in trusts for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trusts.

Remarks:

	/s/ Kathleen Peacock, by power of attorney	02/11/2026
	** 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.

FAQ

What insider transactions did Joseph D. Mansueto report for Morningstar (MORN)?

Joseph D. Mansueto reported three open-market sales of Morningstar common stock. He sold 1,129 shares at $164.5982, 524 shares at $165.876 on February 9, 2026, and 3,214 shares at $162.8363 on February 10, 2026, under a pre-set trading plan.

Were Joseph D. Mansueto’s Morningstar (MORN) stock sales under a Rule 10b5-1 plan?

Yes. The filing states the reported Morningstar stock sales were effected under a Rule 10b5-1 trading plan adopted by Joseph D. Mansueto on November 15, 2024. Such plans pre-schedule trades, helping separate personal trading decisions from material nonpublic information.

How many Morningstar (MORN) shares does Joseph D. Mansueto own directly after these trades?

After the reported transactions, Joseph D. Mansueto directly owned 8,212,442 Morningstar common shares. This figure reflects his direct holdings immediately following the February 9 and February 10, 2026 open-market sales disclosed in the Form 4 filing.

What indirect Morningstar (MORN) share holdings are associated with Joseph D. Mansueto?

The filing lists 6,282,935 Morningstar shares held in grantor retained annuity trusts benefiting Mansueto and his children, where he is trustee. It also lists 150,000 shares in trusts for his children, where his spouse serves as trustee, as indirect ownership positions.

What prices were received in Joseph D. Mansueto’s February 2026 Morningstar (MORN) stock sales?

The reported weighted average sale prices were $164.5982 and $165.876 per share for the February 9, 2026 trades, and $162.8363 per share for the February 10, 2026 trade. Each transaction was executed in multiple trades within disclosed price ranges.

What role does Joseph D. Mansueto hold at Morningstar (MORN)?

Joseph D. Mansueto is identified as a director, executive chairman, and a ten percent owner of Morningstar, Inc. This combination of roles means he is both a senior leader and a significant shareholder, making his transactions subject to Form 4 reporting requirements.