Morningstar Insider Sales: Executive Chairman's 10b5-1 Plan Disposes 21,082 Shares

Rhea-AI Filing Summary

Joseph D. Mansueto, Executive Chairman, Director and a >10% owner of Morningstar (MORN) reported multiple sales of common stock on 08/07/2025, 08/08/2025 and 08/11/2025 executed pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2024. The Form 4 shows dispositions totaling 21,082 shares sold at weighted-average prices that, across the transactions, ranged approximately from $258.15 to $263.615. After the reported trades the reporting person directly beneficially owns 9,380,425 shares. The filing also discloses indirect trust holdings of 5,336,106 and 150,000 shares and states the filer will provide detailed trade-by-trade information on request.

Positive

• Sales executed under a Rule 10b5-1 trading plan (adopted November 15, 2024), indicating pre-established execution parameters.
• Transparent disclosure of weighted-average prices and willingness to provide trade-level details upon request.
• Large remaining direct ownership: reporting person holds 9,380,425 shares directly after the reported transactions.

Negative

• Reported disposals total 21,082 shares across three trading dates (08/07/2025, 08/08/2025, 08/11/2025).
• Multiple sales over consecutive days are disclosed, which some market participants may note when evaluating insider activity.

Insights

Securities Analyst

TL;DR: Insider sold 21,082 shares under a 10b5-1 plan; direct holdings remain large at 9.38M shares.

The filing documents routine sales by Joseph Mansueto executed under a Rule 10b5-1 plan adopted November 15, 2024. The reported disposals total 21,082 shares across three trading dates with weighted-average prices spanning roughly $258.15–$263.615. Post-transaction direct beneficial ownership is reported as 9,380,425 shares, and substantial indirect trust holdings are disclosed. From a securities-analyst perspective, the disclosure is clear and compliant; the absolute size of the sales is small relative to the multi-million share holdings disclosed, suggesting limited immediate impact on control or capital structure.

Corporate Governance Expert

TL;DR: Transactions were executed under a documented 10b5-1 plan and fully disclosed; governance and compliance signals are intact.

The Form 4 shows that sales were effected pursuant to a pre-established 10b5-1 trading plan, a governance mechanism that reduces concerns about opportunistic timing. The filer commits to furnish detailed trade pricing on request, which supports transparency. The report also identifies the reporting persons roles (Executive Chairman, Director, 10% owner) and trust-held shares, clarifying direct and indirect ownership. Overall, the filing meets disclosure expectations and does not present material governance anomalies based on the reported facts.

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).

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)
08/07/2025

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	08/07/2025		S(1)		3,934	D	$260.6561(2)	9,397,573	D
Common Stock	08/07/2025		S(1)		2,284	D	$261.4025(3)	9,395,289	D
Common Stock	08/07/2025		S(1)		506	D	$262.3458(4)	9,394,783	D
Common Stock	08/07/2025		S(1)		526	D	$263.3741(5)	9,394,257	D
Common Stock	08/08/2025		S(1)		601	D	$259.6949(6)	9,393,656	D
Common Stock	08/08/2025		S(1)		3,104	D	$260.8461(7)	9,390,552	D
Common Stock	08/08/2025		S(1)		1,857	D	$261.7537(8)	9,388,695	D
Common Stock	08/08/2025		S(1)		1,506	D	$262.5156(9)	9,387,189	D
Common Stock	08/11/2025		S(1)		98	D	$258.6063(10)	9,387,091	D
Common Stock	08/11/2025		S(1)		3,509	D	$259.8434(11)	9,383,582	D
Common Stock	08/11/2025		S(1)		2,936	D	$260.7656(12)	9,380,646	D
Common Stock	08/11/2025		S(1)		221	D	$261.6386(13)	9,380,425	D
Common Stock								5,336,106	I	By Trust(14)
Common Stock								150,000	I	By Trust(15)

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 $259.9900 to $260.9850. 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 $260.9900 to $261.9300. 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 $262.0100 to $263.0000. 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 transaction was executed in multiple trades at prices ranging from $263.0700 to $263.6150. 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.

6. The transaction was executed in multiple trades at prices ranging from $259.1100 to $260.0650. 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.

7. The transaction was executed in multiple trades at prices ranging from $260.2450 to $261.1550. 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.

8. The transaction was executed in multiple trades at prices ranging from $261.3000 to $262.2575. 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.

9. The transaction was executed in multiple trades at prices ranging from $262.3000 to $263.1300. 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.

10. The transaction was executed in multiple trades at prices ranging from $258.1500 to $258.9200. 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.

11. The transaction was executed in multiple trades at prices ranging from $259.3100 to $260.3000. 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.

12. The transaction was executed in multiple trades at prices ranging from $260.3100 to $261.3000. 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.

13. The transaction was executed in multiple trades at prices ranging from $261.4900 to $261.7200. 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.

14. 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.

15. 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	08/11/2025
	** 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 did Joseph Mansueto (MORN) report on the Form 4?

The Form 4 reports that Joseph D. Mansueto sold a total of 21,082 shares of Morningstar common stock on 08/07/2025, 08/08/2025 and 08/11/2025 pursuant to a 10b5-1 trading plan.

How many shares does Mansueto beneficially own after these transactions (MORN)?

Following the reported transactions the filing shows 9,380,425 shares directly beneficially owned. The filing also discloses indirect trust holdings of 5,336,106 and 150,000 shares.

At what prices were the MORN shares sold?

The Form 4 reports weighted-average prices by transaction and explanatory ranges; across the trades prices ranged roughly from $258.15 to $263.615.

Were the sales part of an automated plan (MORN)?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2024.

Will more detailed trade information be available?

The reporting person commits to provide, upon request to the SEC staff, Morningstar or a shareholder, full information regarding the number of shares and prices at which the transactions were effected.