STOCK TITAN

Mansueto trims Morningstar (MORN) stake with 9,520-plan share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Morningstar, Inc. Executive Chairman Joseph D. Mansueto reported open-market sales of a total of 9,520 shares of Morningstar common stock on May 21–22, 2026. The sales were made at prices ranging from $171.6700 to $179.8600 per share and were executed under a Rule 10b5-1 trading plan adopted on November 19, 2025.

After these transactions, Mansueto continues to hold more than 8 million Morningstar shares directly and also has indirect holdings through grantor retained annuity trusts and trusts for his children, which hold 150,000 shares and 6,277,675 shares, respectively.

Positive

  • None.

Negative

  • None.

Insights

Mansueto sold 9,520 Morningstar shares under a pre-set 10b5-1 plan while retaining a very large stake.

Executive Chairman and 10% owner Joseph D. Mansueto executed a series of open-market sales totaling 9,520 Morningstar common shares on May 21–22, 2026. Sale prices ranged from $171.6700 to $179.8600 per share, reflecting trading across a price range rather than a single block trade.

The filing notes these transactions were made pursuant to a Rule 10b5-1 trading plan adopted on November 19, 2025, indicating the sales were pre-scheduled rather than opportunistic. After the sales, Mansueto still holds more than 8 million shares directly, plus significant indirect holdings in grantor retained annuity trusts and children’s trusts, so the disposition represents only a small portion of his overall position.

Insider Mansueto Joseph D
Role Executive Chairman
Sold 9,520 shs ($1.65M)
Type Security Shares Price Value
Sale Common Stock 317 $174.0857 $55K
Sale Common Stock 114 $174.9761 $20K
Sale Common Stock 741 $176.3026 $131K
Sale Common Stock 578 $177.0835 $102K
Sale Common Stock 293 $178.3872 $52K
Sale Common Stock 227 $179.5194 $41K
Sale Common Stock 5,081 $172.3272 $876K
Sale Common Stock 1,935 $172.8746 $335K
Sale Common Stock 234 $174.0722 $41K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,045,445 shares (Direct, null); Common Stock — 6,277,675 shares (Indirect, By Trust)
Footnotes (1)
  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 19, 2025. The transaction was executed in multiple trades at prices ranging from $171.6700 to $172.6650. 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. The transaction was executed in multiple trades at prices ranging from $172.6700 to $173.6600. 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. The transaction was executed in multiple trades at prices ranging from $173.7600 to $174.9900. 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. The transaction was executed in multiple trades at prices ranging from $173.4100 to $174.3750. 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. The transaction was executed in multiple trades at prices ranging from $174.6500 to $175.2700. 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. The transaction was executed in multiple trades at prices ranging from $175.8450 to $176.8100. 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. The transaction was executed in multiple trades at prices ranging from $176.8650 to $177.6150. 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. The transaction was executed in multiple trades at prices ranging from $178.0200 to $178.9700. 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. The transaction was executed in multiple trades at prices ranging from $179.1100 to $179.8600. 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. 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. 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.
Shares sold 9,520 shares Total Morningstar common shares sold on May 21–22, 2026
Sale price range $171.6700–$179.8600 per share Price range across reported open-market sales
Direct holdings after sales Over 8,000,000 shares Approximate direct Morningstar holdings remaining after reported transactions
GRAT trust holdings 150,000 shares Grantor retained annuity trusts for Mansueto and his children
Children’s trust holdings 6,277,675 shares Trusts for the reporting person’s children
Sell transactions count 9 transactions Number of open-market sale entries in this Form 4
Trading plan adoption date November 19, 2025 Date the Rule 10b5-1 trading plan was adopted
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
open-market sale financial
"transaction_action": "open-market sale","transaction_code_description": "Sale in open market or private transaction""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
weighted average sales price financial
"The price reported above reflects the weighted average sales price."
grantor retained annuity trusts financial
"The shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children."
A grantor retained annuity trust (GRAT) is an estate-planning tool where an owner transfers assets into a trust and receives fixed payments back for a set number of years; any remaining assets after that period pass to designated beneficiaries. For investors it matters because it can move future investment growth to heirs while potentially reducing gift and estate taxes — like putting a rising asset in a timed box that pays you first and gives the remaining upside to others.
trusts for the benefit of the reporting person's children financial
"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."
SEC Form 4
FORM 4UNITED 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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026S(1)5,081D$172.3272(2)8,047,931D
Common Stock05/21/2026S(1)1,935D$172.8746(3)8,045,996D
Common Stock05/21/2026S(1)234D$174.0722(4)8,045,762D
Common Stock05/22/2026S(1)317D$174.0857(5)8,045,445D
Common Stock05/22/2026S(1)114D$174.9761(6)8,045,331D
Common Stock05/22/2026S(1)741D$176.3026(7)8,044,590D
Common Stock05/22/2026S(1)578D$177.0835(8)8,044,012D
Common Stock05/22/2026S(1)293D$178.3872(9)8,043,719D
Common Stock05/22/2026S(1)227D$179.5194(10)8,043,492D
Common Stock6,277,675IBy Trust(11)
Common Stock150,000IBy Trust(12)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 19, 2025.
2. The transaction was executed in multiple trades at prices ranging from $171.6700 to $172.6650. 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 $172.6700 to $173.6600. 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 $173.7600 to $174.9900. 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 $173.4100 to $174.3750. 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 $174.6500 to $175.2700. 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 $175.8450 to $176.8100. 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 $176.8650 to $177.6150. 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.
9. The transaction was executed in multiple trades at prices ranging from $178.0200 to $178.9700. 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 $179.1100 to $179.8600. 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 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.
12. 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 attorney05/22/2026
** Signature of Reporting PersonDate
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)

FAQ

How many Morningstar (MORN) shares did Joseph Mansueto sell in this Form 4?

Joseph Mansueto sold a total of 9,520 shares of Morningstar common stock. The transactions occurred over two days and were reported as a series of open-market sales at prices between $171.6700 and $179.8600 per share.

At what prices did Mansueto’s Morningstar (MORN) share sales occur?

The reported Morningstar share sales occurred at prices ranging from $171.6700 to $179.8600 per share. Each Form 4 line reflects a weighted average sale price for multiple trades executed within narrower price bands across that overall range.

Was Joseph Mansueto’s sale of Morningstar (MORN) shares pre-planned?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on November 19, 2025. Such plans schedule trades in advance, suggesting the timing reflects pre-arranged instructions rather than day-to-day discretionary decisions.

How many Morningstar (MORN) shares does Mansueto still own after the sale?

After these transactions, Mansueto continues to hold more than 8 million Morningstar shares directly. In addition, grantor retained annuity trusts and children’s trusts associated with him hold 150,000 shares and 6,277,675 shares, respectively, according to the holdings information in the filing.

What indirect Morningstar (MORN) holdings are disclosed for Joseph Mansueto?

The filing discloses 150,000 Morningstar shares held in grantor retained annuity trusts benefiting Mansueto and his children, where he serves as trustee. It also notes 6,277,675 shares held in trusts for his children, where his spouse serves as trustee.