MORN Form 4: Michael Holt RSU Tax Withholding Reduces Shares by 49

Rhea-AI Filing Summary

Morningstar, Inc. (MORN) reporting person Michael Holt, identified as Chief Financial Officer and director, disposed of 49 shares of Morningstar common stock on 09/01/2025 at a reported price of $262.42 per share. The filing states the 49 shares were withheld to cover taxes upon the vesting of a restricted stock unit grant originally made on March 1, 2024. After this transaction Holt beneficially owned 5,502 shares in a direct capacity. The Form 4 was signed by Kathleen Peacock by power of attorney on 09/02/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale on RSU vesting; compliance action with no material change to insider ownership.

The reported disposal of 49 shares reflects withholding to satisfy tax obligations from an RSU vesting event, not a discretionary open-market sale. The transaction reduces gross shares delivered to the insider but leaves a remaining direct beneficial stake of 5,502 shares, indicating continued alignment with shareholders. This is a routine administrative transaction and does not signal a change in corporate governance or insider confidence.

Securities Analyst

TL;DR: Small-volume transaction for tax purposes; immaterial to market supply or valuation.

The 49-share disposal at $262.42 is immaterial in size relative to typical public float and does not represent a liquidity event. Because the filing explicitly states the shares were withheld upon RSU vesting dated March 1, 2024, this is a non-discretionary, compliance-driven transaction. Investors should view this as administrative and not indicative of a change in insider sentiment.

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

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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).

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^*

Holt Michael

(Last) (First) (Middle)

22 WEST WASHINGTON STREET

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F		49(1)	D	$262.42	5,502	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld for taxes upon the vesting of the restricted stock unit grant made on March 1, 2024.

Remarks:

	/s/Kathleen Peacock, by power of attorney	09/02/2025
	** 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 transaction did Michael Holt report on the Form 4 for MORN?

He reported the disposal of 49 shares of Morningstar common stock on 09/01/2025 at $262.42 per share.

Why were the 49 shares disposed according to the filing?

The filing states the 49 shares were withheld for taxes upon the vesting of a restricted stock unit grant made on March 1, 2024.

How many Morningstar shares does Michael Holt beneficially own after the transaction?

The Form 4 reports he beneficially owns 5,502 shares following the reported transaction.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Kathleen Peacock, by power of attorney, on 09/02/2025.

What is Michael Holt's role at Morningstar as listed on the Form 4?

He is listed as a Director and as an Officer with the title Chief Financial Officer.