Mansueto Disposes 15,514 MORN Shares Aug 20–22 Under Preplanned 10b5-1 Sales

Rhea-AI Filing Summary

Morningstar, Inc. (MORN) Form 4: Joseph D. Mansueto, Executive Chairman, reported multiple sales of Morningstar common stock executed under a Rule 10b5-1 trading plan adopted November 15, 2024. Between August 20 and August 22, 2025, the filings show a series of dispositions totaling 15,514 shares across multiple trades with weighted-average prices ranging from about $259.37 to $265.90. The filing records the reporting person’s continuing beneficial ownership after these transactions at approximately 9.32 million shares (directly held) and discloses shares held indirectly in trusts of 5,336,106 and 150,000 for the benefit of the reporting person and his children. All sales are identified with code S and described as effected pursuant to the 10b5-1 plan.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-arranged, compliant insider trading
• Detailed pricing ranges and weighted-average prices disclosed for each grouped transaction
• Direct and indirect ownership disclosed, including trust holdings and trustee roles

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider executed planned sales totaling 15,514 shares under a pre-existing 10b5-1 plan; ownership remains multi-million shares.

The Form 4 shows sequential dispositions by Morningstar Executive Chairman Joseph Mansueto over three calendar days, executed under a Rule 10b5-1 selling plan adopted November 15, 2024. The aggregate disclosed volume of 15,514 shares was sold at weighted-average prices reported between approximately $259.37 and $265.90. After these disposals the reporting person’s direct beneficial ownership remains about 9.32 million shares, with additional shares held indirectly in two trusts (5,336,106 and 150,000). For investors, these entries document routine, rule-compliant liquidity activity by a long-standing insider rather than an ad hoc sale event.

Corporate Governance Expert

TL;DR: Sales were conducted under a documented 10b5-1 plan, which supports compliance with insider-trading rules.

The filing explicitly states the sales were effected pursuant to a Rule 10b5-1 trading plan and includes explanatory notes that each reported weighted-average price reflects multiple executions. The 10b5-1 adoption date of November 15, 2024 is disclosed, and a power-of-attorney signature is provided. The disclosure of trust holdings and trustee roles clarifies indirect ownership. From a governance perspective, the filing contains the expected compliance disclosures and trustee information required for transparency.

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)
08/20/2025

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	08/20/2025		S(1)		4,323	D	$259.9137(2)	9,335,908	D
Common Stock	08/20/2025		S(1)		2,446	D	$260.6885(3)	9,333,462	D
Common Stock	08/20/2025		S(1)		455	D	$261.8085(4)	9,333,007	D
Common Stock	08/20/2025		S(1)		26	D	$262.405	9,332,981	D
Common Stock	08/21/2025		S(1)		1,014	D	$261.4228(5)	9,331,967	D
Common Stock	08/22/2025		S(1)		465	D	$260.5815(6)	9,331,502	D
Common Stock	08/22/2025		S(1)		691	D	$261.8074(7)	9,330,811	D
Common Stock	08/22/2025		S(1)		948	D	$262.7693(8)	9,329,863	D
Common Stock	08/22/2025		S(1)		1,596	D	$264.0481(9)	9,328,267	D
Common Stock	08/22/2025		S(1)		2,846	D	$265.0431(10)	9,325,421	D
Common Stock	08/22/2025		S(1)		704	D	$265.6668(11)	9,324,717	D
Common Stock								5,336,106	I	By Trust(12)
Common Stock								150,000	I	By Trust(13)

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 $259.3700 to $260.3500. 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 $260.3700 to $261.3075. 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 $261.3800 to $262.3100. 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 $261.3300 to $261.6200. 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 $259.9850 to $260.9100. 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 $261.3000 to $262.1200. 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 $262.3100 to $263.2800. 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 $263.3200 to $264.3100. 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 $264.3550 to $265.3500. 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 $265.4150 to $265.9000. 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 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.

13. 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	08/22/2025
	** 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.
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FAQ

What did Joseph D. Mansueto report on the Form 4 for MORN?

He reported multiple sales of Morningstar common stock totaling 15,514 shares executed August 20–22, 2025 under a Rule 10b5-1 plan.

Were the sales part of a pre-existing trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2024.

What price range did the reported transactions cover?

Weighted-average prices reported reflect execution ranges approximately from $259.37 up to $265.90 across the various trades.

How many shares does the filing show Mansueto beneficially owned after the reported transactions?

Direct beneficial ownership after the transactions is shown at approximately 9.32 million shares.

Does the Form 4 disclose any indirect holdings?

Yes. The filing discloses shares held indirectly in trusts of 5,336,106 and 150,000 shares for the benefit of the reporting person and his children.