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MORN Executive Chairman reports stock sales via Rule 10b5‑1 plan

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

Rhea-AI Filing Summary

Morningstar, Inc. (MORN) reported insider transactions by its Executive Chairman, who is also a Director and 10% Owner. On 11/05/2025 and 11/06/2025, the reporting person executed open‑market sales of common stock pursuant to a Rule 10b5‑1 trading plan adopted on November 15, 2024.

Reported sales included 6,668 shares at a weighted average price of $210.9357, 530 shares at $212.1119, 52 shares at $212.75, and 4,093 shares at $211.6135. Following these transactions, the reporting person beneficially owned 8,675,304 shares directly. Additional indirect holdings were reported as 5,948,127 shares held by grantor retained annuity trusts and 150,000 shares held in trusts for the reporting person’s children.

Prices reflect weighted averages across multiple trades, with the filer undertaking to provide full trade details upon request.

Positive

  • None.

Negative

  • None.
Insider Mansueto Joseph D
Role Executive Chairman
Sold 11,343 shs ($2.40M)
Type Security Shares Price Value
Sale Common Stock 4,093 $211.6135 $866K
Sale Common Stock 6,668 $210.9357 $1.41M
Sale Common Stock 530 $212.1119 $112K
Sale Common Stock 52 $212.75 $11K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,675,304 shares (Direct); Common Stock — 5,948,127 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 15, 2024. The transaction was executed in multiple trades at prices ranging from $210.6700 to $211.6550. 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 $211.7000 to $212.6600. 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 $212.7200 to $212.7800. 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 $211.5500 to $211.7300. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
11/05/2025
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 11/05/2025 S(1) 6,668 D $210.9357(2) 8,679,979 D
Common Stock 11/05/2025 S(1) 530 D $212.1119(3) 8,679,449 D
Common Stock 11/05/2025 S(1) 52 D $212.75(4) 8,679,397 D
Common Stock 11/06/2025 S(1) 4,093 D $211.6135(5) 8,675,304 D
Common Stock 5,948,127 I By Trust(6)
Common Stock 150,000 I By Trust(7)
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 $210.6700 to $211.6550. 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 $211.7000 to $212.6600. 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 $212.7200 to $212.7800. 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 $211.5500 to $211.7300. 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 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.
7. 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 11/07/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did MORN disclose?

The Executive Chairman (also a Director and 10% Owner) reported open‑market sales of common stock on 11/05/2025 and 11/06/2025 under a Rule 10b5‑1 plan.

How many MORN shares were sold and at what prices?

Reported sales were 6,668 shares at $210.9357, 530 shares at $212.1119, 52 shares at $212.75, and 4,093 shares at $211.6135 (weighted averages).

What trading plan governed these transactions?

The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on November 15, 2024.

What are the post‑transaction direct holdings?

Direct beneficial ownership was 8,675,304 shares following the reported transactions.

What indirect MORN holdings were reported?

Indirect holdings included 5,948,127 shares by grantor retained annuity trusts and 150,000 shares by trusts for the reporting person’s children.

Were the prices single trades or averages?

They are weighted average prices; each transaction was executed in multiple trades within stated price ranges, with full details available upon request.

What roles does the reporting person hold at Morningstar (MORN)?

Executive Chairman, Director, and 10% Owner.