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Morningstar (NASDAQ: MORN) CAO Conan Wiersema granted stock units and covers taxes with shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Morningstar, Inc. CAO & PAO Conan Wiersema reported routine equity compensation and related tax withholding. He received 903 restricted stock units and 451 market stock units on May 15, 2026, plus 13 common shares from vested market stock units. 105 shares were withheld at $166.05 per share for taxes, leaving 3,202 common shares directly owned.

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Negative

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Insider Wiersema Conan
Role CAO & PAO
Type Security Shares Price Value
Exercise Market Stock Units 13 $0.00 --
Grant/Award Market Stock Units 451 $0.00 --
Grant/Award Common Stock (Restricted Stock Units) 903 $0.00 --
Grant/Award Common Stock 13 $0.00 --
Tax Withholding Common Stock 105 $166.05 $17K
Holdings After Transaction: Market Stock Units — 0 shares (Direct, null); Common Stock (Restricted Stock Units) — 3,189 shares (Direct, null); Common Stock — 3,202 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock. The restricted stock units vest in four equal annual installments beginning May 15, 2027. Represents common stock earned from the vesting of market stock units granted on May 15, 2023. The market stock units earned will be based on the company's cumulative total shareholder return for the three year performance period ending May 14, 2029.
Tax-withheld shares 105 shares at $166.05 Shares withheld to cover tax liability on May 15, 2026
RSU grant 903 restricted stock units Equity award granted May 15, 2026
Market stock units grant 451 market stock units Performance-based derivative award expiring May 15, 2029
Shares from MSU vesting 13 common shares Earned from vesting of market stock units granted May 15, 2023
Common shares owned 3,202 shares Direct ownership after transactions on May 15, 2026
Performance period end May 14, 2029 End of three-year TSR period for market stock units
RSU vesting start May 15, 2027 First of four annual vesting dates for RSUs
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
market stock units financial
"Represents common stock earned from the vesting of market stock units granted on May 15, 2023."
cumulative total shareholder return financial
"The market stock units earned will be based on the company's cumulative total shareholder return for the three year performance period ending May 14, 2029."
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Wiersema Conan
(Last)(First)(Middle)
C/O MORNINGSTAR, INC.
22 W. WASHINGTON STREET
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CAO & PAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 Stock (Restricted Stock Units)05/15/2026A903(1)A$03,189D
Common Stock05/15/2026A13(2)A$03,202D
Common Stock05/15/2026F105D$166.053,097D
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
Market Stock Units(2)05/15/2026M13 (2)05/15/2026Common Stock13(2)0D
Market Stock Units(3)05/15/2026A451 (3)05/15/2029Common Stock451$0451D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Morningstar, Inc. common stock. The restricted stock units vest in four equal annual installments beginning May 15, 2027.
2. Represents common stock earned from the vesting of market stock units granted on May 15, 2023.
3. The market stock units earned will be based on the company's cumulative total shareholder return for the three year performance period ending May 14, 2029.
Remarks:
/s/ Kathleen Peacock, by power of attorney05/19/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Morningstar (MORN) CAO Conan Wiersema receive?

Conan Wiersema received 903 restricted stock units, 451 market stock units, and 13 common shares from vested market stock units. These awards are part of his compensation and increase his direct equity exposure to Morningstar, aligning his interests with long-term shareholder returns.

How do Conan Wiersema’s new Morningstar restricted stock units vest?

Each restricted stock unit represents a right to one Morningstar common share and vests in four equal annual installments beginning May 15, 2027. This schedule encourages long-term retention and ties compensation to the company’s sustained performance over several years rather than short-term results.

What are Morningstar market stock units granted to Conan Wiersema?

The market stock units are performance-based awards whose earned amount depends on Morningstar’s cumulative total shareholder return over a three-year period ending May 14, 2029. Earned units convert into common stock, directly linking realized compensation to investor value creation over that timeframe.

Why were some Morningstar shares withheld from Conan Wiersema on May 15, 2026?

105 Morningstar common shares were disposed of as a tax-withholding transaction at a price of $166.05 per share. This covered tax liabilities tied to equity vesting, a non-market sale mechanism that does not reflect an open-market decision to reduce his Morningstar share ownership.

How many Morningstar shares does Conan Wiersema own after these transactions?

Following the May 15, 2026 transactions, Conan Wiersema directly holds 3,202 Morningstar common shares. This figure reflects new share awards, shares issued from vested market stock units, and the small number of shares withheld to satisfy associated tax obligations on the equity compensation.