Morningstar (MORN) Executive Chairman disposes 11,881 shares via 10b5-1 plan

Rhea-AI Filing Summary

Joseph D. Mansueto, Executive Chairman and >10% owner of Morningstar, Inc. (MORN), sold a total of 11,881 shares of common stock across transactions dated 08/25/2025 to 08/27/2025 executed under a Rule 10b5-1 trading plan. The reported weighted-average sale prices on the disclosed blocks ranged from $259.54 to $265.475. After these disposals his reported direct beneficial ownership is 9,312,836 shares; indirect holdings include 5,336,106 shares held in grantor retained annuity trusts and 150,000 shares held in trusts for his children, totaling 14,798,942 beneficially owned shares.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan, indicating pre-arranged transactions rather than opportunistic insider sales
• Significant indirect holdings disclosed (5,336,106 and 150,000 shares in trusts), which preserves continued family economic interest and control

Negative

• Reduction in direct beneficial ownership by 11,881 shares over three days, reflected in the reported post-transaction direct holding of 9,312,836 shares

Insights

Financial Analyst

TL;DR: Insider sold 11,881 shares under a pre-established 10b5-1 plan at roughly $259.54–$265.48, leaving ~14.80M total beneficial shares.

The transactions are routine sales executed under a Rule 10b5-1 plan adopted November 15, 2024, indicating pre-planned liquidity rather than ad hoc dispositions. The aggregate sale size (11,881 shares) is small relative to total beneficial ownership of 14.8 million shares, so market-impact and governance implications are limited. Price execution spanned a narrow band, suggesting trades were distributed across several reported fills to achieve the plan's objectives.

Corporate Governance Expert

TL;DR: Sales were made pursuant to a documented 10b5-1 plan; trusts hold significant indirect ownership and reporting discloses trustee roles.

The filing discloses that certain shares are held in grantor retained annuity trusts for Mansueto and his children, with him serving as trustee and his spouse serving as trustee for other trusts. That structure maintains family control while enabling planned sales. The 10b5-1 adoption date is provided, and the filer affirms willingness to provide trade-level details upon request, which supports disclosure 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)
08/25/2025

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	08/25/2025		S(1)		1,528	D	$263.097(2)	9,323,189	D
Common Stock	08/25/2025		S(1)		116	D	$263.84	9,323,073	D
Common Stock	08/26/2025		S(1)		3,432	D	$260.4828(3)	9,319,641	D
Common Stock	08/26/2025		S(1)		100	D	$261.67	9,319,541	D
Common Stock	08/27/2025		S(1)		5,806	D	$260.136(4)	9,313,735	D
Common Stock	08/27/2025		S(1)		48	D	$261.45	9,313,687	D
Common Stock	08/27/2025		S(1)		130	D	$263.071(5)	9,313,557	D
Common Stock	08/27/2025		S(1)		505	D	$264.0099(6)	9,313,052	D
Common Stock	08/27/2025		S(1)		216	D	$265.1167(7)	9,312,836	D
Common Stock								5,336,106	I	By Trust(8)
Common Stock								150,000	I	By Trust(9)

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 $262.8400 to $263.6850. 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 $260.2900 to $261.0450. 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 $259.5400 to $260.5000. 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 $262.5400 to $263.3600. 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 $263.5500 to $264.4400. 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 $264.6400 to $265.4750. 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 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.

9. 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	08/27/2025
	** 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 did Morningstar (MORN) insider Joseph Mansueto sell?

Joseph Mansueto sold 11,881 shares of Morningstar common stock in multiple transactions on 08/25/2025–08/27/2025 executed under a 10b5-1 plan.

At what prices were the MORN shares sold?

The reported weighted-average prices for the disclosed blocks ranged from $259.54 to $265.475 per share.

How many Morningstar shares does Mansueto beneficially own after these transactions?

Following the transactions his reported direct ownership is 9,312,836 shares; plus indirect holdings of 5,336,106 and 150,000 shares in trusts, totaling 14,798,942 beneficial shares.

Were these sales part of a trading plan?

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

Who serves as trustee for the trusts holding Mansueto’s indirect shares?

The filing states Mansueto serves as trustee of the grantor retained annuity trusts and his spouse is trustee of the trusts holding shares for their children.