Were Joseph Mansueto’s Morningstar (MORN) share sales discretionary or pre-planned?

The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan. That plan was adopted on November 19, 2025, meaning the transactions were pre-scheduled under SEC rules rather than timed at Mansueto’s sole discretion on the trade dates.

Morningstar (MORN) chair sells 14,500 shares in 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Morningstar, Inc. executive chairman Joseph Mansueto reported planned stock sales. On May 1 and May 4, 2026, he sold a total of 14,500 shares of Morningstar common stock in open-market transactions under a pre-arranged Rule 10b5-1 trading plan adopted on November 19, 2025.

The sales were executed at weighted average prices around $169–$174 per share. After these transactions, Mansueto continues to hold 8,128,992 Morningstar shares directly, plus additional indirect holdings through grantor retained annuity trusts for himself and his children.

Insider Trade Summary 10b5-1

Net Seller: 14,500 shares ($2,472,217)

Net Sell 11 txns

Insider Mansueto Joseph D

Role Executive Chairman

Sold 14,500 shs ($2.47M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,256	$168.5592	$380K
Sale	Common Stock	1,803	$169.6495	$306K
Sale	Common Stock	2,063	$170.927	$353K
Sale	Common Stock	1,128	$171.5822	$194K
Sale	Common Stock	150	$168.8399	$25K
Sale	Common Stock	1,892	$170.3606	$322K
Sale	Common Stock	4,698	$171.1856	$804K
Sale	Common Stock	406	$172.1835	$70K
Sale	Common Stock	104	$174.2055	$18K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,133,986 shares (Direct, null); Common Stock — 6,277,675 shares (Indirect, By Trust)

Footnotes (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 19, 2025. The transaction was executed in multiple trades at prices ranging from $168.4350 to $169.0000. 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. In the first quarter of 2026, the reporting person contributed 380,000 shares of Morningstar common stock to a grantor retained annuity trust for the benefit of the reporting person and his children which are now reported as indirect holdings. In the first quarter of 2026, 385,260 shares were distributed to the reporting person from a grantor retained annuity trust established for the benefit of the reporting person and his children which were previously included as indirect holdings and are now reported as directly held. The transaction was executed in multiple trades at prices ranging from $169.6200 to $170.6100. 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 $170.6550 to $171.5500. 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 $171.8200 to $172.5100. 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 $174.0850 to $174.9800. 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 $168.2200 to $169.0000. 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 $169.2900 to $170.2400. 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 $170.3700 to $171.2900. 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 $171.4100 to $172.0000. 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.

Key Figures

Shares sold: 14,500 shares Direct holdings after trades: 8,128,992 shares Sale price example: $171.5822/share +3 more

6 metrics

Shares sold 14,500 shares Open-market sales on May 1 and May 4, 2026

Direct holdings after trades 8,128,992 shares Common stock held directly following reported transactions

Sale price example $171.5822/share Weighted average price for a 1,128-share sale on May 4, 2026

Largest single-day block 4,698 shares Open-market sale on May 1, 2026 at $171.1856/share

Trust holding 1 150,000 shares Indirect common stock holding "By Trust" as of May 1, 2026

Trust holding 2 6,277,675 shares Additional indirect common stock holding "By Trust" as of May 1, 2026

Key Terms

Rule 10b5-1 trading plan, grantor retained annuity trust, indirect holdings, weighted average sales price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

grantor retained annuity trust financial

"In the first quarter of 2026, the reporting person contributed 380,000 shares ... to a grantor retained annuity trust..."

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

indirect holdings financial

"380,000 shares of Morningstar common stock ... are now reported as indirect holdings."

weighted average sales price financial

"The price reported above reflects the weighted average sales price."

trustee financial

"The shares are held in grantor retained annuity trusts ... The reporting person serves as trustee..."

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 05:38 PM

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).

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

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		S⁽¹⁾		150	D	$168.8399⁽²⁾	8,143,342⁽³⁾⁽⁴⁾	D
Common Stock	05/01/2026		S⁽¹⁾		1,892	D	$170.3606⁽⁵⁾	8,141,450	D
Common Stock	05/01/2026		S⁽¹⁾		4,698	D	$171.1856⁽⁶⁾	8,136,752	D
Common Stock	05/01/2026		S⁽¹⁾		406	D	$172.1835⁽⁷⁾	8,136,346	D
Common Stock	05/01/2026		S⁽¹⁾		104	D	$174.2055⁽⁸⁾	8,136,242	D
Common Stock	05/04/2026		S⁽¹⁾		2,256	D	$168.5592⁽⁹⁾	8,133,986	D
Common Stock	05/04/2026		S⁽¹⁾		1,803	D	$169.6495⁽¹⁰⁾	8,132,183	D
Common Stock	05/04/2026		S⁽¹⁾		2,063	D	$170.927⁽¹¹⁾	8,130,120	D
Common Stock	05/04/2026		S⁽¹⁾		1,128	D	$171.5822⁽¹²⁾	8,128,992	D
Common Stock								6,277,675	I	By Trust⁽¹³⁾
Common Stock								150,000	I	By Trust⁽¹⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 19, 2025.

2. The transaction was executed in multiple trades at prices ranging from $168.4350 to $169.0000. 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. In the first quarter of 2026, the reporting person contributed 380,000 shares of Morningstar common stock to a grantor retained annuity trust for the benefit of the reporting person and his children which are now reported as indirect holdings.

4. In the first quarter of 2026, 385,260 shares were distributed to the reporting person from a grantor retained annuity trust established for the benefit of the reporting person and his children which were previously included as indirect holdings and are now reported as directly held.

5. The transaction was executed in multiple trades at prices ranging from $169.6200 to $170.6100. 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 $170.6550 to $171.5500. 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 $171.8200 to $172.5100. 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 $174.0850 to $174.9800. 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 $168.2200 to $169.0000. 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 $169.2900 to $170.2400. 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 $170.3700 to $171.2900. 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 transaction was executed in multiple trades at prices ranging from $171.4100 to $172.0000. 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.

13. 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.

14. 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	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Morningstar (MORN) executive chairman Joseph Mansueto report in this Form 4?

Joseph Mansueto reported selling 14,500 shares of Morningstar common stock in open-market transactions. The trades occurred on May 1 and May 4, 2026, under a pre-arranged Rule 10b5-1 trading plan adopted on November 19, 2025.

How many Morningstar (MORN) shares did Joseph Mansueto sell and at what prices?

He sold 14,500 Morningstar common shares in several trades. Reported weighted average sale prices ranged roughly from about $168.56 to $174.21 per share, based on multiple transactions executed in price ranges detailed in the Form 4 footnotes.

How many Morningstar (MORN) shares does Joseph Mansueto hold after these transactions?

After the reported sales, Joseph Mansueto directly holds 8,128,992 Morningstar common shares. He also has additional indirect holdings through grantor retained annuity trusts and other trusts established for the benefit of himself and his children.

What do the Morningstar (MORN) Form 4 footnotes say about Mansueto’s trust holdings?

Footnotes explain that some shares are held in grantor retained annuity trusts benefiting Mansueto and his children, where he serves as trustee, and other shares are in trusts for his children, where his spouse is trustee, and are reported as indirect holdings.

Did Joseph Mansueto shift Morningstar (MORN) shares between direct and indirect holdings?

Yes. Footnotes note that in Q1 2026, he contributed 380,000 shares to a grantor retained annuity trust, now reported as indirect, and received a distribution of 385,260 shares from another such trust, which are now reported as directly held.