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Morningstar (MORN) executive chair sells 14,500 shares in trading plan

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

Rhea-AI Filing Summary

Morningstar, Inc. Executive Chairman and major shareholder Joseph D. Mansueto reported open-market sales of a total of 14,500 shares of Morningstar common stock on May 14–15, 2026. The trades were executed at weighted average prices ranging from about $165.60 to $171.47 per share.

These sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on November 19, 2025. Following the reported transactions, Mansueto directly holds 8,074,240 Morningstar shares and has additional indirect holdings through trusts totaling 150,000 shares in grantor retained annuity trusts and 6,277,675 shares in trusts for his children.

Positive

  • None.

Negative

  • None.
Insider Mansueto Joseph D
Role Executive Chairman
Sold 14,500 shs ($2.45M)
Type Security Shares Price Value
Sale Common Stock 704 $167.4899 $118K
Sale Common Stock 1,525 $168.6649 $257K
Sale Common Stock 4,237 $169.5902 $719K
Sale Common Stock 584 $170.7436 $100K
Sale Common Stock 200 $171.47 $34K
Sale Common Stock 1,138 $165.6008 $188K
Sale Common Stock 1,236 $166.8096 $206K
Sale Common Stock 794 $167.7387 $133K
Sale Common Stock 3,373 $168.9652 $570K
Sale Common Stock 709 $169.5198 $120K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,080,786 shares (Direct, null); Common Stock — 6,277,675 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 19, 2025. The transaction was executed in multiple trades at prices ranging from $165.2200 to $166.2000. 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 $166.3200 to $167.2400. 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 $167.3700 to $168.3000. 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 $168.4800 to $169.4500. 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 $169.5050 to $169.7350. 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 $167.1700 to $167.9700. 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 $168.1800 to $169.1750. 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 $169.1900 to $170.1750. 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 $170.2550 to $171.1200. 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. 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.
Shares sold 14,500 shares Total net shares sold across May 14–15, 2026
Sale price high $171.47 per share Highest reported weighted average sale price
Sale price low (example) $165.6008 per share Lowest reported weighted average sale price line
Direct holdings after trades 8,074,240 shares Common stock directly owned following reported transactions
Grantor retained annuity trusts 150,000 shares Indirect holdings in grantor retained annuity trusts
Children’s trusts holdings 6,277,675 shares Indirect holdings in trusts for reporting person’s children
Sell transactions count 10 transactions Number of open-market sale line items reported
Net-sell direction 14,500 net shares sold transactionSummary netBuySellShares and netBuySellDirection
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan..."
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.
weighted average sales price financial
"The price reported above reflects the weighted average sales price."
grantor retained annuity trusts financial
"The shares are held in grantor retained annuity trusts for the benefit of the reporting person..."
A grantor retained annuity trust (GRAT) is an estate-planning tool where an owner transfers assets into a trust and receives fixed payments back for a set number of years; any remaining assets after that period pass to designated beneficiaries. For investors it matters because it can move future investment growth to heirs while potentially reducing gift and estate taxes — like putting a rising asset in a timed box that pays you first and gives the remaining upside to others.
indirect ownership financial
"The shares are held in trusts for the benefit of the reporting person's children."
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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).
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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		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 Stock05/14/2026S(1)1,138D$165.6008(2)8,087,602D
Common Stock05/14/2026S(1)1,236D$166.8096(3)8,086,366D
Common Stock05/14/2026S(1)794D$167.7387(4)8,085,572D
Common Stock05/14/2026S(1)3,373D$168.9652(5)8,082,199D
Common Stock05/14/2026S(1)709D$169.5198(6)8,081,490D
Common Stock05/15/2026S(1)704D$167.4899(7)8,080,786D
Common Stock05/15/2026S(1)1,525D$168.6649(8)8,079,261D
Common Stock05/15/2026S(1)4,237D$169.5902(9)8,075,024D
Common Stock05/15/2026S(1)584(10)D$170.74368,074,440D
Common Stock05/15/2026S(1)200D$171.478,074,240D
Common Stock6,277,675IBy Trust(11)
Common Stock150,000IBy Trust(12)
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
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 $165.2200 to $166.2000. 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 $166.3200 to $167.2400. 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.
4. The transaction was executed in multiple trades at prices ranging from $167.3700 to $168.3000. 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 $168.4800 to $169.4500. 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 $169.5050 to $169.7350. 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 $167.1700 to $167.9700. 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 $168.1800 to $169.1750. 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 $169.1900 to $170.1750. 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 $170.2550 to $171.1200. 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.
11. 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.
12. 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 attorney05/15/2026
** 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

How many Morningstar (MORN) shares did Joseph Mansueto sell in this Form 4?

Joseph Mansueto sold a total of 14,500 Morningstar common shares in open-market transactions. These trades occurred over May 14–15, 2026 in multiple blocks, each reported with its own weighted average sale price within a narrow range.

At what prices were the Morningstar (MORN) shares sold by Joseph Mansueto?

The reported sales were executed at weighted average prices between roughly $165.60 and $171.47 per share. Each line item reflects trades within specific price ranges, as detailed in the filing’s footnotes describing the execution bands.

Does this Morningstar (MORN) Form 4 show a pre-planned trading arrangement?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan adopted on November 19, 2025. Such plans are pre-established arrangements that schedule trades in advance, reducing the significance of trade timing as a discretionary decision.

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

After the reported sales, Mansueto directly owns 8,074,240 Morningstar shares. The filing also reports indirect holdings of 150,000 shares in grantor retained annuity trusts and 6,277,675 shares in trusts established for his children.

What indirect Morningstar (MORN) holdings are reported for Joseph Mansueto in trusts?

The filing notes 150,000 shares held in grantor retained annuity trusts benefiting Mansueto and his children, where he is trustee. It also reports 6,277,675 shares in trusts for his children, where his spouse serves as trustee.