MORN Form 4: Joseph Mansueto Disposes 18,444 Shares, Retains Large Stake

Rhea-AI Filing Summary

Morningstar, Inc. (MORN) insider Joseph D. Mansueto sold shares under a pre-established Rule 10b5-1 plan between August 12-14, 2025. The Form 4 reports multiple open-market dispositions totaling 18,444 shares at weighted-average prices in the approximate range of $254.31 to $261.03. After these sales Mr. Mansueto is shown as directly owning 9,361,981 shares and indirectly holding 5,336,106 shares through grantor retained annuity trusts plus 150,000 shares held in trusts for his children, for total beneficial ownership disclosed on the form of 14,848,087 shares. The filings state the sales were effected pursuant to a 10b5-1 plan adopted November 15, 2024, and the reporting person undertakes to provide trade-level detail upon request.

Positive

• Sales were executed under a Rule 10b5-1 trading plan, indicating preplanned transactions rather than opportunistic insider selling
• Reporting person retains substantial beneficial ownership: 9,361,981 shares directly and 5,336,106 shares in grantor retained annuity trusts plus 150,000 shares in family trusts
• Filing offers transparency by committing to provide trade-level details on request to the SEC, Morningstar, or shareholders

Negative

• Total reported dispositions of 18,444 shares represent insider selling during the reported period
• Sales executed at prices ranging roughly $254.31–$261.03, which realize liquidity and modestly reduce the reporting person’s direct holdings

Insights

Securities Analyst

TL;DR: Insiders executed modest, preplanned sales under a 10b5-1 plan; overall ownership remains large.

The reported disposals total 18,444 shares executed across several trades on August 12-14, 2025, with weighted-average sale prices reported per trade in the $254–$261 range. These sales were conducted under a Rule 10b5-1 plan adopted November 15, 2024, which indicates preauthorization rather than opportunistic ad-hoc selling. Post-transaction beneficial ownership remains substantial at 14,848,087 shares when direct and trust holdings are combined, so the transactions are unlikely to materially change control or economic alignment. For investors, the data show liquidity actions by a major shareholder but not a significant reduction in stake size.

Corporate Governance Expert

TL;DR: Governance signal is routine—sales were pre-planned and trusts retain substantial holdings.

The Form 4 discloses sales by an Executive Chairman who is also a 10% owner and director, executed under a documented 10b5-1 trading plan. The filing also clarifies that sizeable blocks remain held in grantor retained annuity trusts (reporting person serves as trustee) and in trusts for the reporting person’s children (spouse as trustee). The use of a 10b5-1 plan and continued indirect holdings via trusts are consistent with orderly liquidity and estate planning rather than a change in corporate governance or control. Documentation offers the SEC or shareholders trade-level detail on request, supporting 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)
08/12/2025

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	08/12/2025		S(1)		1,957	D	$254.7942(2)	9,378,468	D
Common Stock	08/12/2025		S(1)		899	D	$255.7846(3)	9,377,569	D
Common Stock	08/12/2025		S(1)		2,496	D	$257.0741(4)	9,375,073	D
Common Stock	08/12/2025		S(1)		1,638	D	$257.7366(5)	9,373,435	D
Common Stock	08/12/2025		S(1)		260	D	$258.5625(6)	9,373,175	D
Common Stock	08/13/2025		S(1)		6,382	D	$257.7801(7)	9,366,793	D
Common Stock	08/13/2025		S(1)		596	D	$258.608(8)	9,366,197	D
Common Stock	08/13/2025		S(1)		188	D	$259.7697(9)	9,366,009	D
Common Stock	08/13/2025		S(1)		84	D	$260.8244(10)	9,365,925	D
Common Stock	08/14/2025		S(1)		3,944	D	$260.2814(11)	9,361,981	D
Common Stock								5,336,106	I	By Trust(12)
Common Stock								150,000	I	By Trust(13)

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 $254.3100 to $255.2741. 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 $255.3318 to $256.2950. 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 $256.3982 to $257.3950. 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 $257.4000 to $258.3600. 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 $258.4000 to $258.9200. 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 $257.3200 to $258.2600. 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 $258.3700 to $259.3600. 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.

9. The transaction was executed in multiple trades at prices ranging from $259.3900 to $260.3450. 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 $260.5750 to $261.0300. 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 $260.0500 to $260.6686. 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 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.

13. 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	08/14/2025
	** 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 do according to the Form 4?

The Form 4 shows Joseph D. Mansueto sold 18,444 shares of Morningstar common stock under a pre-established Rule 10b5-1 plan on August 12–14, 2025.

Were the sales preplanned or ad hoc?

The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted November 15, 2024, indicating preplanned transactions.

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

The Form 4 reports 9,361,981 shares directly and indirect holdings of 5,336,106 shares (grantor retained annuity trusts) plus 150,000 shares in family trusts, totaling 14,848,087 shares.

At what prices were the shares sold?

Reported weighted-average prices per reported trade fall in the approximate range of $254.31 to $261.03; the form includes price ranges for individual trade groups and commits to provide exact trade-level information upon request.

Does this Form 4 indicate a change in control or governance at Morningstar?

No. The filing shows planned sales and continued large direct and indirect holdings by the reporting person; it does not report any change in control.