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MORN Form 4: Insider sales at $210.64–$217.195 under 10b5‑1 plan

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

Rhea-AI Filing Summary

Morningstar, Inc. (MORN) filed a Form 4 disclosing insider sales by its Executive Chairman, who is also a Director and 10% Owner. The reporting person executed multiple open‑market sales on November 7, 10, and 11, 2025 pursuant to a Rule 10b5‑1 trading plan adopted on November 15, 2024. The reported tranches reflect weighted average prices across ranges including $210.6400–$211.5900 and up to $217.1400–$217.1950.

Following these transactions, the reporting person beneficially owns 8,653,554 shares directly. Indirect holdings include 5,948,127 shares held by grantor retained annuity trusts and 150,000 shares held in trusts for the reporting person’s children, as disclosed.

Positive

  • None.

Negative

  • None.
Insider Mansueto Joseph D
Role Executive Chairman
Sold 21,750 shs ($4.66M)
Type Security Shares Price Value
Sale Common Stock 1,650 $214.775 $354K
Sale Common Stock 3,581 $215.6449 $772K
Sale Common Stock 1,644 $216.451 $356K
Sale Common Stock 375 $217.1917 $81K
Sale Common Stock 5,376 $215.0325 $1.16M
Sale Common Stock 1,874 $215.6077 $404K
Sale Common Stock 2,856 $211.0429 $603K
Sale Common Stock 3,862 $212.1889 $819K
Sale Common Stock 154 $213.318 $33K
Sale Common Stock 340 $214.546 $73K
Sale Common Stock 38 $215.3368 $8K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,659,154 shares (Direct); Common Stock — 5,948,127 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 15, 2024. The transaction was executed in multiple trades at prices ranging from $210.6400 to $211.5900. 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 $211.6500 to $212.6300. 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 $213.0200 to $213.5400. 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 $214.2350 to $215.1400. 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 $215.3200 to $215.3700. 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 $214.4900 to $215.4600. 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 $215.5010 to $215.8400. 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 $214.0850 to $215.0500. 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 $215.0900 to $216.0500. 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 $216.0900 to $217.0050. 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 $217.1400 to $217.1950. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
11/07/2025
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 11/07/2025 S(1) 2,856 D $211.0429(2) 8,672,448 D
Common Stock 11/07/2025 S(1) 3,862 D $212.1889(3) 8,668,586 D
Common Stock 11/07/2025 S(1) 154 D $213.318(4) 8,668,432 D
Common Stock 11/07/2025 S(1) 340 D $214.546(5) 8,668,092 D
Common Stock 11/07/2025 S(1) 38 D $215.3368(6) 8,668,054 D
Common Stock 11/10/2025 S(1) 5,376 D $215.0325(7) 8,662,678 D
Common Stock 11/10/2025 S(1) 1,874 D $215.6077(8) 8,660,804 D
Common Stock 11/11/2025 S(1) 1,650 D $214.775(9) 8,659,154 D
Common Stock 11/11/2025 S(1) 3,581 D $215.6449(10) 8,655,573 D
Common Stock 11/11/2025 S(1) 1,644 D $216.451(11) 8,653,929 D
Common Stock 11/11/2025 S(1) 375 D $217.1917(12) 8,653,554 D
Common Stock 5,948,127 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)
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 $210.6400 to $211.5900. 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 $211.6500 to $212.6300. 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 $213.0200 to $213.5400. 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 $214.2350 to $215.1400. 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 $215.3200 to $215.3700. 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 $214.4900 to $215.4600. 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 $215.5010 to $215.8400. 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 $214.0850 to $215.0500. 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 $215.0900 to $216.0500. 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 $216.0900 to $217.0050. 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 $217.1400 to $217.1950. 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 11/12/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Morningstar (MORN) disclose in this filing?

A Form 4 reporting multiple open‑market sales by the Executive Chairman, who is also a Director and 10% Owner.

When did the MORN insider sales occur?

On November 7, 10, and 11, 2025, in multiple tranches.

Were the Morningstar insider trades under a plan?

Yes. The sales were made under a Rule 10b5‑1 trading plan adopted on November 15, 2024.

What price ranges were reported for the sales?

Weighted average prices across ranges including $210.6400–$211.5900 and up to $217.1400–$217.1950.

How many Morningstar shares does the insider own after the trades?

Direct beneficial ownership is 8,653,554 shares.

What indirect Morningstar holdings were disclosed?

5,948,127 shares in grantor retained annuity trusts and 150,000 shares in trusts for the reporting person’s children.