Were Joseph Mansueto’s Morningstar (MORN) share sales under a Rule 10b5-1 plan?

Yes. A footnote explains the Morningstar share sales were effected under a Rule 10b5-1 trading plan adopted by Joseph Mansueto on November 15, 2024. Such plans allow pre-scheduled trades, helping insiders diversify or obtain liquidity while managing trading-window and insider information constraints.

Mansueto trims Morningstar (MORN) stake with 14,189-share 10b5-1 sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Morningstar, Inc. Executive Chairman Joseph D. Mansueto, a director and more than 10% owner, reported open-market sales of 14,189 shares of common stock on February 12–13, 2026, executed under a pre-arranged Rule 10b5-1 trading plan.

The weighted average sale prices ranged from $154.3500 to $160.1250 across multiple trades. Following these transactions, Mansueto directly holds 8,198,253 Morningstar shares, with additional indirect holdings of 6,282,935 shares in grantor retained annuity trusts and 150,000 shares in trusts for his children.

Insider Trade Summary

Net Seller: 14,189 shares ($2,206,244)

Net Sell 11 txns

Insider Mansueto Joseph D

Role Executive Chairman

Sold 14,189 shs ($2.21M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,676	$154.7321	$414K
Sale	Common Stock	1,693	$155.7302	$264K
Sale	Common Stock	697	$156.7864	$109K
Sale	Common Stock	1,424	$157.7546	$225K
Sale	Common Stock	613	$158.8409	$97K
Sale	Common Stock	147	$159.7527	$23K
Sale	Common Stock	6,116	$154.6071	$946K
Sale	Common Stock	717	$155.6377	$112K
Sale	Common Stock	106	$156.4558	$17K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,202,827 shares (Direct); Common Stock — 6,282,935 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 15, 2024. The transaction was executed in multiple trades at prices ranging from $154.3500 to $155.2250. 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 $155.3500 to $155.9650. 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 $156.4450 to $156.5650. 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 $154.2000 to $155.0000. 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 $155.3600 to $156.2600. 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. The transaction was executed in multiple trades at prices ranging from $156.4750 to $157.4550. 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 $157.4800 to $158.4775. 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 $158.5500 to $159.4600. 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 $159.6000 to $160.1250. 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 →

02/13/2026 - 05:11 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

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)
02/12/2026

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)
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	02/12/2026		S⁽¹⁾		6,116	D	$154.6071⁽²⁾	8,206,326	D
Common Stock	02/12/2026		S⁽¹⁾		717	D	$155.6377⁽³⁾	8,205,609	D
Common Stock	02/12/2026		S⁽¹⁾		106	D	$156.4558⁽⁴⁾	8,205,503	D
Common Stock	02/13/2026		S⁽¹⁾		2,676	D	$154.7321⁽⁵⁾	8,202,827	D
Common Stock	02/13/2026		S⁽¹⁾		1,693	D	$155.7302⁽⁶⁾	8,201,134	D
Common Stock	02/13/2026		S⁽¹⁾		697	D	$156.7864⁽⁷⁾	8,200,437	D
Common Stock	02/13/2026		S⁽¹⁾		1,424	D	$157.7546⁽⁸⁾	8,199,013	D
Common Stock	02/13/2026		S⁽¹⁾		613	D	$158.8409⁽⁹⁾	8,198,400	D
Common Stock	02/13/2026		S⁽¹⁾		147	D	$159.7527⁽¹⁰⁾	8,198,253	D
Common Stock								6,282,935	I	By Trust⁽¹¹⁾
Common Stock								150,000	I	By 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)
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 15, 2024.

2. The transaction was executed in multiple trades at prices ranging from $154.3500 to $155.2250. 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 $155.3500 to $155.9650. 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 $156.4450 to $156.5650. 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 $154.2000 to $155.0000. 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.

6. The transaction was executed in multiple trades at prices ranging from $155.3600 to $156.2600. 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.

7. The transaction was executed in multiple trades at prices ranging from $156.4750 to $157.4550. 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 $157.4800 to $158.4775. 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 $158.5500 to $159.4600. 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.

10. The transaction was executed in multiple trades at prices ranging from $159.6000 to $160.1250. 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 attorney	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Morningstar (MORN) report in this Form 4?

Morningstar (MORN) reported that Executive Chairman Joseph D. Mansueto sold common stock in open-market transactions. The Form 4 shows multiple sales on February 12–13, 2026, all executed under a pre-arranged Rule 10b5-1 trading plan covering his Morningstar shareholdings.

How many Morningstar (MORN) shares did Joseph Mansueto sell?

Joseph Mansueto sold a total of 14,189 Morningstar common shares. The sales occurred in several separate trades over February 12 and 13, 2026, with individual transactions ranging from 106 shares to 6,116 shares, as detailed across the Form 4 transaction table.

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

The reported Morningstar share sales were executed at weighted average prices between $154.6071 and $159.7527 per share. Footnotes state each line reflects an average for multiple trades, with actual trade prices spanning from $154.3500 up to $160.1250 across all transactions.

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

After the reported sales, Joseph Mansueto directly owns 8,198,253 Morningstar common shares. In addition, 6,282,935 shares are held in grantor retained annuity trusts for him and his children, and 150,000 shares are held in trusts for his children, giving him substantial indirect holdings.

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

The Form 4 reports 6,282,935 Morningstar shares held in grantor retained annuity trusts benefiting Joseph Mansueto and his children, where he serves as trustee. It also lists 150,000 shares in trusts for his children, where his spouse is trustee, both categorized as indirect ownership.