Form 4: Morningstar CEO's Equity Transactions & New Performance Grant

Morningstar CEO Kunal Kapoor reported the vesting of market stock units, a related tax withholding sale, and a new grant of performance-based equity, alongside a correction to previously reported beneficial ownership.

Summary

• Kunal Kapoor, CEO and Director of Morningstar, Inc., reported transactions on November 15, 2025.
• Acquired 1,861 shares of Morningstar Common Stock at $0 per share from the vesting of a market stock unit grant, originally granted on November 15, 2022.
• Disposed of 826 shares of Common Stock at $211.95 per share to cover tax withholding obligations related to the vesting.
• Beneficial ownership of Common Stock following these transactions is 140,330 shares.
• Received a new grant of 10,810 Market Stock Units on November 15, 2025, which will vest on November 14, 2028, based on the company's cumulative total shareholder return over the three-year performance period.
• Corrected a prior administrative error by including 1,237 restricted stock units, vesting on May 15, 2026, in the reported beneficial ownership.

Sentiment

Score: 6

Explanation: Slightly positive due to the new performance-based equity grant aligning management incentives with shareholder returns, and the correction of a prior administrative error, indicating improved reporting accuracy. The tax-related sale is a routine event.

Positives

• A new grant of 10,810 performance-based Market Stock Units aligns the CEO's incentives with long-term shareholder returns.
• The inclusion of 1,237 restricted stock units in beneficial ownership corrects a prior administrative error, providing a more accurate picture of holdings.

Negatives

• Disposition of 826 shares of common stock for tax withholding purposes, which is a routine event associated with equity vesting.

Risks

• The value of the newly granted 10,810 Market Stock Units is contingent on Morningstar's cumulative total shareholder return over a three-year performance period ending November 14, 2028, introducing performance-based risk for the executive's compensation.

Future Outlook

The CEO's compensation structure includes future equity awards tied to the company's cumulative total shareholder return, with 10,810 Market Stock Units vesting on November 14, 2028, based on performance over the preceding three years. Additionally, 1,237 restricted stock units are scheduled to vest on May 15, 2026.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, including equity vesting and new performance-based grants. Such compensation structures are common across the financial services and data analytics industry to align executive incentives with long-term shareholder value.

Stakeholder Impact

• Shareholders: The new performance-based equity grant aligns the CEO's long-term interests with shareholder value creation, as the vesting of 10,810 Market Stock Units is contingent on cumulative total shareholder return.
• Employees: No direct impact on general employees, but reflects the company's executive compensation strategy.

Next Steps

• Monitoring of Morningstar's cumulative total shareholder return for the performance period ending November 14, 2028, to determine the final value of the 10,810 Market Stock Units.
• Vesting of 1,237 restricted stock units on May 15, 2026.

Key Dates

Keywords

Morningstar, MORN, Kunal Kapoor, SEC Form 4, Insider Transaction, Equity Compensation, Market Stock Units, Restricted Stock Units, CEO, Stock Vesting