Form 4: Morningstar Executive Chairman Sells Shares Under 10b5-1 Plan

Joseph D. Mansueto, Executive Chairman of Morningstar, Inc., sold 15,560 shares of common stock in August 2025 through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Joseph D. Mansueto, who serves as Director, 10% Owner, and Executive Chairman of Morningstar, Inc. (MORN), reported sales of common stock.
• A total of 15,560 shares of Morningstar common stock were disposed of across multiple transactions between August 20, 2025, and August 22, 2025.
• The sales were executed at weighted average prices ranging from $259.9137 to $265.6668 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Mansueto on November 15, 2024.
• Following these reported transactions, Mr. Mansueto directly beneficially owns 9,324,717 shares of common stock.
• Additionally, Mr. Mansueto indirectly beneficially owns 5,336,106 shares through grantor retained annuity trusts and 150,000 shares through trusts for the benefit of his children, totaling 14,810,823 indirect shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, these sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which is designed to allow insiders to sell shares without being accused of trading on material non-public information. This typically indicates a planned financial management decision rather than a signal about the company's immediate prospects.

Negatives

• Insider selling, even when pre-planned, can sometimes be perceived by the market as a lack of confidence, though the 10b5-1 plan mitigates this interpretation.

Future Outlook

NA

Management Comments

• 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.

Industry Context

This filing reports an insider transaction and does not provide information directly related to broader industry trends or competitors. It reflects an individual's pre-planned stock divestment.

Related Party Transactions

• Indirect beneficial ownership includes shares held in grantor retained annuity trusts for the benefit of the reporting person and his children, where the reporting person serves as trustee.
• Additional indirect beneficial ownership includes shares held in trusts for the benefit of the reporting person's children, where the reporting person's spouse is trustee.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are pre-planned sales by an insider, not necessarily indicative of a change in company fundamentals or future performance.
• Employees, Customers, Suppliers, Creditors: No direct impact from this insider transaction report.

Key Dates

Recommendation

The reported sales by Executive Chairman Joseph D. Mansueto were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a scheduled divestment rather than a reaction to new material information. Such planned sales typically have a neutral impact on investment sentiment, suggesting a 'hold' recommendation for existing positions unless other fundamental factors change. There is no new information in this filing that would warrant a change in investment thesis.

Keywords

Morningstar, MORN, Insider Selling, Form 4, Joseph D. Mansueto, Stock Sale, 10b5-1 Plan, Executive Chairman, Beneficial Ownership