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

Joseph D. Mansueto, Executive Chairman of Morningstar, Inc., reported sales of common stock totaling 14,168 shares on November 3 and 4, 2025, executed under a Rule 10b5-1 trading plan.

Summary

• Joseph D. Mansueto, Executive Chairman, Director, and 10% Owner of Morningstar, Inc. (MORN), reported direct sales of common stock.
• Transactions occurred on November 3, 2025, and November 4, 2025.
• A total of 14,168 shares were sold directly over the two days.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2024.
• Weighted average sales prices ranged from $211.708 to $214.5935 per share.
• Following these transactions, direct beneficial ownership decreased to 8,686,647 shares.
• Indirect beneficial ownership includes 5,948,127 shares held in grantor retained annuity trusts for the benefit of the reporting person and his children, where he serves as trustee.
• An additional 150,000 shares are held indirectly in trusts for the benefit of the reporting person's children, with his spouse as trustee.
• In the third quarter of 2025, 1,100,000 shares of Morningstar common stock were contributed to a grantor retained annuity trust, shifting them from direct to indirect holdings.
• Also in the third quarter of 2025, 487,979 shares were distributed to the reporting person from a grantor retained annuity trust, shifting them from indirect to direct holdings.

Sentiment

Score: 5

Explanation: The filing reports routine insider stock sales executed under a pre-arranged 10b5-1 trading plan, which typically indicates a planned liquidity event rather than a change in sentiment about the company's prospects. The substantial remaining direct and indirect holdings also suggest continued alignment with shareholder interests.

Negatives

• Executive Chairman Joseph D. Mansueto sold a total of 14,168 shares of common stock over two trading days.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction report is specific to the individual's holdings and does not provide broader industry context or trends.

Related Party Transactions

• In Q3 2025, 1,100,000 shares were contributed to a grantor retained annuity trust for the benefit of the reporting person and his children.
• In Q3 2025, 487,979 shares were distributed from a grantor retained annuity trust established for the benefit of the reporting person and his children.
• Indirect holdings of 5,948,127 shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children, with the reporting person serving as trustee.
• Indirect holdings of 150,000 shares are held in trusts for the benefit of the reporting person's children, with the reporting person's spouse serving as trustee.

Stakeholder Impact

• Shareholders: The reported sales, while significant in volume, were executed under a pre-established Rule 10b5-1 trading plan, which generally mitigates concerns about insider sentiment. The Executive Chairman retains substantial direct and indirect ownership, indicating continued vested interest in the company's performance.

Key Dates

Recommendation

The reported transactions are routine sales executed under a pre-established Rule 10b5-1 trading plan, which is a common practice for insiders to manage personal liquidity without implying a negative outlook on the company. The substantial remaining direct and indirect holdings of the Executive Chairman suggest continued alignment with shareholder interests. Therefore, the filing itself does not provide a basis for altering an existing investment thesis.

Keywords

Morningstar, MORN, insider trading, Form 4, stock sale, Joseph Mansueto, 10b5-1 plan, executive chairman