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Morningstar (MORN) insider shifts shares between direct and trust holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Morningstar, Inc. reported an insider transaction by a director, 10% owner, and Executive Chairman involving 27,775 shares of common stock on 12/12/2025, coded "G" at a price of $0 per share. After this transaction, the reporting person beneficially owned 8,238,232 shares directly, 6,282,935 shares indirectly through a trust, and 150,000 shares indirectly through another trust.

The notes explain that in the fourth quarter of 2025 the reporting person contributed 1,500,000 Morningstar shares to a grantor retained annuity trust for the benefit of the reporting person and his children, and 1,165,192 shares were distributed to the reporting person from similar trusts, shifting some holdings from indirect to direct. The grantor retained annuity trusts are for the benefit of the reporting person and his children, with the reporting person serving as trustee, while separate trusts for the children are administered by the reporting person’s spouse.

Positive

  • None.

Negative

  • None.
Insider Mansueto Joseph D
Role Executive Chairman
Type Security Shares Price Value
Gift Common Stock 27,775 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,238,232 shares (Direct); Common Stock — 6,282,935 shares (Indirect, By Trust)
Footnotes (1)
  1. In the fourth quarter of 2025, the reporting person contributed 1,500,000 shares of Morningstar common stock to a grantor retained annuity trust for the benefit of the reporting person and his children which are now reported as indirect holdings. In the fourth quarter of 2025, 1,165,192 shares of Morningstar common stock were distributed to the reporting person from grantor retained annuity trusts established for the benefit of the reporting person and his children which were previously included as indirect holdings are now reported as directly held. 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)
12/12/2025
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 12/12/2025 G 27,775 D $0 8,238,232(1)(2) D
Common Stock 6,282,935 I By Trust(3)
Common Stock 150,000 I By Trust(4)
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. In the fourth quarter of 2025, the reporting person contributed 1,500,000 shares of Morningstar common stock to a grantor retained annuity trust for the benefit of the reporting person and his children which are now reported as indirect holdings.
2. In the fourth quarter of 2025, 1,165,192 shares of Morningstar common stock were distributed to the reporting person from grantor retained annuity trusts established for the benefit of the reporting person and his children which were previously included as indirect holdings are now reported as directly held.
3. 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.
4. 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 12/15/2025
** 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 insider transaction did Morningstar (MORN) report in this Form 4?

The filing reports that a Morningstar insider transferred 27,775 shares of Morningstar common stock on 12/12/2025, coded "G" at a price of $0 per share.

How many Morningstar (MORN) shares does the reporting person own after the transaction?

Following the reported transaction, the insider beneficially owns 8,238,232 shares directly, 6,282,935 shares indirectly through a trust, and 150,000 shares indirectly through another trust.

What is the relationship of the reporting person to Morningstar (MORN)?

The reporting person is a Director, a 10% Owner, and an Officer of Morningstar, serving as Executive Chairman.

What trust contribution involving Morningstar stock occurred in Q4 2025?

In the fourth quarter of 2025, the insider contributed 1,500,000 shares of Morningstar common stock to a grantor retained annuity trust for the benefit of the reporting person and his children.

What trust distribution of Morningstar (MORN) shares is described for Q4 2025?

In the fourth quarter of 2025, 1,165,192 shares of Morningstar common stock were distributed to the reporting person from grantor retained annuity trusts, changing those holdings from indirect to direct.

How are the indirect Morningstar (MORN) holdings structured for the reporting person?

Some shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children, with the reporting person as trustee, while additional shares are held in trusts for the children where the reporting person’s spouse is trustee.