Morningstar Inc
For the period ended Mar 31, 2024. Filed Apr 26, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed Apr 26, 2024
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Item 5. Other Information
Trading Arrangements
During the three months ended March 31, 2024, none of the company’s officers (as defined in Section 16 of the Exchange Act) and directors adopted or terminated contracts, instructions, or written plans for the purchase or sale of the company’s securities except as noted below:
| Name and Title | Date of Adoption of Trading Plan | Scheduled Expiration Date of Trading Plan (1) | Aggregate Number of Securities to Be Purchased or Sold |
|---|---|---|---|
| William LyonsDirector | 3/5/2024 (2) | 11/30/2024 | Sale of up to 4,500 shares of common stock |
| Jason DubinskyChief Financial Officer | 3/15/2024 (2) | 12/31/2024 | Sale of up to 3,400 shares of common stock |
(1) The trading plan may also expire on such earlier date as all transactions under the trading plan are completed.
(2) Intended to satisfy the affirmative defense of Rule 10b5-1(c).
Other 10b5-1 Plan Information
The following table, which we are providing on a voluntary basis, shows the Rule 10b5-1 sales plans entered into by our directors and officers (as defined in Section 16 of the Exchange Act) that were in effect as of April 12, 2024:
| Name and Position | Date of Plan | Plan Termination Date | Plan Duration | Number of Shares to be Sold under the Plan | Timing of Sales under the Plan | Number of Shares Sold under the Plan through April 12, 2024 | Projected Beneficial Ownership (1) |
|---|---|---|---|---|---|---|---|
| Joe Mansueto Executive Chairman | 2/28/2023 | 4/30/2024 | 05/29/2023 to 04/30/2024 | 700,000 | Shares to be sold under the plan if the stock reaches specified prices | 700,000 | 15,804,659 |
| Joe MansuetoExecutive Chairman | 11/17/2023 | 4/30/2025 | 05/01/2024 to 04/30/2025 | 500,000 | Shares to be sold under the plan if the stock reaches specified prices | — | 15,304,659 |
| Steven KaplanDirector | 8/3/2023 | 11/11/2024 | 03/11/2024 to 11/11/2024 | 5,000 | Shares to be sold under the plan at market price | 1,250 | 39,871 |
| Jason Dubinsky Chief Financial Officer | 3/15/2024 | 12/31/2024 | 06/18/2024 to 12/31/2024 | 3,400 | Shares to be sold under the plan if the stock reaches specified prices | — | 17,303 |
| William Lyons Director | 3/5/2024 | 11/30/2024 | 06/04/2024 to 11/30/2024 | 4,500 | Shares to be sold under the plan if the stock reaches specified prices | — | 11,395 |
(1) This column reflects an estimate of the number of shares each identified director and executive officer will beneficially own following the sale of all shares under the Rule 10b5-1 sales plan. This information reflects the beneficial ownership of our common stock on April 12, 2024 and includes shares of our common stock subject to options that were then exercisable or that will have become exercisable by June 11, 2024 and RSUs that will vest by June 11, 2024. The estimates do not reflect any changes to beneficial ownership that may have occurred since April 12, 2024. Each director and executive officer identified in the table may amend or terminate his or her Rule 10b5-1 sales plan and may adopt additional Rule 10b5-1 plans in the future.
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