Morningstar Inc
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 28, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2024, the company’s executive officers and directors adopted orterminated contracts, instructions, or written plans for the purchase or sale of the company’s securities as noted below:
| Name and Title | Date of Adoption of Trading Plan (2) | Scheduled Expiration Date of Trading Plan (1) | Aggregate Number of Securities to Be Purchased or Sold |
|---|---|---|---|
| Joe Mansueto Executive Chairman | 11/15/2024 | 4/30/2026 | Sale of up to 400,000 shares of common stock |
| Michael Holt Chief Financial Officer | 12/18/2024 | 12/31/2025 | Sale of up to 648 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) Each plan listed below is 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 December 31, 2024:
| Name and Position | Date of Plan | Plan Termination Date | Plan Duration | Number of Shares to be Sold underthe Plan | Timing of Sales under the Plan | Number of Shares Sold under the Plan through December 31, 2024 | Projected Beneficial Ownership (1) |
|---|---|---|---|---|---|---|---|
| Joe MansuetoExecutive Chairman | 11/17/2023 | 4/30/2025 | 05/01/2024to 04/30/2025 | 500,000 | Shares to be sold under the plan if the stock reaches specified prices | 125,000 | 15,237,534 |
| Steven KaplanDirector | 8/3/2023 | 11/11/2024 | 03/11/2024to 11/11/2024 | 5,000 | Shares to be sold under the plan at market price | 5,000 | 39,871 |
| William LyonsDirector | 3/5/2024 | 11/30/2024 | 6/04/2024 to 11/30/2024 | 4,500 | Shares to be sold under the plan if the stock reaches specified prices | 4,500 | 11,395 |
| Michael Holt Chief Financial Officer | 12/18/2024 | 12/31/2025 | 03/19/2025to 12/31/2025 | Up to 648 | Shares to be sold under the plan if the stock reaches specified prices | — | 4,096 |
During the year ended December 31, 2024, the previously disclosed Rule 10b5-1 plan dated February 28, 2023 for Joe Mansueto and the Rule 10b5-1 plan dated March 15, 2024 for Jason Dubinsky, terminated in accordance with their respective terms.
(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 December 31, 2024 and includes restricted stock units that will vest by March 1, 2025. The estimates do not reflect any changes to beneficial ownership that may have occurred since December 31, 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.