Morgan Stanley (MS) Co-President logs stock grant and tax share withholding

Rhea-AI Filing Summary

Morgan Stanley Co-President Andrew M. Saperstein reported mixed equity compensation activity in Morgan Stanley common stock. He acquired 52,777 shares on a grant or award basis at $0.00 per share, earned based on the company’s achievement of pre-established average return on tangible common equity performance criteria tied to a January 18, 2023 performance stock unit award. He then disposed of 26,943 shares at $176.59 per share, with the shares withheld to satisfy taxes upon conversion of that performance stock unit award. Following these transactions, he directly owned 307,976.385 shares of Morgan Stanley common stock.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

SAPERSTEIN ANDREW M

(Last) (First) (Middle)

C/O MORGAN STANLEY

1585 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MORGAN STANLEY [ MS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A(1)		52,777	A	$0	334,919.385	D
Common Stock	02/19/2026		F(2)		26,943	D	$176.59	307,976.385	D

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. Shares earned based on the Company's achievement of pre-established Company average return on tangible common equity performance criteria with respect to one-half of the target performance stock unit award ("PSU Award") granted on January 18, 2023.

2. Shares withheld to satisfy taxes upon the conversion of the PSU Award described in footnote (1).

Remarks:

	/s/ Martin M. Cohen, Attorney-in-Fact	02/20/2026
	** 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.

FAQ

What insider transactions did Morgan Stanley (MS) Co-President Andrew Saperstein report?

Andrew Saperstein reported a mixed Form 4 transaction involving granted shares and shares withheld for taxes. He received 52,777 common shares from a performance stock unit award and had 26,943 shares withheld to cover tax obligations related to that award’s conversion.

How many Morgan Stanley (MS) shares did Andrew Saperstein acquire in this Form 4?

Andrew Saperstein acquired 52,777 shares of Morgan Stanley common stock at $0.00 per share. These shares were earned based on Morgan Stanley’s achievement of pre-established average return on tangible common equity performance criteria under a January 18, 2023 performance stock unit award.

Why were some Morgan Stanley (MS) shares disposed of in Andrew Saperstein’s Form 4?

The Form 4 shows a disposition of 26,943 shares of Morgan Stanley common stock at $176.59 per share. According to the footnote, these shares were withheld to satisfy tax liabilities upon conversion of the previously granted performance stock unit award.

What is the performance stock unit (PSU) award referenced in the Morgan Stanley (MS) Form 4?

The PSU award referenced is a January 18, 2023 grant whose payout depended on Morgan Stanley’s average return on tangible common equity. One-half of the target PSU award converted into 52,777 earned shares based on the company’s achievement of those pre-established performance criteria.

How many Morgan Stanley (MS) shares does Andrew Saperstein hold after these transactions?

After the reported Form 4 transactions, Andrew Saperstein directly holds 307,976.385 shares of Morgan Stanley common stock. This figure reflects the grant of 52,777 shares and the tax-withholding disposition of 26,943 shares tied to the performance stock unit conversion.

Are Andrew Saperstein’s Morgan Stanley (MS) Form 4 transactions open-market buys or sells?

The transactions are not open-market trades. The acquisition represents a grant or award of 52,777 shares from a performance stock unit. The 26,943-share disposition is a tax-withholding transaction where shares were delivered to cover tax liabilities on the award’s conversion.