Morgan Stanley (NYSE: MS) exec awarded shares, withholds stock for taxes

Rhea-AI Filing Summary

Morgan Stanley executive Michael A. Pizzi, Head of Technology & Operations, received a grant of 16,432 shares of common stock on February 19, 2026 at no cash cost, earned under a performance stock unit award tied to the company’s average return on tangible common equity.

On the same date, 7,900 shares were disposed of at $176.59 per share to cover tax withholding triggered by the PSU conversion, leaving him with 136,935.42 directly held shares.

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^*

Pizzi Michael A.

(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)
	Head Technology & Operations

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)		16,432	A	$0	144,835.42	D
Common Stock	02/19/2026		F(2)		7,900	D	$176.59	136,935.42	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).
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FAQ

What insider transactions did Morgan Stanley (MS) report for Michael A. Pizzi?

Morgan Stanley reported that Michael A. Pizzi received 16,432 shares of common stock from a performance stock unit award, and 7,900 shares were withheld the same day to cover tax obligations from that award’s conversion, leaving him with 136,935.42 directly held shares.

Was the Morgan Stanley (MS) insider transaction an open-market stock purchase or sale?

The filing shows no open-market purchase or sale. Shares were acquired through a performance-based stock award and a portion was disposed of solely to satisfy tax withholding obligations upon conversion, rather than through a discretionary market transaction.

How many Morgan Stanley (MS) shares does Michael A. Pizzi hold after this Form 4?

After the reported grant and tax-withholding disposition, Michael A. Pizzi directly holds 136,935.42 shares of Morgan Stanley common stock, according to the filing’s post-transaction ownership figure for his non-derivative holdings.

What performance criteria triggered Michael A. Pizzi’s Morgan Stanley (MS) stock award?

The stock award was earned based on Morgan Stanley’s achievement of pre-established average return on tangible common equity performance criteria tied to one-half of a performance stock unit award originally granted on January 18, 2023.

Why were 7,900 Morgan Stanley (MS) shares disposed of in this insider filing?

The 7,900 shares were withheld to satisfy taxes owed when the performance stock unit award converted into common shares, reflecting a tax-withholding disposition rather than a voluntary sale in the open market.

What role does Michael A. Pizzi hold at Morgan Stanley (MS) in this insider report?

Michael A. Pizzi is identified as an officer of Morgan Stanley, serving as Head of Technology & Operations, and the reported transactions relate to his equity-based compensation in the company’s common stock.