Morgan Stanley (NYSE: MS) CFO awarded stock units, withholds shares

Rhea-AI Filing Summary

Morgan Stanley Chief Financial Officer Yeshaya Sharon reported two equity transactions in the company’s common stock dated January 16, 2026. First, 36,965.47 shares were acquired at a price of $0, reflecting the conversion of restricted stock units granted in 2026 as part of 2025 year-end compensation, on a one-for-one basis into common stock. Second, 16,159 shares were disposed of at $191.23 per share, representing shares withheld to satisfy taxes due on the conversion of restricted stock units granted on January 18, 2023. After these transactions, Sharon directly owned 151,142.336 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^*

YESHAYA SHARON

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		A(1)		36,965.47	A	$0	167,301.336	D
Common Stock	01/16/2026		F(2)		16,159	D	$191.23	151,142.336	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. Restricted Stock Units granted in 2026 as part of 2025 year-end compensation, which are convertible to shares of Common Stock at a ratio of 1 to 1.

2. Shares withheld to satisfy taxes upon the conversion of Restricted Stock Units granted on January 18, 2023.

Remarks:

	/s/ Martin M. Cohen, Attorney-in-Fact	01/16/2026
	** 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) report for its CFO on January 16, 2026?

On January 16, 2026, Morgan Stanley Chief Financial Officer Yeshaya Sharon reported the acquisition of 36,965.47 shares of common stock at $0 and the disposal of 16,159 shares at $191.23 per share.

Why did the Morgan Stanley (MS) CFO receive 36,965.47 shares at no cost?

The 36,965.47 shares reflect restricted stock units granted in 2026 as part of 2025 year-end compensation, which are convertible into Morgan Stanley common stock at a 1-to-1 ratio.

Why were 16,159 Morgan Stanley (MS) shares withheld in the CFO’s Form 4 filing?

The 16,159 shares disposed of at $191.23 per share were withheld to satisfy tax obligations upon the conversion of restricted stock units that were granted on January 18, 2023.

How many Morgan Stanley (MS) shares does the CFO own after these transactions?

Following the reported transactions, Chief Financial Officer Yeshaya Sharon directly owned 151,142.336 shares of Morgan Stanley common stock.

What do the transaction codes A and F mean in the Morgan Stanley (MS) Form 4?

In this Form 4, code A refers to the acquisition of common stock through the conversion of restricted stock units granted as compensation, and code F refers to the disposal of shares that were withheld to cover taxes due upon a restricted stock unit conversion.

Is the Morgan Stanley (MS) CFO’s ownership reported as direct or indirect in this Form 4?

The Form 4 shows the CFO’s holdings as direct ownership, with 151,142.336 shares of Morgan Stanley common stock held directly after the transactions.