Mitsubishi UFJ cuts Morgan Stanley (NYSE: MS) stake under 10b5-1 plan

Rhea-AI Filing Summary

Mitsubishi UFJ Financial Group Inc., a ten percent owner of Morgan Stanley, reported a disposition of 414,396 shares of Common Stock on 2026-07-30. The shares were transferred to Morgan Stanley at $213.283 per share as a code D “disposition to issuer.”

After this transaction, Mitsubishi UFJ Financial Group Inc. reported holding 376,670,771 Morgan Stanley shares. The sales were to Morgan Stanley, approved in accordance with Rule 16b-3(e), and effected under a Rule 10b5-1(c) sales plan adopted on April 18, 2018, with Rule 10b5-1 status affirmed. Mitsubishi UFJ also has the right to appoint two Morgan Stanley directors and is considered a director by deputization.

Insider Trade Summary 10b5-1

Net Seller: 414,396 shares

Net Sell 1 txn

Insider MITSUBISHI UFJ FINANCIAL GROUP INC

Role 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	414,396	$213.283	$88.38M

Holdings After Transaction: Common Stock — 376,670,771 shares (Direct)

Footnotes (2)

1. F1. By virtue of its right to appoint two directors to the Board of Directors of Morgan Stanley, the Reporting Person is also director of Morgan Stanley by deputization.
2. F2. The sales were to Morgan Stanley, approved by Morgan Stanley in accordance with Rule 16b-3(e) and effected pursuant to a sales plan adopted on April 18, 2018 and designed to comply with Rule 10b5-1(c).

Key Figures

Shares disposed: 414,396.0000 shares Price per share: $213.2830 Shares held after transaction: 376,670,771.0000 shares +3 more

6 metrics

Shares disposed 414,396.0000 shares Common Stock disposition to issuer on 2026-07-30

Price per share $213.2830 Per-share consideration for 414,396-share disposition

Shares held after transaction 376,670,771.0000 shares Direct Morgan Stanley holdings reported post-disposition

Transaction date 2026-07-30 Date of Common Stock disposition to Morgan Stanley

10b5-1 plan adoption date April 18, 2018 Sales plan designed to comply with Rule 10b5-1(c)

Board seats appointable 2 Mitsubishi UFJ’s right to appoint Morgan Stanley directors

Key Terms

Rule 16b-3(e), Rule 10b5-1(c), director by deputization, ten percent owner

4 terms

Rule 16b-3(e) regulatory

"approved by Morgan Stanley in accordance with Rule 16b-3(e)"

Rule 10b5-1(c) regulatory

"designed to comply with Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

director by deputization regulatory

"the Reporting Person is also director of Morgan Stanley by deputization"

ten percent owner financial

"Reporting Person is marked as is_ten_percent_owner"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 06:15 AM Accepted by SEC EDGAR 08/03/2026 - 06:15 AM Learn about SEC filing dates

FAQ

What did Mitsubishi UFJ disclose in its Form 4 related to Morgan Stanley (MS)?

Mitsubishi UFJ Financial Group Inc. disclosed a disposition of 414,396 Morgan Stanley common shares on 2026-07-30. The shares were transferred back to Morgan Stanley as an issuer transaction, rather than sold in the open market, under a pre-established Rule 10b5-1 plan.

How many Morgan Stanley (MS) shares did Mitsubishi UFJ dispose of and at what price?

Mitsubishi UFJ disposed of 414,396 Morgan Stanley common shares at $213.283 per share. The transaction was coded as a disposition to the issuer and was approved under Rule 16b-3(e), reflecting an internal transaction with Morgan Stanley rather than a public-market sale.

What is Mitsubishi UFJ’s remaining Morgan Stanley (MS) stake after this transaction?

Following the reported disposition, Mitsubishi UFJ Financial Group Inc. reported holding 376,670,771 shares of Morgan Stanley common stock. This figure represents its direct ownership after the 414,396-share transfer back to Morgan Stanley on July 30, 2026, under the approved transaction framework.

Were Mitsubishi UFJ’s Morgan Stanley (MS) share dispositions made under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under a sales plan adopted April 18, 2018 and designed to comply with Rule 10b5-1(c). The document-level Rule 10b5-1 checkbox is also affirmed, indicating use of a pre-arranged trading plan.

To whom were the Morgan Stanley (MS) shares from Mitsubishi UFJ transferred?

The 414,396 shares of Morgan Stanley common stock were sold to Morgan Stanley itself. The footnote explains that the sales were to Morgan Stanley, approved in accordance with Rule 16b-3(e), characterizing this as an issuer-related transaction rather than a market trade.

Why is Mitsubishi UFJ considered a director of Morgan Stanley (MS) by deputization?

Mitsubishi UFJ is considered a director by deputization because it has the right to appoint two directors to Morgan Stanley’s Board. The footnote explains that, by virtue of this appointment right, the reporting person is also deemed a director of Morgan Stanley through deputization.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

MITSUBISHI UFJ FINANCIAL GROUP INC

(Last) (First) (Middle)

4-5, MARUNOUCHI 1-CHOME, CHIYODA-KU

(Street)

TOKYO 100-8330

(City) (State) (Zip)

JAPAN

(Country)

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

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

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

2a. Foreign Trading Symbol
[N/A]

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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(1)	07/30/2026		D(2)		414,396	D	$213.283	376,670,771	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. By virtue of its right to appoint two directors to the Board of Directors of Morgan Stanley, the Reporting Person is also director of Morgan Stanley by deputization.

2. The sales were to Morgan Stanley, approved by Morgan Stanley in accordance with Rule 16b-3(e) and effected pursuant to a sales plan adopted on April 18, 2018 and designed to comply with Rule 10b5-1(c).

	/s/ Satoshi Honda	08/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)