Stock award and tax share withholding for Morgan Stanley (MS) legal chief

Rhea-AI Filing Summary

Morgan Stanley Chief Legal/Admin Officer Eric F. Grossman reported equity compensation activity in common stock. He acquired 22,715 shares at $0.0000 per share as a grant tied to the company’s achievement of pre-established return on tangible common equity performance criteria from a January 18, 2023 performance stock unit award. To cover associated tax obligations on this conversion, 11,597 shares were disposed at $176.5900 per share through share withholding. After these transactions, he held 180,428.209 common shares directly.

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^*

GROSSMAN ERIC F

(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 Legal/Admin Officer

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)		22,715	A	$0	192,025.209	D
Common Stock	02/19/2026		F(2)		11,597	D	$176.59	180,428.209	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 did Morgan Stanley (MS) insider Eric F. Grossman report on this Form 4?

Eric F. Grossman reported a stock award and related tax withholding in Morgan Stanley common shares. He received 22,715 shares from a performance-based PSU award and had 11,597 shares withheld to satisfy taxes on the award’s conversion.

How many Morgan Stanley (MS) shares did Eric F. Grossman acquire in the latest filing?

Eric F. Grossman acquired 22,715 Morgan Stanley common shares at no cost as part of an equity award. The shares were earned based on pre-established average return on tangible common equity performance goals from a January 18, 2023 PSU grant.

Why were some Morgan Stanley (MS) shares disposed of in Eric F. Grossman’s Form 4?

11,597 Morgan Stanley shares were disposed solely to satisfy tax obligations from the PSU award conversion. The filing describes this as shares withheld for payment of tax liability, rather than an open-market sale, at a price of $176.5900 per share.

What performance criteria triggered Eric F. Grossman’s Morgan Stanley PSU award shares?

The awarded shares were earned based on Morgan Stanley’s achievement of pre-established average return on tangible common equity targets. These criteria applied to one-half of the target performance stock unit award originally granted to Eric F. Grossman on January 18, 2023.

How many Morgan Stanley (MS) shares does Eric F. Grossman hold after these transactions?

Following the award and tax-withholding disposition, Eric F. Grossman directly holds 180,428.209 Morgan Stanley common shares. This total reflects the net position after receiving 22,715 shares from the PSU award and withholding 11,597 shares for taxes.