Morgan Stanley CLO receives stock award, shares withheld for tax

Accepted by SEC EDGAR 03/13/2026 - 04:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Morgan Stanley Chief Legal/Admin Officer Eric F. Grossman received a grant of 22,715 shares of common stock on March 12, 2026 at no cost, earned from a performance stock unit award granted on January 18, 2023 based on pre-established return-on-tangible-common-equity criteria.

On the same date, 11,597 shares were withheld at $160.89 per share to cover tax obligations tied to that performance award conversion. After these compensation-related transactions, Grossman directly holds 186,079.952 shares of Morgan Stanley common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GROSSMAN ERIC F

Role Chief Legal/Admin Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	22,715	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	11,597	$160.89	$1.87M

Holdings After Transaction: Common Stock — 186,079.952 shares (Direct)

Footnotes (2)

1. F1. Shares earned based on the Company's achievement of pre-established relative 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. F2. Shares withheld to satisfy taxes upon the conversion of the PSU Award described in footnote (1).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Morgan Stanley (MS) executive Eric Grossman report in this Form 4?

Eric Grossman reported a stock-based compensation event, receiving 22,715 Morgan Stanley common shares from a performance stock unit award and having 11,597 shares withheld for taxes. These are compensation and tax-withholding entries, not open-market stock purchases or sales.

How many Morgan Stanley (MS) shares did Eric Grossman receive as a performance award?

Eric Grossman received 22,715 shares of Morgan Stanley common stock at no cost. The shares were earned under a performance stock unit award granted on January 18, 2023, tied to relative return on tangible common equity performance criteria set by the company.

Why were 11,597 Morgan Stanley (MS) shares disposed of in Eric Grossman’s Form 4?

The 11,597 Morgan Stanley shares were withheld to satisfy tax obligations when the performance stock unit award converted into common stock. This is a tax-withholding disposition, not an open-market sale, and is a common mechanism for covering income tax on equity compensation.

What is Eric Grossman’s Morgan Stanley (MS) share ownership after these transactions?

Following the March 12, 2026 transactions, Eric Grossman directly owns 186,079.952 shares of Morgan Stanley common stock. This total reflects the net effect of receiving 22,715 shares from the performance award and 11,597 shares withheld to cover associated tax liabilities.

What performance metrics determined Eric Grossman’s Morgan Stanley (MS) stock award?

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

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

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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).

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)
03/12/2026

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	03/12/2026		A(1)		22,715	A	$0	197,676.952	D
Common Stock	03/12/2026		F(2)		11,597	D	$160.89	186,079.952	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 relative 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	03/13/2026
	** 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.
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