Morgan Stanley (NYSE: MS) CRO discloses stock awards and tax withholding

Rhea-AI Filing Summary

Morgan Stanley Chief Risk Officer Charles A. Smith reported equity compensation and related tax withholding transactions in company common stock. On January 16, 2026, he acquired 24,589.08 shares of Common Stock at $0 under transaction code A, reflecting the conversion of Restricted Stock Units granted in 2026 as part of 2025 year-end compensation, which convert to common stock on a 1-to-1 basis. After this grant, he held 145,012.04 shares directly.

On the same date, under transaction code F, 17,401 shares of Common Stock at $191.23 were withheld to satisfy taxes upon the conversion of Restricted Stock Units granted on January 18, 2023, leaving him with 127,611.04 directly held shares. In addition, he had 5,494.73 shares held indirectly through a 401(k) plan.

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

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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^*

SMITH CHARLES 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)
	Chief Risk 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)		24,589.08	A	$0	145,012.04	D
Common Stock	01/16/2026		F(2)		17,401	D	$191.23	127,611.04	D
Common Stock								5,494.73	I	By 401(k) Plan

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).
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FAQ

What insider activity did Morgan Stanley (MS) report for Charles A. Smith?

The filing shows that Chief Risk Officer Charles A. Smith received a grant of 24,589.08 shares of Morgan Stanley Common Stock at $0 on January 16, 2026, along with a tax withholding transaction involving 17,401 shares at $191.23.

What does the transaction code A mean in the Morgan Stanley (MS) Form 4?

Transaction code A reflects an acquisition of 24,589.08 shares of Common Stock at $0, tied to Restricted Stock Units granted in 2026 as part of 2025 year-end compensation, which convert to common stock at a 1-to-1 ratio.

Why were 17,401 Morgan Stanley (MS) shares reported under code F?

Code F in the filing indicates that 17,401 shares of Common Stock at $191.23 were withheld to satisfy taxes upon the conversion of Restricted Stock Units granted on January 18, 2023.

How many Morgan Stanley shares does Charles A. Smith hold after these transactions?

After the reported transactions, Charles A. Smith directly beneficially owned 127,611.04 shares of Morgan Stanley Common Stock and indirectly held 5,494.73 shares through a 401(k) plan.

What role does Charles A. Smith hold at Morgan Stanley (MS)?

Charles A. Smith is reported as an officer of Morgan Stanley, serving as the company’s Chief Risk Officer.

Are the reported Morgan Stanley (MS) shares held directly or indirectly?

The Form 4 shows direct ownership of 127,611.04 shares of Common Stock following the transactions, and indirect ownership of 5,494.73 shares held by a 401(k) Plan.