Morgan Stanley CFO reports stock award and tax withholding

Morgan Stanley Chief Financial Officer Sharon Yeshaya reported two stock transactions involving the company’s common stock.

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Rhea-AI Filing Summary

Morgan Stanley Chief Financial Officer Sharon Yeshaya reported two stock transactions involving the company’s common stock. On February 19, 2026, she acquired 17,399 shares at $0.00 per share as a grant/award, earned based on the company’s achievement of pre-established average return on tangible common equity performance criteria tied to one-half of a performance stock unit award granted on January 18, 2023.

On the same date, 9,622 shares were disposed of at $176.59 per share to satisfy tax withholding obligations upon conversion of that performance stock unit award, rather than through an open-market sale. After these transactions, Yeshaya directly owned 143,882.2 shares of Morgan Stanley common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider YESHAYA SHARON

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,399	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	9,622	$176.59	$1.70M

Holdings After Transaction: Common Stock — 143,882.2 shares (Direct)

Footnotes (2)

F1. 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.
F2. Shares withheld to satisfy taxes upon the conversion of the PSU Award described in footnote (1).

FAQ

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What did Morgan Stanley (MS) CFO Sharon Yeshaya report in this Form 4?

Morgan Stanley CFO Sharon Yeshaya reported receiving a stock grant and a related tax-withholding share disposition. She was awarded 17,399 common shares and 9,622 shares were withheld to cover taxes upon conversion of a performance stock unit award.

How many Morgan Stanley (MS) shares did Sharon Yeshaya acquire in the award?

Sharon Yeshaya acquired 17,399 Morgan Stanley common shares at $0.00 per share as an equity award. The shares were earned based on pre-established company return-on-tangible-common-equity performance criteria tied to a performance stock unit grant from January 18, 2023.

Why were 9,622 Morgan Stanley (MS) shares disposed of in this filing?

The 9,622 Morgan Stanley shares were disposed of to satisfy tax withholding obligations. These shares were withheld upon conversion of the performance stock unit award, meaning they were used to pay taxes rather than sold in an open-market transaction.

What performance criteria triggered Sharon Yeshaya’s Morgan Stanley stock award?

The award was earned based on Morgan Stanley’s achievement of pre-established average return on tangible common equity criteria. These criteria applied to one-half of a performance stock unit award originally granted on January 18, 2023, and determined how many shares vested to the CFO.

How many Morgan Stanley (MS) shares does Sharon Yeshaya own after these transactions?

After the reported transactions, Sharon Yeshaya directly owned 143,882.2 Morgan Stanley common shares. This figure reflects the net position following both the 17,399-share equity grant and the 9,622-share tax-withholding disposition tied to the performance stock unit conversion.

Were Sharon Yeshaya’s Morgan Stanley (MS) transactions open-market trades?

No, these transactions were not open-market trades. One entry reflects a grant or award of 17,399 shares at no cost, and the other reflects a 9,622-share tax-withholding disposition upon conversion of a performance stock unit award, rather than discretionary buying or selling.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/20/2026 - 04:20 PM EST

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^*

YESHAYA SHARON

(Last)

(First)

(Middle)

C/O MORGAN STANLEY

1585 BROADWAY

(Street)

NEW YORK

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		A⁽¹⁾		17,399	A	$0	153,504.2	D
Common Stock	02/19/2026		F⁽²⁾		9,622	D	$176.59	143,882.2	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR