Morgan Stanley (NYSE: MS) holder MUFG extends standstill and rights to 2028

Rhea-AI Filing Summary

Mitsubishi UFJ Financial Group (MUFG) reports a 23.95% beneficial stake in Morgan Stanley, or 380,307,520 common shares as of March 31, 2026. This total includes 3,222,353 shares held by affiliates in a fiduciary capacity, for which MUFG disclaims beneficial ownership.

MUFG and Morgan Stanley also signed an Eighth Amendment to their Investor Agreement on April 13, 2026, extending standstill provisions and MUFG’s preemptive rights from April 13, 2026 to October 13, 2028, unless MUFG’s Economic Interest Percentage falls below 10% earlier.

Insights

Equity ownership and governance analyst

MUFG maintains a near-24% stake in Morgan Stanley and extends standstill and preemptive rights to 2028.

MUFG reports beneficial ownership of 380,307,520 Morgan Stanley common shares, representing 23.95% of outstanding stock based on 1,587,860,206 shares as of January 31, 2026. This includes 3,222,353 Managed Shares held by affiliates in a fiduciary capacity, for which MUFG expressly disclaims beneficial ownership.

The Eighth Amendment to the Investor Agreement extends standstill provisions and preemptive rights from April 13, 2026 to October 13, 2028, or earlier if MUFG’s Economic Interest Percentage drops below 10%. This keeps a large strategic holder subject to agreed ownership and transaction limits while preserving its right to maintain proportional ownership in future issuances.

Key Figures

Beneficial ownership stake: 23.95% of common stock Shares beneficially owned: 380,307,520 shares Directly held shares: 377,085,167 shares +4 more

7 metrics

Beneficial ownership stake 23.95% of common stock MUFG percentage of Morgan Stanley common shares as of March 31, 2026

Shares beneficially owned 380,307,520 shares Total Morgan Stanley shares MUFG may be deemed to beneficially own

Directly held shares 377,085,167 shares Morgan Stanley common shares held directly by MUFG as of March 31, 2026

Managed Shares 3,222,353 shares Shares held by MUFG affiliates in a fiduciary capacity; MUFG disclaims beneficial ownership

Shares outstanding baseline 1,587,860,206 shares Morgan Stanley common shares outstanding as of January 31, 2026 per Form 10-K

Standstill/preemptive rights end date October 13, 2028 New termination/expiration date under the Eighth Amendment to Investor Agreement

Economic Interest threshold 10% Level below which standstill provisions terminate earlier than October 13, 2028

Key Terms

standstill provisions, preemptive rights, Economic Interest Percentage, beneficial ownership, +2 more

6 terms

standstill provisions financial

"The Eighth Amendment to Investor Agreement extended this period so that the standstill provisions will terminate..."

Standstill provisions are contract rules that pause or limit certain actions by shareholders, potential buyers or lenders — for example, stopping someone from increasing a stake, launching a takeover, or enforcing loan remedies for a set period. For investors, they matter because they can protect a company from sudden control moves or give breathing room to negotiate deals, but they can also lock in the current ownership mix or delay recovery on troubled loans, affecting value and exit options.

preemptive rights financial

"The Amended Investor Agreement provided that the expiration date of the preemptive rights was April 13, 2026."

Economic Interest Percentage financial

"upon the earlier of October 13, 2028 or (b) the date on which MUFG's Economic Interest Percentage is less than 10%."

beneficial ownership financial

"MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

fiduciary capacity financial

"held in the aggregate 3,222,353 shares of Common Stock solely in a fiduciary capacity as the trustee of trust accounts..."

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)

MORGAN STANLEY

(Name of Issuer)

Common Stock, par value $0.01 per Share

(Title of Class of Securities)

617446448

(CUSIP Number)

Satoshi Honda
Mitsubishi UFJ Financial Group, Inc., 4-5, Marunouchi 1-chome
Chiyoda-ku, Tokyo, M0, 100-8330
81-3-3240-8111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 617446448

1

Name of reporting person

MITSUBISHI UFJ FINANCIAL GROUP, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23.95
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23.95
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

380,307,520.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.95 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows (7), (9), (11) and (13): Includes 3,222,353 shares of common stock of Morgan Stanley that certain affiliates of the reporting person held solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts as of March 31, 2026. Such shares represent approximately 0.20% of the 23.95% reported in row 13 above. The reporting person disclaims beneficial ownership of such shares, and the inclusion of such shares in this statement shall not be construed as an admission that the reporting person is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per Share
(b)	Name of Issuer: MORGAN STANLEY
(c)	Address of Issuer's Principal Executive Offices: 1585 Broadway, New York, NEW YORK , 10036.
Item 1 Comment: This statement (this "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D, filed on October 23, 2008, as amended by the first amendment thereto, filed on October 30, 2008, the second amendment thereto, filed on May 22, 2009, the third amendment thereto, filed on June 11, 2009, the fourth amendment thereto, filed on April 1, 2010, the fifth amendment thereto, filed on May 3, 2010, the sixth amendment thereto, filed on November 9, 2010, the seventh amendment thereto, filed on April 25, 2011, the eighth amendment thereto, filed on July 1, 2011, the ninth amendment thereto, filed on October 4, 2013, the tenth amendment thereto, filed on April 7, 2016, the eleventh amendment thereto, filed on November 28, 2017, the twelfth amendment thereto, filed on March 5, 2018, the thirteenth amendment filed on April 18, 2018, the fourteenth amendment filed on October 4, 2018, the fifteenth amendment filed on September 20, 2019, the sixteenth amendment filed on October 28, 2020, the seventeenth amendment filed on December 11, 2020, the eighteenth amendment filed on April 13, 2021, the nineteenth amendment filed on August 8, 2022, the twentieth amendment filed on October 16, 2023, and the twenty-first amendment filed on November 4, 2025 (the "Schedule 13D"), by Mitsubishi UFJ Financial Group, Inc. ("MUFG"), a joint stock company incorporated in Japan, with respect to shares of common stock (the "Common Stock") of Morgan Stanley, a Delaware corporation (the "Company"). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
Item 2.	Identity and Background
(b)	Item 2(b) is restated as follows: The address of the principal business and principal office of MUFG is 4-5 Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8330, Japan.
(c)	Item 2(c) is amended and restated as follows: MUFG is a bank holding company and joint stock company (kabushiki kaisha), and is one of the world's leading financial groups. MUFG's services include commercial banking, trust banking, securities, credit cards, consumer finance, asset management and leasing. The name, business address, present principal occupation or employment, name and principal business and address of any corporation or other organization in which such employment is conducted of each of the directors and executive officers of MUFG are set forth on Annex A hereto.
(d)	Item 2(d) is restated as follows: During the last five years, neither MUFG nor any of its directors nor executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Item 2(e) is restated as follows: During the last five years, neither MUFG nor any of its directors nor executive officers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Item 2(f) is amended and restated as follows: MUFG is incorporated in Japan under the Commercial Code of Japan. The citizenships of each of the directors and executive officers of MUFG are set forth on Annex A hereto.
Item 3.	Source and Amount of Funds or Other Consideration
	The last paragraph of Item 3 of the Schedule 13D is amended and restated as follows: In addition to the 377,085,167 shares of Common Stock held by MUFG directly, as of March 31, 2026, certain affiliates of MUFG held in the aggregate 3,222,353 shares of Common Stock (the "Managed Shares") solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts. MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment shall not be construed as an admission that MUFG is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.
Item 4.	Purpose of Transaction
	On April 13, 2026, MUFG and the Company entered into the Eighth Amendment to the Investor Agreement (the "Eighth Amendment to Investor Agreement") to amend the standstill and preemptive right provisions in the Amended Investor Agreement previously disclosed in the Schedule 13D. The Amended Investor Agreement provided that the standstill provisions will terminate, unless extended, upon the earlier of (a) April 13, 2026 or (b) the date on which MUFG's Economic Interest Percentage is less than 10%. The Eighth Amendment to Investor Agreement extended this period so that the standstill provisions will terminate, unless extended, upon the earlier of October 13, 2028 or (b) the date on which MUFG's Economic Interest Percentage is less than 10%. The Amended Investor Agreement provided that the expiration date of the preemptive rights was April 13, 2026. The Eighth Amendment to Investor Agreement extended this expiration date to October 13, 2028. The Eighth Amendment to Investor Agreement is filed as Exhibit 99.30 to this Amendment and is hereby incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is amended and restated as follows: Rows (7) through (11) and (13) of the cover pages to this Amendment are hereby incorporated by reference. For purposes of calculating the percentages set forth on the cover pages of this Amendment, the number of shares outstanding is assumed to be 1,587,860,206 (which is the number of shares of Common Stock outstanding as of January 31, 2026, as reported by the Company in their Form 10-K for the year ended December 31, 2025 filed on February 19, 2026). As of March 31, 2026, MUFG beneficially owns 377,085,167 shares of Common Stock. In addition, MUFG may be deemed to be the beneficial owner of the Managed Shares. MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment shall not be construed as an admission that MUFG is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares. The shares of Common Stock beneficially owned by MUFG (if MUFG is deemed to have beneficial ownership over the Managed Shares) represent approximately 23.95% of the outstanding shares of Common Stock.
(b)	Item 5(b) is restated as follows: Subject to the right of clients to withdraw their assets, including the Managed Shares managed by MUFG's affiliates, MUFG has the sole power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by it as indicated in rows (7) through (11) and (13) of the cover pages to this Amendment.
(c)	Item 5(c) is resated as follows: Neither MUFG nor, to its knowledge, any of its directors or executive officers has engaged in any transactions in shares of Common Stock in the past 60 days except transactions in a fiduciary capacity as described under Item 3.
(d)	Item 5(d) is restated as follows: No other person is known by MUFG to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company's securities beneficially owned by MUFG, except that, if MUFG is deemed to have beneficial ownership of the Managed Shares, dividends and the proceeds from the sale of Managed Shares will be the property of the customers for whom such Managed Shares are managed.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is amended and restated as follows: Exhibit Description 99.1. Securities Purchase Agreement, dated September 29, 2008, First Amendment to the Securities Purchase Agreement, dated as of October 3, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, Second Amendment to the Securities Purchase Agreement, dated as of October 8, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, and Third Amendment to the Securities Purchase Agreement, dated as of October 13, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed on October 17, 2008).* 99.2. Amended Certificate of Designations of Preferences and Rights of the Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K, filed on October 17, 2008).* 99.3. Certificate of Designations of Preferences and Rights of the Series C Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company's Form 8-K, filed on October 17, 2008).* 99.4. English translation of Loan Agreement (and Rider thereto), dated October 14, 2008 between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.* 99.5. Investor Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed on October 17, 2008).* 99.6. Registration Rights Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K, filed on October 17, 2008).* 99.7. First Amendment to Investor Agreement, dated as of October 27, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.* 99.8. Letter Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.* 99.9. Series C Preferred Stock Repurchase Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.* 99.10. Letter Agreement, dated as of May 13, 2008, by and among Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. Incorporated.* 99.11. Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.* 99.12. Amendment to Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.* 99.13. English translation of Loan Agreement, dated June 11, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.* 99.14. Integration and Investment Agreement, dated as of March 30, 2010, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.* 99.15. Transaction Agreement, dated April 21, 2011, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed on April 22, 2011).* 99.16. Amended and Restated Investor Agreement, dated June 30, 2011, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed on June 30, 2011).* 99.17. Additional Commitments made by Mitsubishi UFJ Financial Group, Inc. to the Board of Governors of the Federal Reserve System, dated April 21, 2011.* 99.18. Third Amendment to Investor Agreement, dated October 3, 2013, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.* 99.19. Fourth Amendment to Investor Agreement, dated April 6, 2016, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.* 99.20. Sales Plan, dated April 18, 2018, between Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. LLC.* 99.21. Fifth Amendment to Investor Agreement dated October 4, 2018, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.* 99.22. List of transactions disclosed in Item 5(c) of Amendment No. 15.* 99.23. List of transactions disclosed in Item 6 of Amendment No. 15.* 99.24. List of transactions disclosed in Item 6 of Amendment No. 15.* 99.25. List of transactions disclosed in Item 6 of Amendment No. 15.* 99.26. List of transactions disclosed in Item 5(c) of Amendment No. 16.* 99.27. List of transactions disclosed in Item 5(c) of Amendment No. 16.* 99.28. Sixth Amendment to Investor Agreement dated April 13, 2021, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.* 99.29. Seventh Amendment to Investor Agreement dated October 13, 2023, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.* 99.30. Eighth Amendment to Investor Agreement dated April 13, 2026, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.** *Previously filed **Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MITSUBISHI UFJ FINANCIAL GROUP, INC.

Signature:	/s/ Satoshi Honda
Name/Title:	Satoshi Honda, Managing Director
Date:	04/13/2026

FAQ

What percentage of Morgan Stanley (MS) does MUFG currently report owning?

MUFG reports beneficial ownership of 380,307,520 Morgan Stanley common shares, representing about 23.95% of the outstanding stock. This percentage is based on 1,587,860,206 shares outstanding as of January 31, 2026, as disclosed in Morgan Stanley’s Form 10-K.

How many Morgan Stanley shares does MUFG hold directly and through affiliates?

As of March 31, 2026, MUFG directly holds 377,085,167 Morgan Stanley shares. Affiliates also hold 3,222,353 additional shares in a fiduciary capacity as trustee or asset manager; MUFG includes these as Managed Shares but disclaims beneficial ownership of them.

What did the Eighth Amendment to the Investor Agreement between MUFG and Morgan Stanley change?

The Eighth Amendment extended both the standstill provisions and MUFG’s preemptive rights. Their termination dates moved from April 13, 2026 to October 13, 2028, unless MUFG’s Economic Interest Percentage falls below 10% before that new date.

When do MUFG’s standstill restrictions with Morgan Stanley now expire?

MUFG’s standstill provisions now terminate on the earlier of October 13, 2028 or the date its Economic Interest Percentage in Morgan Stanley falls below 10%. This replaces the prior April 13, 2026 termination date specified in the amended Investor Agreement.

What are the Managed Shares MUFG references in its Morgan Stanley holding?

Managed Shares are 3,222,353 Morgan Stanley shares held by MUFG affiliates solely in a fiduciary capacity for clients. MUFG states these are held as trustee or asset manager, and it formally disclaims beneficial ownership for Sections 13(d) and 13(g) purposes.

Has MUFG or its insiders recently traded Morgan Stanley shares outside fiduciary activities?

MUFG states that neither it nor, to its knowledge, its directors or executive officers have traded Morgan Stanley shares in the past 60 days, except for transactions conducted in a fiduciary capacity involving Managed Shares for client accounts.