MUFG maintains 24.12% Morgan Stanley stake, restarts sales plan (NYSE: MS)

Rhea-AI Filing Summary

Mitsubishi UFJ Financial Group, Inc. (MUFG) reports that it may be deemed to beneficially own 380,511,118 shares of Morgan Stanley common stock, including 3,425,951 shares held by affiliates in a fiduciary capacity. This represents 24.12% of the outstanding common stock, based on 1,577,284,817 shares outstanding as of April 30, 2026.

MUFG directly holds 377,085,167 shares and disclaims beneficial ownership of the Managed Shares held for clients. MUFG and Morgan Stanley are party to a 2018 sales plan linked to Morgan Stanley’s share repurchase program, and MUFG has notified Morgan Stanley that sales under this plan will resume, with July 30, 2026 as the first Sale Day.

Key Figures

Beneficial ownership: 380,511,118 shares Directly held shares: 377,085,167 shares Managed Shares: 3,425,951 shares +3 more

6 metrics

Beneficial ownership 380,511,118 shares Aggregate Morgan Stanley common shares MUFG may be deemed to beneficially own as of July 7, 2026

Directly held shares 377,085,167 shares Morgan Stanley common stock held directly by MUFG as of July 7, 2026

Managed Shares 3,425,951 shares Shares held by MUFG affiliates in a fiduciary capacity; MUFG disclaims beneficial ownership

Ownership percentage 24.12 % MUFG’s stake in Morgan Stanley common stock based on 1,577,284,817 shares outstanding

Shares outstanding basis 1,577,284,817 shares Morgan Stanley common shares outstanding as of April 30, 2026, per its Form 10-Q

Managed Shares share of stake 0.22 % Portion of MUFG’s reported 24.12% position represented by Managed Shares

Key Terms

beneficial owner, fiduciary capacity, share repurchase program, Securities Purchase Agreement, +2 more

6 terms

beneficial owner regulatory

"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."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

fiduciary capacity financial

"held in the aggregate 3,425,951 shares of Common Stock (the "Managed Shares") solely in a fiduciary capacity as the trustee of trust accounts"

share repurchase program financial

"to sell shares of Common Stock to the Company, through its agent MS & Co., as part of the Company's share repurchase program."

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

Securities Purchase Agreement regulatory

"Securities Purchase Agreement, dated September 29, 2008, First Amendment to the Securities Purchase Agreement, dated as of October 3, 2008"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement regulatory

"Registration Rights Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Investor Agreement regulatory

"Investor Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley"

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FAQ

How much of Morgan Stanley (MS) stock does Mitsubishi UFJ Financial Group report owning?

Mitsubishi UFJ Financial Group reports that it may be deemed to beneficially own 380,511,118 shares of Morgan Stanley common stock. Based on 1,577,284,817 shares outstanding as of April 30, 2026, this equals approximately 24.12% of Morgan Stanley’s outstanding common stock.

How many Morgan Stanley (MS) shares does MUFG hold directly versus in fiduciary accounts?

As of July 7, 2026, MUFG directly holds 377,085,167 Morgan Stanley common shares. Affiliates hold an additional 3,425,951 shares as Managed Shares in a fiduciary capacity for clients, which are included in the total but for which MUFG disclaims beneficial ownership.

What share count did MUFG use to calculate its 24.12% stake in Morgan Stanley (MS)?

The reported 24.12% ownership is calculated using 1,577,284,817 Morgan Stanley common shares outstanding. This is the number of shares outstanding as of April 30, 2026, as reported by Morgan Stanley in its Form 10-Q for the quarter ended March 31, 2026.

Does MUFG claim beneficial ownership of the Managed Shares in Morgan Stanley (MS)?

MUFG includes 3,425,951 Managed Shares in its aggregate holdings but expressly disclaims beneficial ownership of these shares. They are held by affiliates solely in a fiduciary capacity for trust accounts, investment funds, other vehicles, and managed accounts on behalf of clients.

What change does MUFG disclose regarding its sales plan with Morgan Stanley (MS)?

MUFG states that under a 2018 sales plan tied to Morgan Stanley’s share repurchase program, it has given written notice that Sales will resume, with July 30, 2026 designated as the first Sale Day after a prior suspension of the plan in December 2020.

What voting and dispositive powers does MUFG report over its Morgan Stanley (MS) stake?

Subject to client withdrawal rights over the Managed Shares, MUFG reports sole power to vote or direct the vote and to dispose or direct the disposition of the shares it beneficially owns, as reflected in the cover page rows on voting and dispositive power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)

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)

07/15/2026

(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 24.12
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24.12
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

380,511,118.00

12

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

13

Percent of class represented by amount in Row (11)

24.12 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows (7), (9), (11) and (13): Includes 3,425,951 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 July 7, 2026. Such shares represent approximately 0.22% of the 24.12% 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, the twenty-first amendment filed on November 4, 2025, and the twenty-second amendmendment filed on April 13, 2026 (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
(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 July 7, 2026, certain affiliates of MUFG held in the aggregate 3,425,951 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 18, 2018, MUFG entered into a sales plan (the "Plan") with the Company and Morgan Stanley & Co. LLC ("MS & Co.") to sell shares of Common Stock to the Company, through its agent MS & Co., as part of the Company's share repurchase program. The Plan was filed as Exhibit 20 to the thirteenth amendment to the Schedule 13D. On December 10, 2020, the Company provided written notice to MUFG pursuant to Paragraph F.2(i) of the Plan to suspend the Plan effective immediately. On July 15, 2026, MUFG provided written notice to the Company that Sales (as defined in the Plan) shall resume with July 30, 2026 as the first Sale Day.
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 1,577,284,817 (which is the number of shares of Common Stock outstanding as of April 30, 2026, as reported by the Company in their Form 10-Q for the quarterly period ended March 31, 2026 filed on May 5, 2026). As of July 7, 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 24.12% 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.
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

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:	07/15/2026