Morgan Stanley (NYSE: MS) Co-President gains stock from PSU award with tax withholding

Rhea-AI Filing Summary

Morgan Stanley Co-President Andrew M. Saperstein reported a compensation-related stock transaction. He received a grant of 52,777 shares of common stock at no cost, earned based on the company’s achievement of pre-established relative return on tangible common equity performance goals tied to a performance stock unit award granted on January 18, 2023.

To cover taxes on the PSU conversion, 26,943 shares were withheld at a price of $160.89 per share, a non-market, tax-withholding disposition rather than an open-market sale. After these entries, Saperstein directly owns 333,810.385 shares of Morgan Stanley common stock.

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^*

SAPERSTEIN ANDREW M

(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)
	Co-President

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)		52,777	A	$0	360,753.385	D
Common Stock	03/12/2026		F(2)		26,943	D	$160.89	333,810.385	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.
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.

FAQ

What insider transaction did Morgan Stanley (MS) report for Andrew M. Saperstein?

Andrew M. Saperstein reported a stock-based compensation event, not an open-market trade. He received 52,777 shares of Morgan Stanley common stock from a performance stock unit award and had shares withheld to satisfy tax obligations tied to that award’s conversion.

How many Morgan Stanley (MS) shares did Andrew M. Saperstein acquire and at what cost?

He acquired 52,777 shares of Morgan Stanley common stock at a price of $0.00 per share. These shares were earned under a performance stock unit award based on the company’s achievement of pre-established relative return on tangible common equity performance criteria.

Why were 26,943 Morgan Stanley (MS) shares disposed of in Andrew M. Saperstein’s Form 4?

The 26,943 shares were withheld to satisfy taxes upon conversion of the performance stock unit award, at a reference price of $160.89 per share. This F-code disposition represents tax-withholding by the issuer, not an open-market sale initiated by Saperstein.

How many Morgan Stanley (MS) shares does Andrew M. Saperstein own after this Form 4 transaction?

Following the reported grant and tax-withholding disposition, Andrew M. Saperstein directly holds 333,810.385 shares of Morgan Stanley common stock. This total reflects his position after the performance-based award converted and a portion of shares was withheld for tax obligations.

Was Andrew M. Saperstein’s Morgan Stanley (MS) Form 4 transaction an open-market buy or sell?

No, the filing reflects compensation-related entries rather than open-market trades. The A-code transaction is a stock grant from a performance stock unit award, and the F-code transaction is a share disposition solely to cover associated tax liabilities, not a discretionary market sale.

What performance criteria triggered Andrew M. Saperstein’s Morgan Stanley (MS) stock award?

The awarded shares were 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 originally granted to Andrew M. Saperstein on January 18, 2023.