Morgan Stanley (NYSE: MS) CFO receives stock after PSU vesting

Rhea-AI Filing Summary

Morgan Stanley Chief Financial Officer Sharon Yeshaya reported a routine equity compensation event involving performance stock units. She acquired 17,399 shares of common stock at a stated price of $0.00 per share, reflecting shares earned under a performance stock unit award tied to relative return on tangible common equity.

To cover tax obligations from this PSU conversion, 9,622 shares were disposed of at $160.89 per share through share withholding, not an open-market sale. After these transactions, she holds 151,659.2 shares of Morgan Stanley common stock directly.

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

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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^*

YESHAYA SHARON

(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 Financial Officer

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)		17,399	A	$0	161,281.2	D
Common Stock	03/12/2026		F(2)		9,622	D	$160.89	151,659.2	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)
				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).
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FAQ

What insider transaction did Morgan Stanley (MS) CFO Sharon Yeshaya report?

Morgan Stanley CFO Sharon Yeshaya reported a routine equity compensation event. She received 17,399 shares of common stock from a performance stock unit award, with a portion of those shares withheld to satisfy related tax obligations rather than sold on the open market.

How many Morgan Stanley shares were granted to the CFO, and on what basis?

Sharon Yeshaya was granted 17,399 Morgan Stanley common shares at a stated price of $0.00 per share. The award reflects shares earned based on the company’s achievement of pre-established relative return on tangible common equity performance criteria under a prior PSU award.

Were any of the Morgan Stanley CFO’s shares sold on the open market in this Form 4?

The filing shows no open-market sales by the Morgan Stanley CFO. Instead, 9,622 shares were withheld at $160.89 per share purely to satisfy tax obligations arising from the conversion of the performance stock unit award described in the accompanying footnotes.

How many Morgan Stanley shares does the CFO own after these transactions?

Following the reported transactions, Sharon Yeshaya directly owns 151,659.2 shares of Morgan Stanley common stock. This figure reflects the net position after the equity award was delivered and the company withheld a portion of the shares to cover associated tax liabilities.

What does transaction code "F" mean in the Morgan Stanley CFO Form 4?

Transaction code “F” represents a disposition of shares to pay exercise price or taxes. In this case, 9,622 Morgan Stanley shares were withheld to satisfy tax liabilities from the performance stock unit conversion, rather than being sold in the market as a discretionary transaction.

What performance measure determined the Morgan Stanley PSU shares for the CFO?

The performance stock unit award was earned based on Morgan Stanley’s achievement of pre-established relative return on tangible common equity criteria. This metric compared the company’s performance against targets, determining how many of the granted PSUs converted into common shares for the CFO.