Morgan Stanley (MS) tech & operations head gets stock award, shares withheld for taxes

Rhea-AI Filing Summary

Morgan Stanley executive Michael A. Pizzi, Head of Technology & Operations, received a grant of 16,432 shares of common stock on March 12, 2026. The shares were earned under a performance stock unit award tied to pre-established return-on-tangible-common-equity goals. To cover taxes on this conversion, 7,900 shares were withheld at a price of $160.89 per share, resulting in a net increase in his direct holdings to 145,467.42 shares of 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

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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^*

Pizzi Michael A.

(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)
	Head Technology & Operations

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)		16,432	A	$0	153,367.42	D
Common Stock	03/12/2026		F(2)		7,900	D	$160.89	145,467.42	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.
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FAQ

What did Morgan Stanley (MS) executive Michael Pizzi report in this Form 4?

Michael A. Pizzi reported a stock award and related tax withholding. He received 16,432 Morgan Stanley common shares from a performance stock unit award, with 7,900 shares withheld to satisfy taxes, leaving him with 145,467.42 directly held shares after the transactions.

How many Morgan Stanley (MS) shares did Michael Pizzi receive and at what cost?

Michael Pizzi received 16,432 Morgan Stanley common shares at no cash cost as a grant. The award represents compensation earned under a performance stock unit program, so the acquisition price per share is reported as $0.00 in the Form 4 transaction details.

Why were 7,900 Morgan Stanley (MS) shares disposed of in Michael Pizzi’s Form 4?

The 7,900 shares were withheld automatically to cover tax obligations on the vesting of a performance stock unit award. This is coded as an “F” transaction, meaning payment of tax liability by delivering shares, not an open-market sale initiated for portfolio or timing reasons.

What performance criteria triggered Michael Pizzi’s Morgan Stanley (MS) stock award?

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

How many Morgan Stanley (MS) shares does Michael Pizzi hold after these transactions?

After the grant and related tax withholding, Michael Pizzi directly holds 145,467.42 Morgan Stanley common shares. This figure reflects the net effect of receiving 16,432 shares from a performance stock unit award and the withholding of 7,900 shares to satisfy associated tax liabilities.

Is Michael Pizzi’s Form 4 for Morgan Stanley (MS) an open-market trade?

No, the Form 4 reflects compensation-related stock activity, not open-market trading. It shows a performance-based stock award coded “A” for acquisition and an “F” code disposition for shares withheld to pay taxes, rather than voluntary buying or selling on the open market.