Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 2/6 · 22/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Persistent flows establish a strong current franchise, but do not establish protected distribution, customer lock-in, network effects or a relative cost advantage.
durability · — · Five years of substantial flows demonstrate persistent demand; the underlying structural protection and its likely duration remain unestablished.
customer dependency · — · Engagement and positive net additions do not reveal how dependent existing clients are on Morgan Stanley or the cost of moving their relationships.
erosion resilience · — · Strong wealth results coexist with fee compression and institutional price competition. The evidence cannot establish the resilience of an identified structural moat.
Pouvoir de fixation des prix50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · First-quarter total advisory fee rates fell from 63 to 62 basis points, with declines across several products. Actual institutional price competition and competitive deposit repricing support weak demonstrated pricing power. Mix effects prevent attributing the entire fee-rate decline to price cuts.
retention · 3/4 · Five consecutive years of fee-based flows above $100 billion and continued positive flows in 2026 strongly demonstrate sustained demand indirectly. These are not retention rates; IPO flows and a retirement mandate amplify recent additions, while Investment Management equity outflows show uneven demand.
margin resilience · 2/4 · Wealth Management maintained approximately 30% pre-tax margins across 2026 and consolidated nine-month efficiency improved. Third-quarter consolidated margin declined year over year, and Investment Management income fell with carried-interest reversals. This supports mixed resilience rather than protected pricing.
contractual freedom · 2/4 · Margin loans are generally uncommitted and extended on demand; the firm can require additional collateral or reduced positions. Deposit pricing changes show repricing ability constrained by competition. Broader advisory fee-setting and termination rights are missing.
Prévisibilité—
Missing exact annual revenue, free cash flow or FCF margin; operating cash flow and capex must both be reported for all five years.
Solidité financière—
Missing required inputs: debtFcfGrade, netDebtEbitGrade, currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 0.00
- cashInterestPaid
- 47096.00
- cashInterestCoverage
- -0.38
Allocation du capital—
Missing required inputs: operatingReturn, cashConversionGrade. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -2.36
- 3-year average SBC / revenue (%)
- 2.84
Qualité du management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 3/4 · Completed repurchases, actual dividends, fewer outstanding shares and June capital above disclosed requirements support disciplined distributions alongside growth. Repurchase valuation and incremental investment returns are unproven; September capital ratios remain preliminary.
incentive alignment · 3/4 · Actual deferred-equity grants, three-year performance vesting, cancellation and clawback provisions, ownership requirements and hedging prohibitions demonstrate meaningful alignment. These are disclosed grants and terms, not assumed approval of a proposal or evidence that future awards have vested.
execution · 3/4 · Persistent fee-based flows, continued engagement and nine-month revenue and pre-tax income growth provide strong demonstrated operating evidence. Attribution to management is indirect because markets and IPO activity contributed; Investment Management's carried-interest reversal is a counterweight.
governance · 2/4 · Independent lead-director executive sessions, actual audit-fee approvals and compensation safeguards demonstrate substantive oversight. Combined chairman and CEO roles and the disclosed competition-authority settlement temper the assessment. The settlement concerns historical activity and does not establish current firmwide control failure.
Preuves
Full-year fee-based flows of $160 billion exceeded $100 billion for the fifth consecutive year
Compensation discussion / 2025 Wealth Management operating achievements · Dépôt 02/04/2026
The business added net new assets of $118 billion and fee-based asset flows were $54 billion.
Executive summary / first-quarter Wealth Management flows · Dépôt 05/05/2026
Record pre-tax income of $2.8 billion resulted in a pre-tax margin of 30.4%.4,14 Record net new assets were $232 billion, with just over half associated with IPO-related flows.9 Fee-based flows were $80 billion, demonstrating continued strength in our Advisor-led channel, and included a new corporate retirement mandate.8
Net revenues up 10%:
•Record asset management revenues increased from a year ago on asset growth primarily driven by higher market levels and the cumulative impact of strong fee-based flows.8
Third-quarter Wealth Management results / flows and their composition · Dépôt 14/10/2026
•Transactional revenues increased from a year ago excluding the impact of mark-to-market gains on investments associated with DCP in the prior year quarter which are no longer presented in net revenues.15 The increase was driven by continued client engagement supported by the breadth of our product offering.
Third-quarter Wealth Management results / client engagement · Dépôt 14/10/2026
March 2026 Form 10-Q
13
Table of Contents
Management’s Discussion and Analysis
Average Fee Rates1
Three Months Ended
March 31,
Fee rate in bps
2026
2025
Separately managed
12
12
Unified managed
89
90
Advisor
76
79
Portfolio manager
87
88
Subtotal
63
64
Cash management
6
7
Total
62
63
1.Based on Asset management revenues related to advisory services associated with fee-based assets.
Wealth Management / average advisory fee rates · Dépôt 05/05/2026
We also continue to experience price competition in our Institutional Securities business segment’s products.
Business / realized Institutional Securities price competition · Dépôt 19/02/2026
These factors, along with other developments, such as pricing changes to certain deposit types due to various competitive dynamics and central bank actions, have impacted our net interest income.
Wealth Management / competitive deposit pricing changes · Dépôt 04/08/2026
Our ability to sustain or improve our competitive position also depends substantially on our ability to continue to attract and retain highly qualified employees while managing compensation and other costs.
Business / dependence on attracting and retaining employees · Dépôt 19/02/2026
We compete with commercial banks, global investment banks, regional banks, broker-dealers, private banks, registered investment advisers, digital investing platforms, traditional and alternative asset managers, financial technology firms and other companies offering financial and ancillary services in the U.S.
Business / generic competitor categories · Dépôt 19/02/2026
June 2026 Form 10-Q 15 Table of Contents Management’s Discussion and Analysis Assets Under Management or Supervision Rollforwards1 $ in billions At March 31, 2026 Inflows2 Outflows3 Net Flows Distributions4 Market Impact and Other5 At June 30, 2026 Equity $ 221 $ 11 $ (23) $ (13) $ (1) $ 27 $ 235 Fixed Income 219 22 (14) 7 (1) 3 229 Alternatives and Solutions6 770 41 (29) 13 (1) 71 852 Long-Term AUM $ 1,210 $ 74 $ (66) $ 8 $ (3) $ 101 $ 1,316 Liquidity and Overlay Services 658 800 (774) 27 (4) 8 688 Total $ 1,868 $ 874 $ (840) $ 35 $ (7) $ 109 $ 2,004 $ in billions At March 31, 2025 Inflows2 Outflows3 Net Flows Distributions4 Market Impact and Other5 At June 30, 2025 Equity $ 250 $ 9 $ (12) $ (3) $ — $ 24 $ 271 Fixed Income 186 24 (17) 7 (1) 6 198 Alternatives and Solutions6 650 33 (25) 8 (1) 43 700 Long-Term AUM $ 1,086 $ 66 $ (54) $ 12 $ (2) $ 73 $ 1,169 Liquidity and Overlay Services 561 647 (670) (23) (4) 10 544 Total $ 1,647 $ 713 $ (724) $ (11) $ (6) $ 83 $ 1,713 $ in billions At December 31, 2025 Inflows2 Outflows3 Net Flows Distributions4 Market Impact and Other5 At June 30, 2026 Equity $ 253 $ 19 $ (43) $ (24) $ (1) $ 7 $ 235 Fixed Income 217 45 (33) 12 (2) 2 229 Alternatives and Solutions6 776 83 (60) 23 (3) 56 852 Long-Term AUM $ 1,246 $ 147 $ (136) $ 11 $ (6) $ 65 $ 1,316 Liquidity and Overlay Services 649 1,548 (1,513) 35 (7) 11 688 Total $ 1,895 $ 1,695 $ (1,649) $ 46 $ (13) $ 76 $ 2,004 $ in billions At December 31, 2024 Inflows2 Outflows3 Net Flows Distributions4 Market Impact and Other5 At June 30, 2025 Equity $ 259 $ 21 $ (28) $ (7) $ — $ 19 $ 271 Fixed Income 179 40 (29) 11 (2) 10 198 Alternatives and Solutions6 654 68 (51) 17 (3) 32 700 Long-Term AUM $ 1,092 $ 129 $ (108) $ 21 $ (5) $ 61 1,169 Liquidity and Overlay Services 574 1,340 (1,379) (38) (8) 17 544 Total $ 1,666 $ 1,469 $ (1,487) $ (17) $ (13) $ 78 $ 1,713 1.During the first quarter of 2026, certain products were reclassified among asset classes to more closely align reporting with underlying investment strategies, primarily reflecting a reclassification of certain tax-managed solutions from Equity to Alternatives and Solutions.
Investment Management / AUM and flow rollforwards · Dépôt 04/08/2026
•Wealth Management delivered net revenues of $8.5 billion and a pre-tax margin of 30.4% reflecting strong Asset management revenues, increased net interest income, and higher Transactional revenues.
Executive summary / first-quarter Wealth Management results · Dépôt 05/05/2026
•Wealth Management delivered net revenues of $8.9 billion, reflecting strong Asset management revenues, increased Net interest income and higher client activity, generating a pre-tax margin of 30.5%.
Executive summary / second-quarter Wealth Management results · Dépôt 04/08/2026
8
Consolidated Financial Metrics, Ratios and Statistical Data
(unaudited)
Quarter Ended
Percentage Change From:
Nine Months Ended
Percentage Change
Sep 30, 2026
Jun 30, 2026
Sep 30, 2025
Jun 30, 2026
Sep 30, 2025
Sep 30, 2026
Sep 30, 2025
Financial Metrics:
Earnings per basic share
$
3.07
$
3.50
$
2.83
(12
%)
8
%
$
10.03
$
7.61
32
%
Earnings per diluted share
$
3.03
$
3.46
$
2.80
(12
%)
8
%
$
9.93
$
7.53
32
%
Return on average common equity
17.8
%
20.7
%
18.0
%
19.8
%
16.5
%
Return on average tangible common equity
22.6
%
26.6
%
23.5
%
25.4
%
21.6
%
Book value per common share
$
68.59
$
67.80
$
62.98
$
68.59
$
62.98
Tangible book value per common share
$
53.96
$
53.18
$
48.64
$
53.96
$
48.64
Financial Ratios:
Pre-tax margin
Return on average tangible common equity
22.6
%
26.6
%
23.5
%
25.4
%
21.6
%
Book value per common share
$
68.59
$
67.80
$
62.98
$
68.59
$
62.98
Tangible book value per common share
$
53.96
$
53.18
$
48.64
$
53.96
$
48.64
Financial Ratios:
Pre-tax margin
32
%
34
%
33
%
33
%
31
%
Compensation and benefits as a % of net revenues
39
%
38
%
41
%
40
%
42
%
Non-compensation expenses as a % of net revenues
28
%
27
%
26
%
26
%
27
%
Firm expense efficiency ratio
67
%
65
%
67
%
66
%
69
%
Effective tax rate
23.3
%
23.1
%
22.8
%
22.0
%
22.2
%
Statistical Data:
Period end common shares outstanding (millions)
1,565
1,572
1,591
—
%
(2
%)
Average common shares outstanding (millions)
Basic
1,548
1,554
1,571
—
%
(1
%)
1,554
1,577
(1
%)
Diluted
1,566
1,569
1,590
—
%
(2
%)
1,571
1,594
(1
%)
Worldwide employees
83,728
82,944
82,398
1
%
2
%
The End Notes are an integral part of this presentation.
Consolidated financial metrics / margins and efficiency · Dépôt 14/10/2026
Pre-tax income was $259 million compared with $364 million a year ago.4
Net revenues down 12%:
•Asset management and related fees increased from a year ago on higher average AUM driven by the cumulative impact of positive flows and higher market levels.10
Third-quarter Investment Management results / income decline · Dépôt 14/10/2026
•Performance-based income and other revenues decreased from a year ago, driven by the reversal of accrued carried interest related primarily to certain investments in one of our private funds.
Third-quarter Investment Management results / carried-interest reversal · Dépôt 14/10/2026
The Firm monitors required margin levels and established credit terms daily and, pursuant to such guidelines, requires customers to deposit additional collateral, or reduce positions, when necessary.
Customer margin lending / collateral and position requirements · Dépôt 19/02/2026
Margin loans are extended on a demand basis and generally are not committed facilities.
Customer margin lending / demand and commitment terms · Dépôt 19/02/2026
Common Stock Repurchases Three Months Ended June 30, Six Months Ended June 30, in millions, except for per share data 2026 2025 2026 2025 Number of shares 8 8 18 16 Average price per share $ 197.64 $ 123.22 $ 181.21 $ 124.54 Total $ 1,500 $ 1,000 $ 3,250 $ 2,000 For additional information on our common stock repurchases, see Note 16 to the financial statements.
Capital management / completed common-stock repurchases · Dépôt 04/08/2026
The Firm’s Regulatory Capital and Capital Ratios Risk-based capital Standardized $ in millions At June 30, 2026 At December 31, 2025 Risk-based capital CET1 capital $ 87,568 $ 83,153 Tier 1 capital 97,217 92,728 Total capital 108,916 103,449 Total RWA 589,397 552,515 Risk-based capital ratio CET1 capital 14.9 % 15.0 % Tier 1 capital 16.5 % 16.8 % Total capital 18.5 % 18.7 % Required ratio1 CET1 capital 11.8 % 11.8 % Tier 1 capital 13.3 % 13.3 % Total capital 15.3 % 15.3 % 1.Required ratios are inclusive of any buffers applicable as of the date presented.
Regulatory requirements / actual and required capital ratios · Dépôt 04/08/2026
3Q 2026
3Q 2025
Common Stock Repurchases
Repurchases ($MM)
$1,540
$1,085
Number of Shares (MM)
7
7
Average Price
$212.74
$145.77
Period End Shares (MM)
1,565
1,591
Effective Tax Rate
23.3%
22.8%
Capital17
Standardized Approach
CET1 capital13
14.9
%
15.1
%
Tier 1 capital13
16.6
%
16.9
%
Advanced Approach
CET1 capital13
16.3
%
15.7
%
Tier 1 capital13
18.1
%
17.6
%
Leverage-based capital
Tier 1 leverage18
5.9
%
6.8
%
SLR19
4.8
%
5.5
%
4
Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services.
Capital management / third-quarter repurchases and outstanding shares · Dépôt 14/10/2026
The Firm continued to increase returns to shareholders as the quarterly dividend increased by $0.075 per share for a fourth year in a row to $1.00, with total dividends paid in 2025 of $6.1 billion.
Compensation discussion / actual 2025 dividends paid · Dépôt 02/04/2026
How We Ensure CEO Pay Is Tied to Long-Term Sustainable Value Creation Deferred Incentive Compensation ✔ 75% of 2025 CEO incentive compensation deferred with vesting in year three ✔ Subject to strong cancellation provisions and clawback policy ✔ No automatic vesting on change in control; double trigger in place Equity-Based Compensation ✔ 100% of 2025 CEO deferred incentive compensation equity-based ✔ Significant portion of equity-based compensation aligns employee and shareholder interests ✔ Share ownership and retention requirements; for CEO, 10x salary and 75% retained first five years; 50% thereafter Performance-Vested Equity Incentive Award ✔ 100% of 2025 CEO deferred incentive compensation is performance-vested, consistent with shareholder feedback ✔ Shares earned can range from 0 to 1.5x target based on three-year performance against robust absolute and relative ROTCE objectives, and up to 2.0x target for significant outperformance ✔ Absolute and relative ROTCE performance objectives ensure award continues to be in alignment with Firm performance and strategic objectives, while maintaining strong alignment with shareholder interests Best Practices ✔ Comprehensive provisions permit cancellation of awards and clawback policy requires repayment of previously awarded compensation, even absent misconduct ✔ Material risk, control and conduct issues factored into pay decisions, and compensation adjusted, if appropriate ✔ Robust prohibitions on pledging, hedging, selling short or trading derivatives ✔ No excise tax protection upon a change in control ✔ Formal annual compensation risk review ✔ CMDS Committee independent compensation consultant ✔ No golden parachutes ✔ No guaranteed bonuses ✔ No special severance 80 MORGAN STANLEY 2026 PROXY STATEMENT TABLE OF CONTENTS Compensation Matters Section 5.2 “CEO and Other NEO Pay Decisions” contains the compensation decisions (both the amount and mix of compensation elements) for each NEO.
Compensation discussion / CEO award terms and ownership requirements · Dépôt 02/04/2026
For 2025, the CMDS Committee granted 100% of the CEO’s deferred incentive compensation in equity-based PSUs and 100% of each NEO’s deferred incentive compensation in equity-based RSUs and PSUs, aligning compensation with shareholders’ interests.
Compensation discussion / actual deferred-equity grants · Dépôt 02/04/2026
Prohibition Against Pledging and Hedging Firm policy prohibits directors, officers as defined by Section 16 of the Securities Exchange Act of 1934, including the Firm’s executive officers, and other members of the Firm’s Operating Committee from pledging, selling short, engaging in hedging strategies or trading derivatives involving Morgan Stanley securities, including securities granted in connection with compensation or otherwise held.
Ownership / prohibition against pledging and hedging · Dépôt 02/04/2026
7
Consolidated Income Statement Information
(unaudited, dollars in millions)
Quarter Ended
Percentage Change From:
Nine Months Ended
Percentage
Change
Sep 30, 2026
Jun 30, 2026
Sep 30, 2025
Jun 30, 2026
Sep 30, 2025
Sep 30, 2026
Sep 30, 2025
Revenues:
Investment banking
$
2,361
$
2,651
$
2,266
(11
%)
4
%
$
7,301
$
5,621
30
%
Trading
5,601
6,723
5,020
(17
%)
12
%
19,054
14,876
28
%
Investments
(39)
226
374
*
*
333
1,131
(71
%)
Commissions and fees
1,667
1,833
1,473
(9
%)
13
%
5,190
4,379
19
%
Asset management
7,254
6,912
6,441
5
%
13
%
20,896
18,357
14
%
Other
244
223
159
9
%
53
%
759
1,200
(37
%)
Total non-interest revenues
17,088
18,568
15,733
(8
%)
9
%
53,533
45,564
17
%
Interest income
16,188
15,902
15,456
2
%
5
%
47,363
44,109
7
%
Interest expense
12,938
13,122
12,965
(1
%)
—
%
38,630
36,918
5
%
Net interest
3,250
2,780
2,491
17
%
30
%
8,733
7,191
21
%
Net revenues
20,338
21,348
18,224
(5
%)
12
%
62,266
52,755
18
%
Provision for credit losses
148
98
—
51
%
*
344
331
4
%
Non-interest expenses:
Compensation and benefits
7,997
8,187
7,442
(2
%)
7
%
24,726
22,153
12
%
Non-compensation expenses:
Brokerage, clearing and exchange fees
8,733
7,191
21
%
Net revenues
20,338
21,348
18,224
(5
%)
12
%
62,266
52,755
18
%
Provision for credit losses
148
98
—
51
%
*
344
331
4
%
Non-interest expenses:
Compensation and benefits
7,997
8,187
7,442
(2
%)
7
%
24,726
22,153
12
%
Non-compensation expenses:
Brokerage, clearing and exchange fees
1,467
1,464
1,141
—
%
29
%
4,187
3,551
18
%
Information processing and communications
1,302
1,203
1,119
8
%
16
%
3,653
3,258
12
%
Professional services
700
680
685
3
%
2
%
1,982
2,070
(4
%)
Occupancy and equipment
502
482
473
4
%
6
%
1,467
1,381
6
%
Marketing and business development
347
401
280
(13
%)
24
%
1,058
815
30
%
Other
1,397
1,485
1,056
(6
%)
32
%
4,012
3,002
34
%
Total non-compensation expenses
5,715
5,715
4,754
—
%
20
%
16,359
14,077
16
%
Total non-interest expenses
13,712
13,902
12,196
(1
%)
12
%
41,085
36,230
13
%
Income before provision for income taxes
6,478
7,348
6,028
(12
%)
7
%
20,837
16,194
29
%
Provision for income taxes
1,509
1,695
1,373
(11
%)
10
%
4,577
3,593
27
%
Net income
$
4,969
$
Consolidated income statement / nine-month operating results · Dépôt 14/10/2026
For instance, he leads executive sessions of the Board without the Chairman and CEO present and provides feedback to the Chairman and CEO, communicates regularly with the Chairman and CEO and provides suggestions and views to the Chairman and CEO.
Governance / independent lead-director executive sessions · Dépôt 02/04/2026
In 2025 and 2024, all of Deloitte & Touche’s fees were approved by the Audit Committee.
Audit matters / actual audit-committee fee approvals · Dépôt 02/04/2026
Very truly yours, Ted Pick Chairman and Chief Executive Officer 2 MORGAN STANLEY 2026 PROXY STATEMENT TABLE OF CONTENTS Table of Contents NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS 4 OVERVIEW OF VOTING ITEMS 6 CORPORATE GOVERNANCE MATTERS 15 Election of Directors 15 Director Succession and Nomination Process 15 Director Experience, Qualifications, Attributes and Skills 17 Director Nominees 17 Corporate Governance Practices 27 Board Structure and Independence 27 Rotation of Board Leadership and Committee Appointments 27 Board Oversight 28 Director Orientation and Continuing Education 29 Senior Management Succession and Development Planning 29 Annual Evaluation of Board, Committees and Independent Lead Director 29 Shareholder Rights and Accountability 31 Shareholder Engagement 31 Corporate Political Activities 32 Sustainability 33 Community Development 35 Giving Back to the Community 36 Human Capital Management 37 Communication by Shareholders and Other Interested Parties with the Board of Directors 38 Additional Corporate Governance Information Available on Corporate Governance Webpage 38 Director Independence 38 Director Attendance at Annual Meeting 40 Board Meetings and Committees 41 Board Leadership Structure and Role in Risk Oversight 44 Compensation Governance and Risk Management 48 Director Compensation 50 Related Person Transactions Policy 52 Certain Transactions 53 AUDIT MATTERS 54 Ratification of Appointment of Morgan Stanley’s Independent Auditor 54 Audit Committee Report 56 Independent Auditor’s Fees 58 COMPENSATION MATTERS 59 Company Proposal to Approve the Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Vote) 59 Compensation Discussion and Analysis (CD&A) 61 Compensation, Management Development and Succession Committee Report 92 Compensation Committee Interlocks and Insider Participation 92 Executive Compensation 93 2025 Summary Compensation Table 93 2025 Grants of Plan-Based Awards 95 2025 Outstanding Equity Awards at Fiscal Year End 96 2025 Stock Vested 96 2025 Pension Benefits 97 2025 Nonqualified Deferred Compensation 98 Potential Payments upon Termination or Change in Control 99 Compensation Ratio Disclosure 101 Pay Versus Performance 103 Commitment to Equitable Compensation Practices 109 OWNERSHIP OF OUR STOCK 110 Executive Equity Ownership Commitment 110 Director Equity Ownership Requirement 110 Insider Trading Policy 111 Prohibition Against Pledging and Hedging 111 Stock Ownership of Executive Officers and Directors 111 Principal Shareholders 113 SHAREHOLDER PROPOSAL 114 INFORMATION ABOUT THE ANNUAL MEETING 119 Questions and Answers 119 Other Business 122 MORGAN STANLEY 2026 PROXY STATEMENT 3 TABLE OF CONTENTS 1585 Broadway New York, NY 10036 Notice of 2026 Annual Meeting of Shareholders TIME AND DATE 8:00 a.m.
Shareholder letter signature / combined chairman and CEO roles · Dépôt 02/04/2026
Competition and Markets Authority announced a settlement with the Firm, as well as other financial institutions, in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding the Firm’s activities concerning certain liquid fixed income products between 2009 and 2012.
Legal proceedings / competition-authority settlement · Dépôt 04/08/2026
17 Capital ratios are estimates as of the press release date, October 14, 2026 and are subject to change in the Firm's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Earnings-release endnotes / estimated September capital ratios · Dépôt 14/10/2026
8 Wealth Management fee-based asset flows include net new fee-based assets (including asset acquisitions), net account transfers, dividends, interest, and client fees, and exclude institutional cash management related activity.
Earnings-release endnotes / fee-based flow definition · Dépôt 14/10/2026
As described in Section 4.2 “How We Evaluate Market Pay,” the CMDS Committee determined that due to meaningful market movement in the pay of CEOs at the Firm’s Core Peers (Bank of America, Citigroup, Goldman Sachs, JPMorgan, and Wells Fargo) for 2024, 2025 being Mr.
Compensation discussion / named compensation peer group · Dépôt 02/04/2026
Beginning in the first quarter of 2026, hedges for Wealth Management DCP awards were primarily transitioned to derivative instruments with changes in fair value recorded in compensation expense or in other comprehensive income within shareholder's equity and later reclassified to compensation expense in the same period as the related DCP award vests.
Earnings-release endnotes / DCP accounting presentation change · Dépôt 14/10/2026
