{"schemaVersion":1,"research":true,"symbol":"ms","name":"Morgan Stanley","topic":"moat","path":"/stock/ms/moat","status":"published","version":7,"updatedAt":"2026-10-19T15:42:53.911Z","locked":false,"publicFairValue":false,"fairValue":null,"moat":{"verdict":"uncertain","summary":"Morgan Stanley demonstrates sustained client demand and strong execution, but the supplied passages do not establish a durable structural moat. Wealth Management flows support franchise strength without proving customer lock-in or protected pricing. Advisory fee rates declined, institutional price competition persists, and deposit pricing responds to competition. Operating resilience is mixed across businesses.","advantages":[{"mechanism":"intangible_assets","claim":"The established advisory and wealth franchise demonstrates sustained asset gathering and client engagement. Reputation and integrated distribution are plausible advantages, but their ability to protect economics against competitors is not established.","durability":"Fee-based flows exceeded $100 billion for five consecutive years through 2025 and remained positive through September 2026. This demonstrates persistent demand, without establishing the duration of a structural advantage.","risks":"Declining advisory fee rates, institutional price competition, dependence on mobile talent, and competing deposit products constrain pricing. Recent asset additions also include substantial IPO-related flows and a retirement mandate.","invalidation":"Persistent negative fee-based flows across several quarters, declining client engagement despite healthy markets, or continued fee compression accompanied by weaker profits would undermine the franchise-strength hypothesis. Conversely, demonstrated retention through adverse markets and stable comparable-service pricing would strengthen the presently unproven moat case.","competitors":[],"evidenceIds":["e1","e2","e3","e4"],"counterEvidenceIds":["e5","e6","e7","e8"]}],"evidence":[{"id":"e1","sourceId":"filing-3","location":"Compensation discussion / 2025 Wealth Management operating achievements","excerpt":"Full-year fee-based flows of $160 billion exceeded $100 billion for the fifth consecutive year"},{"id":"e2","sourceId":"filing-6","location":"Executive summary / first-quarter Wealth Management flows","excerpt":"The business added net new assets of $118 billion and fee-based asset flows were $54 billion."},{"id":"e3","sourceId":"filing-7","location":"Third-quarter Wealth Management results / flows and their composition","excerpt":"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\nNet revenues up 10%:\n•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"},{"id":"e4","sourceId":"filing-7","location":"Third-quarter Wealth Management results / client engagement","excerpt":"•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."},{"id":"e5","sourceId":"filing-6","location":"Wealth Management / average advisory fee rates","excerpt":"March 2026 Form 10-Q\n13\nTable of Contents\nManagement’s Discussion and Analysis\nAverage Fee Rates1\n \nThree Months Ended\nMarch 31,\nFee rate in bps\n2026\n2025\nSeparately managed\n12 \n12 \nUnified managed\n89 \n90 \nAdvisor\n76 \n79 \nPortfolio manager\n87 \n88 \nSubtotal\n63 \n64 \nCash management\n6 \n7 \nTotal\n62 \n63 \n1.Based on Asset management revenues related to advisory services associated with fee-based assets."},{"id":"e6","sourceId":"filing-1","location":"Business / realized Institutional Securities price competition","excerpt":"We also continue to experience price competition in our Institutional Securities business segment’s products."},{"id":"e7","sourceId":"filing-2","location":"Wealth Management / competitive deposit pricing changes","excerpt":"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."},{"id":"e8","sourceId":"filing-1","location":"Business / dependence on attracting and retaining employees","excerpt":"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."},{"id":"e9","sourceId":"filing-1","location":"Business / generic competitor categories","excerpt":"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."},{"id":"e10","sourceId":"filing-2","location":"Investment Management / AUM and flow rollforwards","excerpt":"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."},{"id":"e11","sourceId":"filing-6","location":"Executive summary / first-quarter Wealth Management results","excerpt":"•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."},{"id":"e12","sourceId":"filing-2","location":"Executive summary / second-quarter Wealth Management results","excerpt":"•Wealth Management delivered net revenues of $8.9 billion, reflecting strong Asset management revenues, increased Net interest income and higher client activity, generating a pre-tax margin of 30.5%."},{"id":"e13","sourceId":"filing-7","location":"Consolidated financial metrics / margins and efficiency","excerpt":"8\nConsolidated Financial Metrics, Ratios and Statistical Data\n(unaudited)\nQuarter Ended\nPercentage Change From:\nNine Months Ended \nPercentage Change\nSep 30, 2026\nJun 30, 2026\nSep 30, 2025\nJun 30, 2026\nSep 30, 2025\nSep 30, 2026\nSep 30, 2025\nFinancial Metrics:\nEarnings per basic share\n$\n3.07 \n$\n3.50 \n$\n2.83 \n(12\n%)\n8\n%\n$\n10.03 \n$\n7.61 \n32\n%\nEarnings per diluted share\n$\n3.03 \n$\n3.46 \n$\n2.80 \n(12\n%)\n8\n%\n$\n9.93 \n$\n7.53 \n32\n%\nReturn on average common equity\n17.8\n%\n20.7\n%\n18.0\n%\n19.8\n%\n16.5\n%\nReturn on average tangible common equity\n22.6\n%\n26.6\n%\n23.5\n%\n25.4\n%\n21.6\n%\nBook value per common share\n$\n68.59 \n$\n67.80 \n$\n62.98 \n$\n68.59 \n$\n62.98 \nTangible book value per common share\n$\n53.96 \n$\n53.18 \n$\n48.64 \n$\n53.96 \n$\n48.64 \nFinancial Ratios:\nPre-tax margin\nReturn on average tangible common equity\n22.6\n%\n26.6\n%\n23.5\n%\n25.4\n%\n21.6\n%\nBook value per common share\n$\n68.59 \n$\n67.80 \n$\n62.98 \n$\n68.59 \n$\n62.98 \nTangible book value per common share\n$\n53.96 \n$\n53.18 \n$\n48.64 \n$\n53.96 \n$\n48.64 \nFinancial Ratios:\nPre-tax margin\n32\n%\n34\n%\n33\n%\n33\n%\n31\n%\nCompensation and benefits as a % of net revenues\n39\n%\n38\n%\n41\n%\n40\n%\n42\n%\nNon-compensation expenses as a % of net revenues\n28\n%\n27\n%\n26\n%\n26\n%\n27\n%\nFirm expense efficiency ratio\n67\n%\n65\n%\n67\n%\n66\n%\n69\n%\nEffective tax rate\n23.3\n%\n23.1\n%\n22.8\n%\n22.0\n%\n22.2\n%\nStatistical Data:\nPeriod end common shares outstanding (millions)\n1,565 \n1,572 \n1,591 \n—\n%\n(2\n%)\nAverage common shares outstanding (millions)\nBasic\n1,548 \n1,554 \n1,571 \n—\n%\n(1\n%)\n1,554 \n1,577 \n(1\n%)\nDiluted\n1,566 \n1,569 \n1,590 \n—\n%\n(2\n%)\n1,571 \n1,594 \n(1\n%)\nWorldwide employees\n83,728 \n82,944 \n82,398 \n1\n%\n2\n%\nThe End Notes are an integral part of this presentation."},{"id":"e14","sourceId":"filing-7","location":"Third-quarter Investment Management results / income decline","excerpt":"Pre-tax income was $259 million compared with $364 million a year ago.4\nNet revenues down 12%: \n•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"},{"id":"e15","sourceId":"filing-7","location":"Third-quarter Investment Management results / carried-interest reversal","excerpt":"•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."},{"id":"e16","sourceId":"filing-1","location":"Customer margin lending / collateral and position requirements","excerpt":"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."},{"id":"e17","sourceId":"filing-1","location":"Customer margin lending / demand and commitment terms","excerpt":"Margin loans are extended on a demand basis and generally are not committed facilities."},{"id":"e18","sourceId":"filing-2","location":"Capital management / completed common-stock repurchases","excerpt":"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."},{"id":"e19","sourceId":"filing-2","location":"Regulatory requirements / actual and required capital ratios","excerpt":"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."},{"id":"e20","sourceId":"filing-7","location":"Capital management / third-quarter repurchases and outstanding shares","excerpt":"3Q 2026\n3Q 2025\nCommon Stock Repurchases\nRepurchases ($MM)\n$1,540\n$1,085\nNumber of Shares (MM)\n7\n7\nAverage Price\n$212.74\n$145.77\nPeriod End Shares (MM)\n1,565\n1,591\nEffective Tax Rate\n23.3%\n22.8%\nCapital17\nStandardized Approach\n CET1 capital13\n14.9 \n%\n15.1 \n%\n Tier 1 capital13\n16.6 \n%\n16.9 \n%\nAdvanced Approach\n CET1 capital13\n16.3 \n%\n15.7 \n%\n Tier 1 capital13\n18.1 \n%\n17.6 \n%\nLeverage-based capital\nTier 1 leverage18\n5.9 \n%\n6.8 \n%\nSLR19\n4.8 \n%\n5.5 \n%\n4\n \nMorgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services."},{"id":"e21","sourceId":"filing-3","location":"Compensation discussion / actual 2025 dividends paid","excerpt":"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."},{"id":"e22","sourceId":"filing-3","location":"Compensation discussion / CEO award terms and ownership requirements","excerpt":"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."},{"id":"e23","sourceId":"filing-3","location":"Compensation discussion / actual deferred-equity grants","excerpt":"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."},{"id":"e24","sourceId":"filing-3","location":"Ownership / prohibition against pledging and hedging","excerpt":"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."},{"id":"e25","sourceId":"filing-7","location":"Consolidated income statement / nine-month operating results","excerpt":"7\nConsolidated Income Statement Information\n(unaudited, dollars in millions)\nQuarter Ended\nPercentage Change From:\nNine Months Ended \nPercentage\nChange\nSep 30, 2026\nJun 30, 2026\nSep 30, 2025\nJun 30, 2026\nSep 30, 2025\nSep 30, 2026\nSep 30, 2025\nRevenues:\nInvestment banking\n$\n2,361 \n$\n2,651 \n$\n2,266 \n(11\n%)\n4\n%\n$\n7,301 \n$\n5,621 \n30\n%\nTrading\n5,601 \n6,723 \n5,020 \n(17\n%)\n12\n%\n19,054 \n14,876 \n28\n%\nInvestments \n(39)\n226 \n374 \n * \n * \n333 \n1,131 \n(71\n%)\nCommissions and fees\n1,667 \n1,833 \n1,473 \n(9\n%)\n13\n%\n5,190 \n4,379 \n19\n%\nAsset management\n7,254 \n6,912 \n6,441 \n5\n%\n13\n%\n20,896 \n18,357 \n14\n%\nOther\n244 \n223 \n159 \n9\n%\n53\n%\n759 \n1,200 \n(37\n%)\nTotal non-interest revenues\n17,088 \n18,568 \n15,733 \n(8\n%)\n9\n%\n53,533 \n45,564 \n17\n%\nInterest income\n16,188 \n15,902 \n15,456 \n2\n%\n5\n%\n47,363 \n44,109 \n7\n%\nInterest expense\n12,938 \n13,122 \n12,965 \n(1\n%)\n—\n%\n38,630 \n36,918 \n5\n%\nNet interest\n3,250 \n2,780 \n2,491 \n17\n%\n30\n%\n8,733 \n7,191 \n21\n%\nNet revenues\n20,338 \n21,348 \n18,224 \n(5\n%)\n12\n%\n62,266 \n52,755 \n18\n%\nProvision for credit losses\n148 \n98 \n— \n51\n%\n * \n344 \n331 \n4\n%\nNon-interest expenses:\nCompensation and benefits \n7,997 \n8,187 \n7,442 \n(2\n%)\n7\n%\n24,726 \n22,153 \n12\n%\nNon-compensation expenses:\nBrokerage, clearing and exchange fees\n8,733 \n7,191 \n21\n%\nNet revenues\n20,338 \n21,348 \n18,224 \n(5\n%)\n12\n%\n62,266 \n52,755 \n18\n%\nProvision for credit losses\n148 \n98 \n— \n51\n%\n * \n344 \n331 \n4\n%\nNon-interest expenses:\nCompensation and benefits \n7,997 \n8,187 \n7,442 \n(2\n%)\n7\n%\n24,726 \n22,153 \n12\n%\nNon-compensation expenses:\nBrokerage, clearing and exchange fees\n1,467 \n1,464 \n1,141 \n—\n%\n29\n%\n4,187 \n3,551 \n18\n%\nInformation processing and communications\n1,302 \n1,203 \n1,119 \n8\n%\n16\n%\n3,653 \n3,258 \n12\n%\nProfessional services\n700 \n680 \n685 \n3\n%\n2\n%\n1,982 \n2,070 \n(4\n%)\nOccupancy and equipment\n502 \n482 \n473 \n4\n%\n6\n%\n1,467 \n1,381 \n6\n%\nMarketing and business development\n347 \n401 \n280 \n(13\n%)\n24\n%\n1,058 \n815 \n30\n%\nOther \n1,397 \n1,485 \n1,056 \n(6\n%)\n32\n%\n4,012 \n3,002 \n34\n%\nTotal non-compensation expenses\n5,715 \n5,715 \n4,754 \n—\n%\n20\n%\n16,359 \n14,077 \n16\n%\nTotal non-interest expenses\n13,712 \n13,902 \n12,196 \n(1\n%)\n12\n%\n41,085 \n36,230 \n13\n%\nIncome before provision for income taxes\n6,478 \n7,348 \n6,028 \n(12\n%)\n7\n%\n20,837 \n16,194 \n29\n%\nProvision for income taxes\n1,509 \n1,695 \n1,373 \n(11\n%)\n10\n%\n4,577 \n3,593 \n27\n%\nNet income\n$\n4,969 \n$"},{"id":"e26","sourceId":"filing-3","location":"Governance / independent lead-director executive sessions","excerpt":"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."},{"id":"e27","sourceId":"filing-3","location":"Audit matters / actual audit-committee fee approvals","excerpt":"In 2025 and 2024, all of Deloitte & Touche’s fees were approved by the Audit Committee."},{"id":"e28","sourceId":"filing-3","location":"Shareholder letter signature / combined chairman and CEO roles","excerpt":"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."},{"id":"e29","sourceId":"filing-2","location":"Legal proceedings / competition-authority settlement","excerpt":"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."},{"id":"e30","sourceId":"filing-7","location":"Earnings-release endnotes / estimated September capital ratios","excerpt":"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."},{"id":"e31","sourceId":"filing-7","location":"Earnings-release endnotes / fee-based flow definition","excerpt":"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."},{"id":"e32","sourceId":"filing-3","location":"Compensation discussion / named compensation peer group","excerpt":"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."},{"id":"e33","sourceId":"filing-7","location":"Earnings-release endnotes / DCP accounting presentation change","excerpt":"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."}],"changes":["The uncertain moat verdict is retained after reassessing the current catalog; all four moat criteria remain null.","The previously assessed pricing and management grades remain supported by current catalog passages, rather than by the prior analysis.","The June 2026 filed capital ratio of 14.9% supersedes the earnings release's preliminary 14.8%; September ratios remain estimates.","Named compensation peers are distinguished from demonstrated business-level competitor comparisons."],"limitations":["Sources retain dateKind filed; no retrieval date is treated as a publication date.","Operating results are issuer disclosures. Management descriptions of culture, reputation and integrated-firm advantages do not independently demonstrate structural protection.","The competition passages identify generic categories. Bank of America, Citigroup, Goldman Sachs, JPMorgan, and Wells Fargo appear as compensation peers, without sufficient business-level comparison to establish moat coverage against them.","Net flows provide indirect demand evidence rather than cohort retention or switching-cost measurements; their definitions include dividends, interest and asset acquisitions.","Comparable-service pricing, advisory termination rights, customer switching costs, relative funding costs and defensible market shares are insufficiently disclosed.","Actual compensation grants and safeguards are disclosed, but future performance vesting and enforcement outcomes are not established. The proxy's advisory voting proposals do not establish voting results.","September results are unaudited and capital ratios are preliminary. DCP presentation changes limit simple period comparisons."],"qualityAssessments":[{"category":"moat","checks":[{"criterion":"structural_advantage","grade":null,"rationale":"Persistent flows establish a strong current franchise, but do not establish protected distribution, customer lock-in, network effects or a relative cost advantage.","evidenceIds":["e1","e2","e3","e9"]},{"criterion":"durability","grade":null,"rationale":"Five years of substantial flows demonstrate persistent demand; the underlying structural protection and its likely duration remain unestablished.","evidenceIds":["e1","e3","e8"]},{"criterion":"customer_dependency","grade":null,"rationale":"Engagement and positive net additions do not reveal how dependent existing clients are on Morgan Stanley or the cost of moving their relationships.","evidenceIds":["e3","e4","e31"]},{"criterion":"erosion_resilience","grade":null,"rationale":"Strong wealth results coexist with fee compression and institutional price competition. The evidence cannot establish the resilience of an identified structural moat.","evidenceIds":["e3","e5","e6","e13"]}]},{"category":"pricing_power","checks":[{"criterion":"realized_pricing","grade":1,"rationale":"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.","evidenceIds":["e5","e6","e7"]},{"criterion":"retention","grade":3,"rationale":"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.","evidenceIds":["e1","e2","e3","e10","e31"]},{"criterion":"margin_resilience","grade":2,"rationale":"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.","evidenceIds":["e3","e11","e12","e13","e14","e15","e33"]},{"criterion":"contractual_freedom","grade":2,"rationale":"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. 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