UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

~~____________________________~~SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~____________________________~~CURRENT REPORT

~~CURRENT REPORT~~ Pursuant toTo Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~the ofSecurities ~~report~~Exchange ~~(Date~~Act of ~~earliest event reported): May 14, 2026~~1934

~~Morgan~~Date ~~Stanley (Exact~~of ~~Name~~report (Date of ~~Registrant as~~earliest ~~Specified~~event ~~in Charter~~reported): June 24, 2026

Delaware	1-11758	36-3145972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1585 Broadway, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

Morgan Stanley

(Exact Name of Registrant

as Specified in Charter)

Delaware	1-11758	36-3145972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1585 Broadway, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 761-4000

Not Applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

~~____________________________~~(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MS	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series A, $0.01 par value	MS/PA	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, $0.01 par value	MS/PE	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, $0.01 par value	MS/PF	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $0.01 par value	MS/PI	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, $0.01 par value	MS/PK	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 4.875% Non-Cumulative Preferred Stock, Series L, $0.01 par value	MS/PL	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series O, $0.01 par value	MS/PO	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.500% Non-Cumulative Preferred Stock, Series P, $0.01 par value	MS/PP	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.625% Non-Cumulative Preferred Stock, Series Q, $0.01 par value	MS/PQ	New York Stock Exchange
Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)	MS/29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

AtOn ~~the~~June 24, 2026, ~~Annual Meeting of Shareholders (the “Annual Meeting”) of~~ Morgan Stanley (the “Company”) ~~held~~announced onit ~~Thursday,~~will ~~May~~increase ~~14,~~its ~~2026,~~quarterly ~~the~~common ~~shareholders of~~stock ~~the~~dividend ~~Company~~to in$1.15 ~~attendance~~per ~~(the~~share ~~“Shareholders”),~~from ~~constituting a quorum under~~ the ~~Amended~~current ~~and~~$1.00 per ~~Restated~~share, ~~Bylaws~~beginning ofwith the ~~Company, voted~~common onstock ~~proposals~~dividend expected to: ~~(i)~~be ~~elect~~declared ~~directors~~by to the Company’s Board of Directors (the “Board”), in ~~(ii) ratify~~ the ~~appointment of~~quarter ~~Deloitte~~ending &September ~~Touche~~30, ~~LLP~~2026 as (the ~~Company’s~~“third ~~independent~~quarter”). ~~auditor~~In ~~for~~addition, the ~~2026~~Board ~~fiscal~~reauthorized a multi-year ~~and~~common ~~(iii)~~equity share ~~approve~~repurchase ~~the~~program ~~compensation~~ of ~~the~~ ~~Company’s~~up ~~named~~to ~~executive~~$20 ~~officers~~billion, aswithout ~~disclosed~~a inset ~~the~~expiration ~~proxy~~date, ~~statement~~beginning ~~filed~~in ~~with~~ the Uthird quarter.S. ~~Securities~~The ~~and~~share ~~Exchange Commission~~repurchases onwill ~~April~~be 2,exercised ~~2026~~from ~~for~~time ~~the~~to ~~Annual~~time ~~Meeting~~at (prices the ~~“2026~~Company ~~Proxy”)~~deems (aappropriate, ~~non-binding~~subject ~~advisory~~to ~~vote).~~various ~~The~~considerations, ~~Shareholders~~including ~~also~~current ~~voted on a~~market ~~shareholder~~conditions, ~~proposal~~the ~~requesting~~Company’s ancapital ~~independent~~position ~~Board~~and ~~Chairman~~future ~~(the~~economic ~~“Shareholder~~and ~~Proposal”)~~earnings outlook.

AtOn ~~the~~June ~~Annual~~24, ~~Meeting~~2026, ~~all nominees~~the ~~for~~Board ~~election~~of toGovernors of the ~~Board~~Federal ~~were~~Reserve ~~elected~~System by (the ~~Shareholders.~~“Federal ~~The~~Reserve”) ~~Shareholders~~published ~~also~~summary ~~voted~~results toof ~~ratify~~its ~~the~~2026 ~~appointment~~supervisory ofstress ~~Deloitte~~tests, which &do ~~Touche~~not ~~LLP~~impact as the Company’s ~~independent~~Stress ~~auditor~~Capital ~~for~~Buffer ~~the~~(“SCB”) ~~2026 fiscal year~~requirement. ~~The~~On ~~proposal~~February to4, ~~approve~~2026, the ~~compensation~~Federal ofReserve ~~the~~announced that it expects the Company’s ~~named~~will ~~executive~~continue ~~officers~~to asbe ~~disclosed~~subject into ~~the~~its ~~2026~~current ~~Proxy,~~SCB ~~through~~requirement anof ~~advisory~~4.3% ~~vote,~~until ~~was~~October ~~also~~1, ~~approved~~2027, byat ~~the~~which ~~Shareholders.~~time a ~~The~~new ~~Shareholder~~SCB ~~Proposal~~requirement ~~was~~may ~~not~~apply ~~approved~~based byon the ~~Shareholders~~results of the supervisory stress test conducted in 2027.

~~The~~A ~~number~~copy of ~~votes cast for or against and~~ the ~~number~~ ofpress ~~abstentions~~release ~~and broker non-votes with respect~~ relating to ~~each~~this ~~proposal,~~announcement ~~as applicable,~~ is ~~set~~attached ~~forth~~as ~~below~~Exhibit 99.1 ~~The~~hereto ~~Company’s~~and ~~independent inspector~~is ofincorporated ~~election~~herein ~~reported~~by ~~the final vote of the Shareholders as follows:~~reference.

1.	Election of Directors	For	Against	Abstain	Broker Non –vote
	Megan Butler	1,299,985,511	3,277,415	1,357,903	125,821,176
	Thomas H. Glocer	1,268,631,948	34,558,623	1,430,258	125,821,176
	Lynn J. Good	1,301,268,949	2,007,521	1,344,359	125,821,176
	Robert H. Herz	1,275,262,195	27,903,393	1,455,241	125,821,176
	Yasushi Itagaki	1,285,739,376	17,395,111	1,486,342	125,821,176
	Erika H. James	1,288,494,076	14,216,309	1,910,444	125,821,176
	Hironori Kamezawa	1,290,851,001	12,382,778	1,387,050	125,821,176
	Shelley B. Leibowitz	1,299,856,463	3,452,988	1,311,378	125,821,176
	Jami Miscik	1,291,095,149	11,953,897	1,571,783	125,821,176
	Dennis M. Nally	1,275,505,165	27,690,150	1,425,514	125,821,176
	Douglas L. Peterson	1,300,433,543	2,763,080	1,424,206	125,821,176
	Edward Pick	1,256,017,336	47,553,203	1,050,290	125,821,176
	Mary L. Schapiro	1,292,565,785	10,140,627	1,914,417	125,821,176
	Perry M. Traquina	1,292,181,752	10,987,771	1,451,306	125,821,176
	Rayford Wilkins, Jr.	1,228,916,323	74,130,880	1,573,626	125,821,176
2.	Ratification of Appointment of Independent Auditor	1,370,205,219	59,100,918	1,135,868	*
3.	Approval of Compensation of Executives (Non-Binding Advisory Vote)	1,245,481,864	55,201,562	3,937,403	125,821,176
4.	Shareholder Proposal Requesting an Independent Board Chairman	355,638,968	945,031,665	3,950,186	125,821,176

Forward-Looking Statements

*This ~~Not~~Current ~~applicable~~Report on Form 8-K (including the Exhibit hereto) contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management’s current estimates, projections, expectations, assumptions, interpretations or beliefs of the Company’s future results, regulatory capital levels and future capital actions, including common stock dividends and common equity share repurchases, and which are subject to risks and uncertainties that may cause actual results to differ materially. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements. For a discussion of additional risks and uncertainties that may affect the future results, regulatory capital levels and future capital actions of the Company, please see “Forward-Looking Statements” preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Risk” in Part II, Item 7A, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other items throughout the Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments thereto.

SIGNATURE

Item 9.01.		Financial Statements and Exhibits.
(d)		Exhibits
Exhibit
Number		Description
99.1		Press Release of the Company, dated June 24, 2026.
101		Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBL”).
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

	MORGAN STANLEY (Registrant)
Date: May 15, 2026	By	/s/ Martin M. Cohen
		Name:	Martin M. Cohen
		Title:	Corporate Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		MORGAN STANLEY (Registrant)

Date:	June 24, 2026	By:	/s/ Martin M. Cohen
			Name:	Martin M. Cohen
			Title:	Corporate Secretary

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