GROSSMAN ERIC F 4

What Happened
Eric F. Grossman, Morgan Stanley’s Chief Legal and Administrative Officer, had 22,715 performance-based shares converted to stock on 2026-02-19 (award/acquisition). To cover tax withholding on the conversion, 11,597 of those shares were withheld/disposed at $176.59 per share for a tax liability of $2,047,914, leaving a net delivery of 11,118 shares to Grossman.

Key Details

• Transaction dates: 2026-02-19 (award conversion and tax withholding); Form 4 filed 2026-02-20 (timely).
• Award: 22,715 shares acquired at $0.00 (code A — PSU conversion).
• Withholding: 11,597 shares disposed at $176.59 each, total $2,047,914 (code F — tax withholding).
• Net shares retained by insider: 11,118 (22,715 − 11,597).
• Footnotes: (F1) Shares earned upon achievement of pre-established Company average return on tangible common equity performance criteria for one-half of a PSU grant originally made Jan 18, 2023. (F2) Shares withheld to satisfy taxes on conversion.
• Shares owned after transaction: not reported in the provided filing details.

Context
This was a performance-share conversion and routine tax-withholding, not an open-market sale for liquidity. Such withholding transactions are common when restricted or performance shares vest and do not on their own indicate insider sentiment about the stock.