Pizzi Michael A. 4

What Happened

• Michael A. Pizzi, Head of Technology & Operations at Morgan Stanley (MS), was issued 16,432 shares on 2026-02-19 as the earned portion of a performance stock unit (PSU) award. The award shares were acquired at $0.00.
• On the same date, 7,900 of those shares were withheld/disposed to satisfy tax withholding obligations at a price of $176.59 per share, generating proceeds of $1,395,061.

Key Details

• Transaction date: 2026-02-19; Form 4 filed: 2026-02-20 (timely filing).
• Award: 16,432 shares granted/acquired at $0.00 (PSU conversion).
• Withholding/disposition: 7,900 shares withheld/sold at $176.59 = $1,395,061 (tax withholding).
• Footnotes: F1 — Shares were earned based on achievement of Company average return on tangible common equity for half of the PSU award granted 2023-01-18. F2 — Shares were withheld to satisfy taxes upon conversion of that PSU award.
• Shares owned after transaction: not specified in the provided summary; see the Form 4 for total holdings.

Context

• This was a performance-based PSU conversion (award), with a portion of the awarded shares withheld to cover tax liabilities — a routine administrative step rather than an independent open-market sale signal. The award is an earned compensation event; the withholding is standard to meet tax obligations.