SAPERSTEIN ANDREW M 4

What Happened

• Andrew M. Saperstein, Co‑President of Morgan Stanley (MS), received 52,777 shares on 2026-02-19 as the vesting/conversion of performance stock units (PSUs) (transaction code A, acquisition at $0.00).
• On the same date, 26,943 of those shares were withheld to satisfy tax withholding obligations (transaction code F), reported as a disposition at $176.59 per share for a total withholding value of $4,757,864.
• The award was earned based on the company meeting pre-established average return on tangible common equity performance criteria for one-half of a PSU award granted Jan 18, 2023 (see footnote F1). The withheld shares satisfy taxes upon conversion (see footnote F2).

Key Details

• Transaction date: 2026-02-19; Form 4 filed 2026-02-20 (timely filing).
• A: 52,777 shares acquired at $0.00 (PSU conversion). F: 26,943 shares withheld/disposed at $176.59 each (≈ $4.76M total).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1 explains the PSU performance criteria and that these shares represent one-half of the PSU award from Jan 18, 2023; F2 confirms shares were withheld to cover taxes.
• Transaction types: A = Award/Grant (conversion to shares); F = shares withheld for tax withholding (treated as a disposition on the Form 4).

Context

• This was a performance-based PSU conversion and routine tax withholding, not an open-market sale. Withholding to cover taxes is common after awards vest and does not necessarily indicate a personal decision to sell shares.