Pizzi Michael A. 4

What Happened

• Michael A. Pizzi, Head of Technology & Operations at Morgan Stanley (MS), had 16,432 shares issued on March 12, 2026 as the conversion of a performance stock unit (PSU) award. The shares were issued at $0.00 (award conversion).
• To satisfy tax withholding on the conversion, 7,900 shares were withheld/disposed at $160.89 per share, generating proceeds of $1,271,031. Net shares delivered to Pizzi were 8,532 (16,432 issued less 7,900 withheld). This is an award conversion with tax withholding, not an open-market purchase.

Key Details

• Transaction dates: March 12, 2026 (reported on Form 4 filed March 13, 2026).
• Awarded shares: 16,432 shares (code A — grant/award/acquisition) at $0.00.
• Tax withholding/disposition: 7,900 shares (code F) at $160.89, value $1,271,031.
• Net shares retained by insider after withholding: 8,532 shares (16,432 − 7,900).
• Footnotes: F1 — shares earned based on achievement of pre-established relative return on tangible common equity for half of the PSU Award granted Jan 18, 2023. F2 — shares withheld to satisfy taxes upon conversion of the PSU Award.
• Filing timeliness: Filing appears timely (transaction reported the next day); no late filing flag noted in the provided excerpt.
• Transaction codes explained: A = award/grant; F = shares withheld/sold to cover tax liability (not a voluntary sale for investment).

Context

• This was a PSU conversion (performance-based award) rather than an open-market trade by the insider. The withholding of shares to pay taxes is a routine administrative action and does not necessarily indicate a change in the insider’s view of the stock.
• For retail investors: awards and tax-withholding sales are common when PSUs vest; purchases by insiders often carry clearer signals about sentiment than routine vesting/tax actions.