MORGAN STANLEY

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. An independent Board Chairman could also help Morgan Stanley (MS) deal with headwinds like those that emerged in 2025: Morgan Stanley is under investigation by the Financial Industry Regulatory Authority (FINRA) regarding its wealth management client vetting procedures concerning potential money-laundering risks. MS projected earnings and revenue growth rates (4.1% and 4.7% per year, respectively) were forecast to lag significantly behind the broader U.S. market averages (15.6% and 10%). This slower pace is partly attributed to intensifying competition from low-fee products and digital disruptors. Morgan Stanley planned to lay off 2,000 employees. MS incurred $144 million in severance costs related to these cuts. A national law firm is investigating potential claims of wrongful termination and discrimination related to these layoffs. Morgan Stanley was among several major financial institutions affected by a cyberattack on SitusAMC, a third-party vendor that handles sensitive mortgage data, raising concerns about potential client data exposure. Some clients experienced significant difficulties with account access and customer service following the integration of E-Trade operations into Morgan Stanley, leading to user complaints and discussions about potential class-action suits. Please vote yes: Independent Board Chairman – Proposal 4 116 MORGAN STANLEY 2026 PROXY STATEMENT TABLE OF CONTENTS Shareholder Proposals Statement of the Board Recommending a Vote Against this Proposal The Board believes that this proposal is not in the best interest of Morgan Stanley or its shareholders and opposes this proposal because: • The Board does not believe in a “one-size-fits-all” permanent and prescriptive leadership mandate that undermines our ability to adapt to changing circumstances. It is in the best interest of the Firm and its shareholders for the Board to have the flexibility to exercise its judgment to determine the optimal Board leadership structure based on applicable facts and circumstances. • The proposal lacks any empirical evidence that having an independent director serve as Chairman of the Board is in the best interests of the Firm and its shareholders. • Under our current leadership structure, we have broadly met or exceeded our Firmwide goals and in 2025, the Firm reported record net revenues and net income with strong results across all of our business segments, demonstrating the strength of our integrated firm. • The proposal fails to recognize the stature of the Board’s Independent Lead Director and our corporate governance practices and policies that ensure robust and substantial independent Board oversight of management and provide a strong, effective counterbalance to the Chairman and CEO. The “one-size-fits-all”, permanent and prescriptive board leadership mandate requested by the proposal is adverse to shareholders as it would restrict the Board’s flexibility to determine the optimal Board leadership structure based on applicable facts and circumstances. Leadership structures should reflect the Firm’s current circumstances and needs and not be dictated by a rigid mandate. Our Board leverages its experience, judgment, boardroom insight and shareholder feedback when evaluating its leadership structure and makes adjustments when appropriate. For example, the Board previously separated the Chairman and CEO roles during CEO transitions to have our former CEO serve as Chairman because it was in the best interests of the Firm and its shareholders to do so at the time. At the present time, however, the Board has determined that the Firm and its shareholders are best served with Mr. Pick, the Firm’s CEO, serving as Chairman. By serving in both positions, Mr. Pick is able to draw on his over 30 years of experience with the Firm and deep knowledge of the Firm’s businesses and culture to provide the Board, in coordination with the Independent Lead Director, strong leadership in focusing its discussions and oversight of the deliberate execution of the Firm’s strategy to raise, manage and allocate capital while upholding a culture of partnership, rigor and humility. The proposal also fails to cite any evidence that having an enduring policy that two separate people always hold the office of the Chairman and the office of CEO is in the best interests of the Firm and its shareholders. It also does not acknowledge that a majority of the boards of S&P100 companies, including all of our U.S. large bank peer companies, combine the Chairman and CEO roles. In fact, our only two U.S. large bank peer companies that previously had an independent Chairman combined the roles of Chairman and CEO in 2025. The proposal suggests that an independent Board Chairman could help the Firm “deal with headwinds” that “emerged in 2025”; however, in 2025 under our current leadership structure, the Firm broadly met or exceeded our Firmwide goals and reported record net revenues and net income with strong results across all of our business segments, demonstrating the strength of our integrated firm. In 2025, under Mr. Pick’s leadership, the Firm’s ROTCE was 21.6%, we generated record earnings per share of $10.21, and the quarterly common dividend was increased to $1.00 per share, with total dividends paid in 2025 of $6.1 billion. Moreover, in 2025, the Firm achieved market capitalization of $282 billion, retained its premium valuation among peers, and delivered total shareholder returns of 45% with Mr. Pick serving as Chairman and CEO. MORGAN STANLEY 2026 PROXY STATEMENT 117 TABLE OF CONTENTS Shareholder Proposals The proposal also fails to consider the stature of the Board’s Independent Lead Director and the Board’s other corporate governance practices and policies that ensure robust and substantial independent oversight of management as described in more detail on page 45 under “Independent Oversight of Management”. Our CEO is the only member of management on the Board and our Board members have complete and open access to other senior members of management and other Firm employees. Our Independent Lead Director, Thomas Glocer, has expansive duties as described in detail on page 45 under “Independent Lead Director” that provide a strong, effective counterbalance to the Chairman and CEO. For instance, he leads executive sessions of the Board without the Chairman and CEO present and provides feedback to the Chairman and CEO, communicates regularly with the Chairman and CEO and provides suggestions and views to the Chairman and CEO. As Independent Lead Director, Mr. Glocer brings leadership and strategic thinking to the Board and provides input into the agendas and schedules for Board meetings on behalf of the other members of the Board. As Independent Lead Director and a member of the CMDS Committee, Mr. Glocer was integrally involved in the Firm’s successful CEO succession and leadership transition process in 2023 and, as Independent Lead Director and a member of the G&S Committee, he actively participates in ongoing Board succession planning. Rigid leadership mandates such as the one requested by the proposal limit the Board’s ability to adapt and protect shareholder value. It is in the best interest of the Firm and its shareholders for the Board to have the flexibility to exercise its judgment and determine the optimal Board leadership structure based on applicable facts and circumstances. At the present time, the Board believes the Firm and its shareholders are best served with our current structure that combines the Chairman and CEO roles. Coupled with strong independent oversight by our Independent Lead Director, the Board believes that this model ensures accountability and strategic agility. Our Board unanimously recommends that you vote “AGAINST” this proposal. Proxies solicited by the Board will be voted “AGAINST” this proposal unless otherwise instructed. 118 MORGAN STANLEY 2026 PROXY STATEMENT TABLE OF CONTENTS Information About the Annual Meeting Questions and Answers Where is the Annual Meeting? In furtherance of Morgan Stanley’s commitment to reduce our carbon footprint and facilitate shareholder participation regardless of physical location, we will hold our annual meeting virtually this year at www.virtualshareholdermeeting.com/MS2026. Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy in advance of the meeting. How Do I Attend the Annual Meeting? You are entitled to attend and participate in the annual meeting only if you were a shareholder of record as of the close of business on the record date, March 16, 2026, or hold a valid proxy for the meeting. To attend the annual meeting, log into www.virtualshareholdermeeting.com/MS2026, and enter the 16-digit control number found on your Notice or proxy card or the voting instructions you received within the body of the email you received containing the proxy statement. We encourage you to access the webcast prior to the scheduled start time of the annual meeting. If you encounter any difficulties accessing the virtual annual meeting, please call the technical support number that will be posted on the virtual annual meeting log-in page at www.virtualshareholdermeeting.com/MS2026. By your attendance, you acknowledge that you have received and agreed to abide by the rules of conduct for our annual meeting that will be made available at the virtual meeting site at www.virtualshareholdermeeting.com/MS2026. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate. How Can I Ask Questions at the Annual Meeting? We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate in our virtual annual meeting as they would at an in-person meeting. Shareholders as of our record date who attend and participate in our virtual annual meeting will have an opportunity to submit questions online through the virtual meeting platform at www.virtualshareholdermeeting.com/MS2026. We will respond to questions during a designated portion of the meeting. In accordance with the rules of conduct for our annual meeting available at the virtual meeting site at www.virtualshareholdermeeting.com/MS2026, shareholders should include their name in the field provided and limit themselves to two questions in order to give as many shareholders as possible the opportunity to ask questions. If we receive substantially similar questions from multiple shareholders, we may group such questions together and provide a single response to avoid repetition. Only questions that comply with the rules of conduct for our annual meeting will be answered. Who Can Vote at the Annual Meeting? You may vote all shares of Morgan Stanley’s common stock that you owned as of the close of business on the Record Date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting. Each share of common stock entitles you to one vote on each matter voted on at the annual meeting. On the record date, 1,581,386,814 shares of common stock were outstanding. MORGAN STANLEY 2026 PROXY STATEMENT 119 TABLE OF CONTENTS Information About the Annual Meeting What Is the Quorum to Hold the Meeting? The holders of a majority of the voting power of the outstanding shares of common stock, represented in person or by proxy, constitute a quorum for the annual meeting of shareholders. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Virtual attendance at our annual meeting constitutes presence in person for purposes of a quorum at the meeting. What Vote Is Required and How Will My Votes Be Counted? The following table sets forth the vote standard applicable to each proposal, as determined by the Firm’s bylaws and applicable regulatory guidance, at a meeting at which a quorum is present. Proposal Board’s Vote Required to Adopt Proposal Effect of Effect of Recommendation Abstentions “Broker Non-Votes” Election of Directors FOR Majority of votes cast (for and against) with respect to such director* No Effect No Effect Ratification of Appointment of Auditor FOR The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon (for, against and abstain) Vote Against Not Applicable Non-Binding Advisory Vote to Approve Executive Compensation FOR The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon (for, against and abstain) Vote Against No Effect Shareholder Proposal AGAINST The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon (for, against and abstain) Vote Against No Effect * Under Delaware law, if a director does not receive a majority of votes cast in an uncontested election, the director will continue to serve on the Board. Pursuant to the bylaws, each director has submitted an irrevocable letter of resignation that becomes effective, contingent on the Board’s acceptance, if the director does not receive a majority of votes cast in an uncontested director election. In such case, if a director does not receive a majority of votes cast, the Board will make a determination to accept or reject the resignation and publicly disclose its decision within 90 days after the certification of the election results. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Is My Vote Confidential? Our bylaws provide that your vote is confidential and will not be disclosed to any officer, director or employee, except in certain limited circumstances such as when you request or consent to disclosure. Voting of the shares held in the 401(k) Plan also is confidential. How Do I Submit Voting Instructions for Shares Held Through a Broker? If you hold shares through a broker, follow the voting instructions you receive from your broker. If you do not submit voting instructions, the broker will submit a proxy for your shares voting discretionary items but will not vote non-discretionary items. This results in a “broker non-vote” for non-discretionary items. • All items, other than the ratification of the appointment of Morgan Stanley’s independent auditor, are “non-discretionary” items. It is critically important that you submit your voting instructions if you want your shares to count for non-discretionary items. Your shares will remain unvoted for such items if your NYSE member broker does not receive voting instructions from you. ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ • The ratification of the appointment of Morgan Stanley’s independent auditor is a “discretionary” item. ---------------------------------------------------------------------------------------------------------- 120 MORGAN STANLEY 2026 PROXY STATEMENT TABLE OF CONTENTS Information About the Annual Meeting How Do I Submit Voting Instructions for Shares Held in My Name? If you hold shares as a record shareholder, you may have your shares voted by submitting a proxy for your shares by mail, telephone or online as described on the proxy card. If you submit your proxy online, you may incur internet access charges. Submitting your proxy will not limit your right to vote at the annual meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your proxy in accordance with the procedures described below (see “How Can I Revoke My Proxy?”). If you submit a signed proxy card without indicating your voting instructions, the person voting the proxy will vote your shares according to the Board’s recommendations. How Do I Submit Voting Instructions for Shares Held in Employee Plans? If you hold shares in, or have been awarded stock units under, certain employee plans, you will separately receive directions on how to submit your voting instructions. Shares held in the following employee plans also are subject to the following rules: 401(k) Plan. The Northern Trust Company (Northern Trust), the 401(k) Plan’s trustee, must receive your voting instructions for the common stock held on your behalf in the 401(k) Plan on or before May 11, 2026. If Northern Trust does not receive your voting instructions by that date, it will vote such shares together with other unvoted, forfeited and unallocated shares in the 401(k) Plan in the same proportion as the voting instructions that it receives from other participants in the 401(k) Plan. On March 16, 2026, there were 24,984,905 shares in the 401(k) Plan. Other Equity-Based Plans. State Street Global Advisors Trust Company acts as trustee for the Trust that holds shares of common stock underlying stock units awarded to employees under several of Morgan Stanley’s equity-based plans. Employees allocated shares held in the Trust must submit their voting instructions for receipt by the trustee on or before May 11, 2026. If the trustee does not receive your instructions by that date, it will vote such shares, together with shares held in the Trust that are unallocated or held on behalf of former Morgan Stanley employees and employees in certain jurisdictions outside the United States, in the same proportion as the voting instructions that it receives for shares held in the Trust in connection with such plans. On March 16, 2026, 46,912,264 shares were held in the Trust in connection with such plans. How Can I Revoke My Proxy? You can revoke your proxy at any time before your shares are voted by (1) delivering a written revocation notice prior to the annual meeting to Martin M. Cohen, Corporate Secretary, Morgan Stanley, 1585 Broadway, Suite C, New York, New York 10036; (2) submitting a later-dated proxy that we receive no later than when the polls close during the annual meeting; or (3) voting at the annual meeting. Attending the annual meeting does not revoke your proxy unless you vote at the meeting. Why Did I Receive a One-Page Notice Regarding the Internet Availability of Proxy Materials? Pursuant to SEC rules, we are mailing to certain of our shareholders a Notice about the availability of proxy materials on the internet instead of paper copies of the proxy materials. This process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our annual meeting. All shareholders receiving the Notice will have the ability to access the proxy materials and submit a proxy online. It is important that you submit your proxy to have your shares voted. MORGAN STANLEY 2026 PROXY STATEMENT 121 TABLE OF CONTENTS Information About the Annual Meeting Instructions on how to access the proxy materials online or to request a paper copy of the proxy materials may be found in the Notice. The Notice is not a proxy card and cannot be returned to submit your vote. You must follow the instructions on the Notice to submit your proxy to have your shares voted. Other Business We do not know of any other matters that may be presented for action at the meeting other than those described in this proxy statement. If any other matter is properly brought before the meeting, the proxy holders will vote on such matter in their discretion as permitted under SEC rules. How Can I Submit a Shareholder Proposal or Nominate a Director for the 2027 Annual Meeting? Shareholders intending to present a proposal at the 2027 annual meeting and have it included in our proxy statement for that meeting must submit the proposal in writing to Martin M. Cohen, Corporate Secretary, 1585 Broadway, Suite C, New York, New York 10036 or by email to [email protected]. We must receive the proposal no later than December 3, 2026. Shareholders intending to present a proposal at the 2027 annual meeting (but not to include the proposal in our proxy statement) or to nominate a person for election as a director (but not to include such nominee in our proxy materials) must comply with the requirements set forth in our bylaws. The bylaws require, among other things, that our Corporate Secretary receive written notice from the record shareholder of intent to present such proposal or nomination no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the anniversary of the preceding year’s annual meeting. Therefore, the Firm must receive notice of such a proposal or nomination for the 2027 annual meeting no earlier than the close of business on January 14, 2027, and no later than the close of business on February 13, 2027. The notice must contain the information required by the bylaws. As described under “Corporate Governance Matters — Corporate Governance Practices — Shareholder Rights and Accountability,” we have adopted proxy access. Under our bylaws, shareholders who meet the requirements set forth in our bylaws may nominate a person for election as a director and include such nominee in our proxy materials. The bylaws require, among other things, that our Corporate Secretary receive written notice of the nomination no earlier than the close of business on the 150th day and no later than the close of business on the 120th day prior to the anniversary of the mailing date of the proxy statement for the preceding year’s annual meeting. Therefore, the Firm must receive notice of such a nomination for the 2027 annual meeting no earlier than the close of business on November 3, 2026, and no later than the close of business on December 3, 2026. Our bylaws are available at www.morganstanley.com/about-us-governance, or upon request to our Corporate Secretary. What Are the Costs of Soliciting Proxies for the Annual Meeting? We will pay the expenses for the preparation of the proxy materials and the solicitation by the Board of your proxy. Our directors, officers and employees, who will receive no additional compensation for soliciting, and D.F. King & Co., Inc. (D.F. King) may solicit your proxy, in person or by telephone, mail, or other means of communication. We will pay D.F. King fees not exceeding $30,000 plus expenses. We will also reimburse brokers, including our subsidiary broker-dealers and other nominees, for costs they incur mailing proxy materials. 122 MORGAN STANLEY 2026 PROXY STATEMENT TABLE OF CONTENTS Information About the Annual Meeting What if I Share an Address with Another Shareholder? “Householding” reduces our printing and postage costs by permitting us to send one Letter to Shareholders, proxy statement and Annual Report on Form 10-K to shareholders sharing an address (unless we have received contrary instructions from one or more of the shareholders sharing that address). Shareholders may request to discontinue or begin householding by contacting Broadridge Financial Services at (866) 540-7095 or by sending a written request to Broadridge Financial Services, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Any householded shareholder may request prompt delivery of a copy of the Letter to Shareholders, proxy statement or Annual Report on Form 10-K by contacting us at (212) 762-8131 or may write to us at Investor Relations, 1585 Broadway, New York, NY 10036. How Can I Consent to Electronic Delivery of Annual Meeting Materials? This proxy statement, the Letter to Shareholders and the 2025 Form 10-K are available on our website at www.morganstanley.com/2026ams. You can save the Firm postage and printing expense by consenting to access these documents online. If you consent, you will receive notification next year when these documents are available with instructions on how to view them and submit voting instructions. You may sign up for this service through enroll.icsdelivery.com/ms. If you hold your shares through a bank, broker or other holder of record, contact the record holder for information regarding electronic delivery of materials. Your consent to electronic delivery will remain in effect until you revoke it. If you choose electronic delivery, you may incur costs, such as cable, telephone and internet access charges, for which you will be responsible. MORGAN STANLEY 2026 PROXY STATEMENT 123 TABLE OF CONTENTS TABLE OF CONTENTS