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MORGAN STANLEY

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

MS$187.10+3.1%Stored close · as of Nov 9, 2026

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Contents

Regulatory Requirements

Regulatory Capital Framework

We are a financial holding company (“FHC”) under the Bank Holding Company Act of 1956, as amended and are subject to the regulation and oversight of the Board of Governors of the Federal Reserve System (“Federal Reserve”). The Federal Reserve establishes capital requirements for us, including “well-capitalized” standards, and evaluates our compliance with such capital requirements. The OCC establishes similar capital requirements and well-capitalized standards for our U.S. Bank Subsidiaries. The regulatory capital requirements are largely based on the Basel III capital standards established by the Basel Committee and on certain provisions of the Dodd-Frank Act. For us to remain an FHC, we must remain well-capitalized in accordance with standards established by the Federal Reserve, and our U.S. Bank Subsidiaries must remain well-capitalized in accordance with standards established by the OCC. In addition, many of our regulated subsidiaries are subject to regulatory capital requirements, including regulated subsidiaries registered as swap dealers with the CFTC or conditionally registered as security-based swap dealers with the SEC or registered as broker-dealers or futures commission merchants. For additional information on regulatory capital requirements for our U.S. Bank Subsidiaries, as well as our subsidiaries that are swap entities, see Note 15 to the financial statements.

Regulatory Capital Requirements

We are required to maintain minimum risk-based and leverage-based capital and TLAC ratios. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Capital Requirements” in the 2025 Form 10-K. For additional information on TLAC, see “Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” herein.

Risk-Based Regulatory Capital. Risk-based capital ratio requirements apply to Common Equity Tier 1 (“CET1”) capital, Tier 1 capital and Total capital (which includes Tier 2 capital), each as a percentage of RWA, and consist of regulatory minimum required ratios plus our capital

June 2026 Form 10-Q23

Table of Contents

Management’s Discussion and Analysis

conservation buffer requirement. Capital requirements require certain adjustments to, and deductions from, capital for purposes of determining these ratios.

Capital Buffer Requirements

At June 30, 2026 and December 31, 2025
StandardizedAdvanced
Capital buffers
Fixed 2.5% buffer—%2.5%
SCB14.3%N/A
G-SIB capital surcharge23.0%3.0%
CCyB3—%—%
Capital conservation buffer requirement7.3%5.5%
  1. For additional information on the SCB, see “Capital Plans, Stress Tests and the Stress Capital Buffer” herein and in the 2025 Form 10-K.

  2. For a further discussion of the G-SIB capital surcharge, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—G-SIB Capital Surcharge” in the 2025 Form 10-K.

  3. The CCyB can be set up to 2.5%, but is currently set by the Federal Reserve at zero.

The capital conservation buffer requirement represents the amount of CET1 capital we must maintain above the minimum risk-based capital requirements in order to avoid restrictions on our ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers. Our capital conservation buffer requirement computed under the standardized approaches for calculating credit risk and market RWAs (“Standardized Approach”) is equal to the sum of our SCB, G-SIB capital surcharge and CCyB, and our capital conservation buffer requirement computed under the applicable advanced approaches for calculating credit risk, market risk and operational risk RWAs (“Advanced Approach”) is equal to the sum of a fixed 2.5% buffer, our G-SIB capital surcharge and CCyB.

Regulatory Minimum · At June 30, 2026 and December 31, 2025
Standardized · Advanced
CET1 capital ratio4.5%11.8%10.0%
Tier 1 capital ratio6.0%13.3%11.5%
Total capital ratio8.0%15.3%13.5%
  1. Required ratios represent the regulatory minimum plus the capital conservation buffer requirement.

Our risk-based capital ratios are computed under each of (i) the Standardized Approach and (ii) the Advanced Approach. The credit risk RWA calculations between the two approaches differ in that the Standardized Approach requires calculation of RWA using prescribed risk weights and exposure methodologies, whereas the Advanced Approach utilizes models to calculate exposure amounts and risk weights. At June 30, 2026 and December 31, 2025, the differences between the actual and required ratios were lower under the Standardized Approach.

Leverage-Based Regulatory Capital. Leverage-based capital requirements include a minimum Tier 1 leverage ratio of 4%, a minimum SLR of 3% and an enhanced supplementary

leverage ratio (“eSLR”) capital buffer of at least 0.5%. As of January 1, 2026, the Firm and its U.S. Bank Subsidiaries elected to early adopt the final rulemaking on changes to the eSLR by the U.S. banking agencies. Under the final rule, the eSLR buffer applicable to U.S. G-SIBs equals 50% of each BHC’s Method 1 G-SIB capital surcharge, which equates to 0.5% for the Firm, applied above the 3.0% minimum SLR requirement. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Developments and Other Matters—Final Rulemaking on Changes to the Enhanced Supplementary Leverage Ratio” in the 2025 Form 10-K.

Regulatory Capital Ratios

Risk-based capital

StandardizedAdvanced
$ in millionsAtJune 30,2026AtDec 31,2025AtJune 30,2026AtDec 31,2025
Risk-based capital
CET1 capital$87,568$83,153$87,568$83,153
Tier 1 capital97,21792,72897,21792,728
Total capital108,916103,449108,243102,680
Total RWA589,397552,515539,839514,158
Risk-based capital ratios
CET1 capital14.9%15.0%16.2%16.2%
Tier 1 capital16.5%16.8%18.0%18.0%
Total capital18.5%18.7%20.1%20.0%
CET1 capital11.8%11.8%10.0%10.0%
Tier 1 capital13.3%13.3%11.5%11.5%
Total capital15.3%15.3%13.5%13.5%
  1. Required ratios are inclusive of any buffers applicable as of the date presented.

Leveraged-based capital

$ in millionsAtJune 30,2026AtDecember 31,2025
Leveraged-based capital
Adjusted average assets1$1,608,012$1,383,314
Supplementary leverage exposure21,970,8841,717,775
Leveraged-based capital ratios
Tier 1 leverage6.0%6.7%
SLR4.9%5.4%
Tier 1 leverage4.0%4.0%
SLR3.5%5.0%
  1. Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, non-cash after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments, certain deferred tax assets and other capital deductions.

  2. Supplementary leverage exposure is the sum of Adjusted average assets used in the Tier 1 leverage ratio and other adjustments, primarily: (i) for derivatives, potential future exposure and the effective notional principal amount of sold credit protection offset by qualifying purchased credit protection; (ii) the counterparty credit risk for repo-style transactions; and (iii) the credit equivalent amount for off-balance sheet exposures.

  3. Required ratios are inclusive of any buffers applicable as of the date presented.

24June 2026 Form 10-Q

Table of Contents

Management’s Discussion and Analysis

Regulatory Capital

$ in millionsAtJune 30,2026AtDecember 31,2025Change
CET1 capital
Common shareholders' equity$106,579$101,882$4,697
Regulatory adjustments and deductions:
Net goodwill(16,731)(16,373)(358)
Net intangible assets(4,549)(4,663)114
Other adjustments and deductions12,2692,307(38)
Total CET1 capital$87,568$83,153$4,415
Additional Tier 1 capital
Preferred stock$9,750$9,750$—
Noncontrolling interests86682343
Additional Tier 1 capital$10,616$10,573$43
Deduction for investments in covered funds(967)(998)31
Total Tier 1 capital$97,217$92,728$4,489
Standardized Tier 2 capital
Subordinated debt$9,326$8,380$946
Eligible ACL2,5112,411100
Other adjustments and deductions(138)(70)(68)
Total Standardized Tier 2 capital$11,699$10,721$978
Total Standardized capital$108,916$103,449$5,467
Advanced Tier 2 capital
Subordinated debt$9,326$8,380$946
Eligible credit reserves1,8381,642196
Other adjustments and deductions(138)(70)(68)
Total Advanced Tier 2 capital$11,026$9,952$1,074
Total Advanced capital$108,243$102,680$5,563
  1. Other adjustments and deductions used in the calculation of CET1 capital primarily includes net after-tax DVA, the credit spread premium over risk-free rate for derivative liabilities, defined benefit pension plan assets, non-cash after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments and certain deferred tax assets.

RWA Rollforward

Six Months EndedJune 30, 2026
$ in millionsStandardizedAdvanced
Credit risk RWA
Balance at December 31, 2025$493,206$349,930
Change related to the following items:
Derivatives7,0873,492
Securities financing transactions8,107(656)
Investment securities(170)(1,518)
Commitments, guarantees and loans10,97914,589
Equity investments4761,723
Other credit risk8,4686,257
Total change in credit risk RWA$34,947$23,887
Balance at June 30, 2026$528,153$373,817
Market risk RWA
Balance at December 31, 2025$59,309$59,345
Change related to the following items:
Regulatory VaR888888
Regulatory stressed VaR1,5271,527
Incremental risk charge110110
Comprehensive risk measure448650
Specific risk(1,038)(1,219)
Total change in market risk RWA$1,935$1,956
Balance at June 30, 2026$61,244$61,301
Operational risk RWA
Balance at December 31, 2025N/A$104,883
Change in operational risk RWAN/A(162)
Balance at June 30, 2026N/A$104,721
Total RWA$589,397$539,839

Regulatory VaR—VaR for regulatory capital requirements

In the current year period, Credit risk RWA increased under both the Standardized and Advanced Approaches. Under the Standardized Approach, the increase was primarily due to higher Commitments, guarantees and loans, Securities financing transactions, Other credit risk and Derivatives exposures, particularly in equities. Under the Advanced Approach, the increase was primarily due to higher Commitments, guarantees and loans and Other credit risk.

Market risk RWA increased in the current year period under both the Standardized and Advanced Approaches, primarily driven by higher Regulatory stressed VaR and Regulatory VaR, partially offset by Specific Risk due to securitization standardized charges.

Operational risk RWA in the current year period remained relatively unchanged.

Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements

The Federal Reserve has established external TLAC, long-term debt (“LTD”) and clean holding company requirements for top-tier BHCs of U.S. G-SIBs (“covered BHCs”), including the Parent Company. These requirements are designed to ensure that covered BHCs will have enough loss-absorbing resources at the point of failure to be recapitalized through the conversion of eligible LTD to equity or otherwise

June 2026 Form 10-Q25

Table of Contents

Management’s Discussion and Analysis

by imposing losses on eligible LTD or other forms of TLAC where an SPOE resolution strategy is used.

Required and Actual TLAC and Eligible LTD Ratios

Actual Amount/Ratio
$ in millionsRegulatory MinimumRequired Ratio1AtJune 30,2026AtDecember 31,2025
External TLAC2$309,006$284,259
External TLAC as a % of RWA18.0%21.5%52.4%51.4%
External TLAC as a % of leverage exposure47.5%8.0%15.7%16.5%
Eligible LTD3$204,872$181,401
Eligible LTD as a % of RWA9.0%9.0%34.8%32.8%
Eligible LTD as a % of leverage exposure43.0%3.0%10.4%10.6%
  1. Required ratios are inclusive of applicable buffers.

  2. External TLAC consists of CET1 capital and Additional Tier 1 capital (each excluding any noncontrolling minority interests), as well as eligible LTD.

  3. Consists of TLAC-eligible LTD reduced by 50% for amounts of unpaid principal due to be paid in more than one year but less than two years from each respective balance sheet date.

  4. As of December 31, 2025, the required ratio for External TLAC as a percentage of leverage exposure was 9.5%, and the regulatory minimum and required ratio for Eligible LTD as a percentage of leverage exposure was 4.5%.

We are in compliance with all TLAC requirements as of June 30, 2026 and December 31, 2025.

For a further discussion of TLAC and related requirements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Total Loss-Absorbing Capacity, Long-Term Debt and Clean Holding Company Requirements” in the 2025 Form 10-K.

Capital Plans, Stress Tests and the Stress Capital Buffer

The Federal Reserve has capital planning and stress test requirements for large BHCs, which form part of the Federal Reserve’s annual CCAR framework.

We must submit, on at least an annual basis, a capital plan to the Federal Reserve, taking into account the results of separate annual stress tests designed by us and the Federal Reserve, so that the Federal Reserve may assess our systems and processes that incorporate forward-looking projections of revenues and losses to monitor and maintain our internal capital adequacy.

During 2026, as insured depository institutions (“IDIs”) with less than $250 billion of average total assets over the four most recent consecutive quarters through March 31, 2025, our U.S. Bank Subsidiaries are not subject to company-run stress test regulatory requirements by the OCC. Beginning in 2027, based on its average total assets over the four most recent consecutive quarters through March 31, 2026, MSBNA will become subject to company-run stress test regulatory requirements.

As part of its annual capital supervisory stress testing process, the Federal Reserve determines an SCB for each large BHC, including us.

In 2025, the Federal Reserve proposed revisions to the SCB, CCAR and supervisory stress testing frameworks. While those proposals are under review, the Firm remains subject to its current SCB requirement of 4.3% through October 1, 2027, at which time a new SCB requirement may apply based on the results of the supervisory stress test conducted in 2027. Together with other features of the regulatory capital framework, this SCB resulted in an aggregate Standardized Approach CET1 required ratio of 11.8%. See “Regulatory Developments and Other Matters—Proposed Changes to Capital Requirements” and “Regulatory Developments and Other Matters—Supervisory Stress Testing” herein.

For the 2026 capital planning and stress test cycle, we submitted our capital plan and company-run stress test results to the Federal Reserve on April 6, 2026. On June 24, 2026, the Federal Reserve published summary results of its supervisory stress tests of each large BHC, which do not impact firms’ SCB requirements. We also disclosed a summary of the results of our company-run stress tests on our Investor Relations website and increased our quarterly common stock dividend to $1.15 per share from $1.00, beginning with the common stock dividend announced on July 15, 2026.

For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Capital Plans, Stress Tests and the Stress Capital Buffer” in the 2025 Form 10-K.

Attribution of Average Common Equity According to the Required Capital Framework

Our required capital (“Required Capital”) estimation is based on the Required Capital framework, an internal capital adequacy measure. Common equity attribution to the business segments is based on capital usage calculated under the Required Capital framework, as well as each business segment’s relative contribution to our total Required Capital.

The Required Capital framework is a risk-based and leverage-based capital measure, which is compared with our regulatory capital to ensure that we maintain an amount of going concern capital after absorbing potential losses from stress events, where applicable, at a point in time. The amount of capital allocated to the business segments is generally set at the beginning of each year and remains fixed throughout the year until the next annual reset unless a significant business change occurs (e.g., acquisition or disposition). We define the difference between our total average common equity and the sum of the average common equity amounts allocated to our business segments as Parent Company common equity. We generally hold Parent Company common equity for

26June 2026 Form 10-Q

Table of Contents

Management’s Discussion and Analysis

prospective regulatory requirements, organic growth, potential future acquisitions and other capital needs.

Average Common Equity Attribution under the Required Capital Framework 1

Three Months EndedJune 30,Six Months EndedJune 30,
$ in billions2026202520262025
Institutional Securities$48.2$48.4$48.2$48.4
Wealth Management28.729.428.729.4
Investment Management10.210.610.210.6
Parent Company17.89.116.78.0
Total$104.9$97.5$103.8$96.4
  1. The attribution of average common equity to the business segments is a non-GAAP financial measure. See “Selected Non-GAAP Financial Information” herein.

We continue to evaluate our Required Capital framework with respect to the impact of evolving regulatory requirements, as appropriate.

Resolution and Recovery Planning

We are required to submit once every two years to the Federal Reserve and the FDIC a resolution plan that describes our strategy for a rapid and orderly resolution under the U.S. Bankruptcy Code in the event of our material financial distress or failure. We submitted our 2025 targeted resolution plan on June 30, 2025. In May 2026, we received joint feedback on our 2025 targeted resolution plan from the agencies, with no shortcomings or deficiencies identified.

As described in our most recent resolution plan, our preferred resolution strategy is an SPOE strategy, which would impose losses on the holders of eligible LTD and other forms of eligible TLAC issued by the Parent Company before any losses are imposed on creditors of our supported entities and without requiring taxpayer or government financial support.

For more information about resolution and recovery planning requirements and our activities in these areas, including the implications of such activities in a resolution scenario, see “Business—Supervision and Regulation—Financial Holding Company—Resolution and Recovery Planning,” “Risk Factors—Legal, Regulatory and Compliance Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Requirements—Resolution and Recovery Planning” in the 2025 Form 10-K.

Regulatory Developments and Other Matters

Proposed Changes to Capital Requirements

On April 17, 2025, the Federal Reserve proposed revisions to the SCB and CCAR frameworks applicable to us, aimed at reducing the volatility of the capital requirements stemming from the Federal Reserve’s annual stress test results. Under the proposal, our SCB would be based, in part, on the average of the post-stress capital decline embedded in the Federal Reserve’s stress test results over two consecutive years.

Additionally, the proposal would shift the annual effective date of the revised SCB from October 1 to January 1 of the following year and modify certain elements of the Federal Reserve’s CCAR program.

Supervisory Stress Testing

On October 24, 2025, the Federal Reserve proposed revisions to its supervisory stress testing framework through two related proposals. The first proposal would modify the timeline and operation of the annual supervisory stress test, including through revisions to the Federal Reserve’s supervisory stress testing policy statements, and solicits comment on the Federal Reserve’s supervisory stress testing models. The second proposal solicited comment on the Federal Reserve’s proposed scenarios for the 2026 supervisory stress test. On February 4, 2026, the Federal Reserve finalized the second proposal, and in addition announced that it expects the Firm will continue to be subject to its current SCB requirement of 4.3% until October 1, 2027. We continue to monitor developments related to the open proposal.

Basel III Proposal

On March 19, 2026, the U.S. banking agencies proposed revisions to risk-based capital and related standards applicable to Category I and II banking organizations, including us and our U.S. Bank Subsidiaries (“Basel III Proposal”). The Basel III Proposal would introduce a new measure of RWAs known as “Expanded Total RWAs” (the “Expanded Approach”), reflecting new RWA methodologies that generally align with changes to the global Basel Accord adopted by the Basel Committee. The Basel III Proposal would eliminate the current capital rule’s Advanced Approach and require Category I and II banking organizations to calculate RWAs only under the Expanded Approach, with the Standardized Approach retained for smaller banking organizations. As compared with the Standardized Approach, the Expanded Approach includes more granular risk weights for credit risk and introduces a new market risk framework. In addition, unlike the Standardized Approach, the Expanded Approach includes operational risk and credit valuation adjustment RWA components.

The Basel III Proposal would apply the SCB and G-SIB Surcharge to risk-based capital requirements calculated under the Expanded Approach. The effective date of the Basel III Proposal is unspecified in the Basel III Proposal. We continue to evaluate the Basel III Proposal and its potential impacts on our capital requirements and our Required Capital Framework, which will depend in part on related changes to the Federal Reserve’s supervisory stress testing framework and its related proposed rulemaking to revise the G-SIB Surcharge.

June 2026 Form 10-Q27

Table of Contents

Management’s Discussion and Analysis

G-SIB Surcharge Proposal

On March 19, 2026, the Federal Reserve proposed revisions to the G-SIB Surcharge framework applicable to us (“G-SIB Surcharge Proposal”). The G-SIB Surcharge Proposal would modify Method 2 by adjusting the calculation and weighting of the short-term wholesale funding component and, for other systemic indicators, introducing a one-time downward adjustment. All Method 2 systemic indicators would be indexed in the future to nominal U.S. GDP. In addition, for Method 2, the G-SIB Surcharge Proposal would require measurement of most systemic indicators based on the annual average of daily or monthly values and would revise the resulting G-SIB Surcharge from 0.5-percentage point increments to 0.1-percentage point increments. The G-SIB Surcharge Proposal would also result in corresponding technical changes to Method 1 G-SIB surcharge requirements. The G-SIB Surcharge Proposal includes a proposed effective date two calendar quarters after the date of adoption of a final rule by the Federal Reserve and new surcharges calculated under the revised methodology would take effect at a later date. We continue to evaluate the G-SIB Surcharge Proposal and the potential impacts, if adopted, on our capital requirements and our Required Capital Framework.

28June 2026 Form 10-Q
ContentsView on SEC.gov

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