MORGAN STANLEY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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MORGAN STANLEY

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Notice of 2025 Annual Meeting and Proxy Statement

Dear Fellow Shareholders,

I cordially invite you to attend Morgan Stanley’s 2025 annual meeting of shareholders on Thursday, May 15, 2025, which will be conducted virtually. I hope that you will be able to attend, and if not, I encourage you to vote by proxy. Your vote is very important.

2024 was one of the best years in Morgan Stanley’s history, with the Firm delivering growth across businesses and regions with consistent performance. Throughout the year, the Firm continued to execute on its strategy of helping clients raise, manage and allocate capital.

Morgan Stanley reported record annual net revenues of $61.8 billion and net income of $13.4 billion. The Firm delivered a return on tangible common equity of 18.8% and diluted earnings per share of $7.95. The year as a whole was characterized by consistent and durable earnings, strong capital accretion and improved momentum across all our businesses. These results mark significant progress toward our objectives.

The Wealth Management and Investment Management businesses together held $7.9 trillion in client assets at the end of 2024, on track to achieving our goal of $10 trillion. These businesses are diversified and scaled, positioning us well for long-term growth. Our Wealth Management business is an industry standard in gathering assets. Fee-based flows reached $123 billion in 2024, surpassing $100 billion for the fourth consecutive year. With united leadership across our Banking and Markets franchises, our Integrated Investment Bank capitalized on an improved capital markets backdrop to deliver strong results. Morgan Stanley possesses one of the premier institutional franchises, offering global market access, leading trading and risk management capabilities. With differentiated M&A and new issue strategic advice across the Integrated Investment Bank, we are well prepared for the cycle that lies ahead.

The Integrated Firm brings together our world-class Wealth Management and Investment Management franchises with our leading Institutional Securities franchise. Our ability to deliver the Integrated Firm to our clients is supported by four pillars: strategy, culture, financial strength and growth. Consistent execution across these pillars will lay the foundation for the Firm’s continued success. A key driver of success in delivering the Integrated Firm will be the breadth and depth of our talent, alongside a strong culture and a set of values that guide our employees. We will continue to invest in our talent and in our culture, as defined by the tenets of Rigor, Humility and Partnership, to drive durable and consistent long-term results.

Morgan Stanley is well-positioned to continue to capitalize on the growth opportunities in our core businesses. We are in the early innings of a classic corporate finance upcycle. This environment will provide increased opportunities to work with our clients – whether to provide exceptional advice, deliver access to global markets, risk manage their portfolios, or grow their wealth. The Integrated Firm will work with our clients to deliver their strategic and financial objectives. In short, we are much excited about the business opportunities which lie ahead.

I would like to thank the Board of Directors for their support and guidance and recognize our excellent Independent Lead Director Tom Glocer. The Board is actively engaged throughout the year, and the Operating Committee is grateful to all of our Directors for helping position Morgan Stanley for long-term success.

Steve Luzco stepped down from our Board at the end of last year after more than five years of service. I want to thank Steve for his dedicated service and many contributions to the Board. Standing for election at the Annual Meeting will be Douglas Peterson. Doug has 40 years of experience in the financial services industry and brings an international and financial markets perspective. As the former Chief Executive Officer of S&P Global, Doug has extensive leadership and strategy experience, a distinguished global reputation, and will be an excellent addition to our Board.

MORGAN STANLEY 2025 PROXY STATEMENT 1

At the end of last year, James Gorman officially stepped down from his role as Executive Chairman. His visionary leadership transformed Morgan Stanley into a leading diversified financial institution. On behalf of the Firm, I would like to thank James for his many contributions. We wish him great success in his next chapters.

Please also read my Letter to Shareholders where I discuss our achievements and opportunities for the future in greater detail. I look forward to hearing from you at the Annual Meeting next month.

Thank you for your continued support of Morgan Stanley.

Very truly yours, TED PICK Chairman of the Board and Chief Executive Officer

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