MORGAN STANLEY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Notice of 2026 Annual Meeting and Proxy Statement

April 2, 2026

Dear Fellow Shareholders,

I cordially invite you to attend Morgan Stanley’s 2026 annual meeting of shareholders on Thursday, May 14, 2026, 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. Morgan Stanley delivered record revenues and net income in 2025. This outstanding performance reflects the deliberate execution of our strategy, the strength of our diversified business model and the extraordinary talent of our people. The Firm’s trusted advisor franchise delivered growth across businesses and regions with consistent performance throughout the year. Morgan Stanley produced full-year net revenues of $70.6 billion, diluted earnings per share of $10.21 and a return on average tangible common equity of 21.6%. Total client assets reached $9.3 trillion, marking another year of significant growth.

The Firm executed its strategy of helping clients raise, manage and allocate capital from a position of strength. In Institutional Securities, Investment Banking pipelines strengthened throughout the year amid renewed confidence among issuers, and our world-class Markets segment gained share. In our Wealth and Investment Management divisions, client engagement strengthened resulting in increased asset inflows. Our performance reflects the multi-year investments that have contributed to growth across the Integrated Firm. The Firm’s capital position remains strong with a standardized CET1 ratio of 15.0%, providing scope for ongoing investment in clients and technology across the Integrated Firm while supporting continued dividend growth and disciplined allocation of capital. Our strategy is working. The transformation of Morgan Stanley over the past decade and a half has produced a global, diversified franchise that performs durably across varying markets. Our Integrated Firm’s business model, with a scaled wealth and investment manager alongside a leading global investment bank, compounds earnings in a capital-efficient way. We are executing across the four pillars of the Integrated Firm – Strategy, Culture, Financial Strength and Growth – to drive long-term value for shareholders. The extraordinary talent of our people and a client-centric culture rooted in Rigor, Humility and Partnership is at the heart of delivering a higher plane of performance. Key drivers of our success have been the breadth and tenure of our talent, as well as a unique culture and a set of values that guide our employees. We view Morgan Stanley’s talent and culture as a key competitive advantage enabling the Firm to achieve its potential and drive future success. Morgan Stanley benefits from a seasoned and highly capable Board of Directors, guided by Independent Lead Director Tom Glocer. The Operating Committee greatly values their insight, direction and ongoing partnership. The Board remains deeply engaged throughout the year on the Firm’s strategic priorities, including our approach to risk management and resilience. During 2025, we added Lynn Good, former Chair and Chief Executive Officer of Duke Energy, and Douglas Peterson, former Chief Executive Officer of S&P Global, to our Board. They bring additional depth as successful CEOs of world-class organizations.

MORGAN STANLEY 2026 PROXY STATEMENT 1

Masato Miyachi will step down from our Board at the annual meeting. We thank him for his many miles of travel and for his dedication and contributions to the Board, including serving on the Operations & Technology Committee. We are nominating Yasushi Itagaki to replace him as an MUFG director representative and will benefit from his many years of international banking experience.

Morgan Stanley entered 2026 from a position of strength. We continue to make investments in our core businesses and see significant opportunities ahead. Wealth Management’s client acquisition funnel is expanding and driving growth, and Investment Management maintains a well-diversified portfolio. Institutional Securities plays a leadership role around the world and is positioned well for a robust corporate finance cycle. With Morgan Stanley’s scale and business mix, we are supporting clients holistically, leveraging all our capabilities to meet their needs.

We remain mindful of risk and are well-minded to proceed with equal doses of optimism and humility. Morgan Stanley’s mission through periods of uncertainty and through the long arc of economic and market cycles remains the same: to raise, manage and allocate capital with excellence; to invest in our people; to deliver the Integrated Firm to our clients; and to compound earnings for our shareholders.

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 and Chief Executive Officer

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