Morgan Stanley · 8-K exhibit

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

FORM 8-K

CURRENT

REPORT

Pursuant

the Securities

Date of report (Date of earliest event reported):February 11, 2026

Morgan Stanley

(Exact Name of Registrant

as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1585 Broadway, New York, New York

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

MS

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate

Non-Cumulative Preferred Stock,

Series A, $0.01 par value

MS/PA

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate

Non-Cumulative Preferred Stock, Series E, $0.01 par value

MS/PE

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate

Non-Cumulative Preferred Stock, Series F, $0.01 par value

MS/PF

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate

Non-Cumulative Preferred Stock, Series I, $0.01 par value

MS/PI

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate

Non-Cumulative Preferred Stock, Series K, $0.01 par value

MS/PK

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of 4.875%

Non-Cumulative Preferred Stock, Series L, $0.01 par value

MS/PL

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of 4.250%

Non-Cumulative Preferred Stock, Series O, $0.01 par value

MS/PO

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of 6.500%

Non-Cumulative Preferred Stock, Series P, $0.01 par value

MS/PP

New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of 6.625%

Non-Cumulative Preferred Stock, Series Q, $0.01 par value

MS/PQ

New York Stock Exchange

Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026

of Morgan Stanley Finance LLC (and Registrant’s

guarantee with respect thereto)

New York Stock Exchange

Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029

of Morgan Stanley Finance LLC (and Registrant’s

guarantee with respect thereto)

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Emerging growth company ☐

If an emerging growth company, indicate by check mark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Other Events

Morgan Stanley (the “Firm”) today announced that the Compensation,

Management Development and Succession Committee of the Firm's Board of Directors (the “Compensation Committee”) has determined

in consultation with the Firm's Board of Directors the 2025 compensation for Edward Pick, Chairman and Chief Executive Officer (“CEO”)

of the Firm.

The Compensation Committee based its decision of Mr. Pick’s 2025

compensation on its assessment of his outstanding performance during his second year as CEO and first year as Chairman of the Board, evidenced

by the Firm’s exceptional results and T1Mr. Pick’s consistent execution of the Firm’s well-defined strategy of raising,

managing and allocating capital. The Compensation Committee evaluated Mr. Pick’s performance relative to the Firm’s performance

priorities and long-term strategic objectives aligned with the Committee’s CEO compensation assessment framework, including his

continued focus on the Firm’s four pillars of the Integrated Firm - Strategy, Culture, Financial Strength and Growth.

Under Mr. Pick’s leadership, for 2025:

•

The Firm achieved strong financial performance, with T2net revenues at a record $70.6 billion (up approximately 14% year over year),

net income applicable to Morgan Stanley of approximately $16.9 billion, and earnings per share also a record of $10.21

•

T3The Firm delivered pre-tax profit of $22.0 billion (up approximately 25% year-over-year)

•

T4The Firm reported full-year ROTCE of 21.6% and an efficiency ratio of 68%

•

The T5standardized Common Equity Tier 1 Capital Ratio at December 31, 2025 was 15.0%, after accreting $8.1 billion of Common Equity

Tier 1 Capital

•

We have over 300bps of excess capital and the Firm continued to increase returns to shareholders as the T6quarterly dividend was increased

$0.075 for four years in a row to $1.00, with total dividends paid in 2025 of $6.1 billion

•

The Firm achieved T7market capitalization of $282 billion, retained its premium valuation among peers, and delivered total shareholder

returns of 45%

The Compensation Committee set Mr. Pick's total compensation for 2025

at $45 million. 75% of Mr. Pick’s bonus is deferred over three years and is subject to cancellation and 100% of Mr. Pick’s

deferred bonus is delivered in the form of performance-vested equity awards, aligning his compensation with shareholders' interests.

Additional important information about the Registrant's incentive compensation

programs and governance, including an explanation of all material elements of the compensation for Mr. Pick and the other named executive

officers, will be presented in the Registrant's proxy statement for the 2026 annual meeting of stockholders, expected to be filed with

the Securities and Exchange Commission in April 2026.

The information provided herein may include certain non-GAAP financial

measures. The definition of such measures or reconciliation of such metrics to the comparable U.S. GAAP figures are included in the Firm's

Current Report on Form 8-K dated January 15, 2026.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

MORGAN STANLEY

(Registrant)

Date:

By:

/s/ Martin M. Cohen

Name:

Martin M. Cohen

Title:

Corporate Secretary