MUFG.NYSEMitsubishi Ufj Financial Group INC
SCHEDULE: MUFG Reaffirms 23.91% Stake in Morgan Stanley
Sentiment:
Beneficial Ownership Amendment
Mitsubishi UFJ Financial Group, Inc. filed an amendment to its Schedule 13D, confirming its beneficial ownership of 23.91% of Morgan Stanley's common stock.
Summary
- Mitsubishi UFJ Financial Group, Inc. (MUFG) beneficially owns 380,010,887 shares of Morgan Stanley common stock.
- This ownership represents approximately 23.91% of Morgan Stanley's outstanding common stock, based on 1,589,309,311 shares outstanding as of October 31, 2025.
- MUFG directly holds 377,085,167 shares of common stock.
- An additional 2,925,720 shares (approximately 0.18%) are held by MUFG affiliates in a fiduciary capacity as trustees or managers of investment vehicles, for which MUFG disclaims beneficial ownership.
- Neither MUFG nor its directors or executive officers have been convicted in criminal proceedings or were party to civil proceedings related to securities laws in the last five years.
- No transactions in Morgan Stanley common stock by MUFG or its directors/executive officers occurred in the past 60 days, except for those in a fiduciary capacity.
Sentiment
Score: 5
Explanation: The filing is an administrative update to a long-standing beneficial ownership stake, providing no new material information that would significantly alter market perception or financial outlook. It is neutral in sentiment.
Positives
- Reaffirmation of a significant, long-term strategic investment by MUFG in Morgan Stanley, indicating continued partnership stability.
- No adverse legal or criminal proceedings against MUFG or its management reported in the last five years, reflecting sound corporate conduct.
Risks
- MUFG disclaims beneficial ownership of 2,925,720 shares held by its affiliates in a fiduciary capacity, which could imply a lack of direct control over these specific shares, though they are included in the aggregate reported percentage.
Future Outlook
This filing does not contain specific forward-looking statements or guidance regarding future financial performance or strategic initiatives beyond the ongoing nature of the beneficial ownership.
Industry Context
This filing reflects the ongoing significant strategic partnership and investment by a major Japanese financial group (MUFG) in a leading U.S. investment bank (Morgan Stanley). Such cross-border financial alliances are common in the global banking sector, providing stability and potential for synergistic opportunities, though this specific amendment is administrative in nature.
Legal Proceedings
- Neither Mitsubishi UFJ Financial Group, Inc. nor any of its directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
- Neither Mitsubishi UFJ Financial Group, Inc. nor any of its directors or executive officers were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.
Related Party Transactions
- The filing references a Securities Purchase Agreement, Investor Agreement, and various amendments thereto between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, indicating a long-standing and significant related-party relationship. These agreements govern the terms of MUFG's investment and strategic partnership with Morgan Stanley.
Stakeholder Impact
- Shareholders of Morgan Stanley: The filing confirms the continued significant ownership stake by a major institutional investor, potentially reinforcing confidence in the company's stability and strategic direction.
- Mitsubishi UFJ Financial Group, Inc. (MUFG) Shareholders: The filing provides transparency regarding MUFG's substantial investment in Morgan Stanley, a key asset for the group.
Key Dates
| Date | Description |
|---|---|
| May 13, 2008 | Letter Agreement by and among Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. Incorporated. |
| September 29, 2008 | Securities Purchase Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| October 3, 2008 | First Amendment to the Securities Purchase Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| October 8, 2008 | Second Amendment to the Securities Purchase Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| October 13, 2008 | Third Amendment to the Securities Purchase Agreement, Investor Agreement, and Registration Rights Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| October 14, 2008 | English translation of Loan Agreement (and Rider thereto) between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
| October 17, 2008 | Company's Form 8-K filed, incorporating various agreements by reference. |
| October 23, 2008 | Original Statement of Beneficial Ownership on Schedule 13D filed. |
| October 27, 2008 | First Amendment to Investor Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| October 30, 2008 | First amendment to Schedule 13D filed. |
| May 8, 2009 | Letter Agreement and Series C Preferred Stock Repurchase Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| May 22, 2009 | Second amendment to Schedule 13D filed. |
| June 2, 2009 | Letter Agreement and Amendment to Letter Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| June 11, 2009 | English translation of Loan Agreement between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Third amendment to Schedule 13D filed. |
| March 30, 2010 | Integration and Investment Agreement between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley. |
| April 1, 2010 | Fourth amendment to Schedule 13D filed. |
| May 3, 2010 | Fifth amendment to Schedule 13D filed. |
| November 9, 2010 | Sixth amendment to Schedule 13D filed. |
| April 21, 2011 | Transaction Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.; Additional Commitments made by Mitsubishi UFJ Financial Group, Inc. to the Board of Governors of the Federal Reserve System. |
| April 22, 2011 | Company's Form 8-K filed, incorporating Transaction Agreement by reference. |
| April 25, 2011 | Seventh amendment to Schedule 13D filed. |
| June 30, 2011 | Amended and Restated Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.; Company's Form 8-K filed, incorporating agreement by reference. |
| July 1, 2011 | Eighth amendment to Schedule 13D filed. |
| October 3, 2013 | Third Amendment to Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. |
| October 4, 2013 | Ninth amendment to Schedule 13D filed. |
| April 6, 2016 | Fourth Amendment to Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. |
| April 7, 2016 | Tenth amendment to Schedule 13D filed. |
| November 28, 2017 | Eleventh amendment to Schedule 13D filed. |
| March 5, 2018 | Twelfth amendment to Schedule 13D filed. |
| April 18, 2018 | Sales Plan between Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. LLC; Thirteenth amendment to Schedule 13D filed. |
| October 4, 2018 | Fifth Amendment to Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.; Fourteenth amendment to Schedule 13D filed. |
| September 20, 2019 | Fifteenth amendment to Schedule 13D filed. |
| October 28, 2020 | Sixteenth amendment to Schedule 13D filed. |
| December 11, 2020 | Seventeenth amendment to Schedule 13D filed. |
| April 13, 2021 | Sixth Amendment to Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.; Eighteenth amendment to Schedule 13D filed. |
| August 8, 2022 | Nineteenth amendment to Schedule 13D filed. |
| October 13, 2023 | Seventh Amendment to Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. |
| October 16, 2023 | Twentieth amendment to Schedule 13D filed. |
| October 29, 2025 | Date as of which MUFG's direct and managed shares of Morgan Stanley common stock are reported. |
| October 31, 2025 | Date as of which Morgan Stanley's outstanding common stock count was reported in its Form 10-Q. |
| November 3, 2025 | Date of event which requires filing of this statement; Date Morgan Stanley's Form 10-Q for the quarterly period ended September 30, 2025 was filed. |
| November 4, 2025 | Signature date of this Schedule 13D Amendment No. 21. |
Keywords
Mitsubishi UFJ Financial Group, Morgan Stanley, Schedule 13D, Beneficial Ownership, Equity Stake, Financial Services, Investment Banking, Bank Holding Company, Institutional Investor
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