Form 4: Morgan Stanley CRO Receives RSU Grant, Tax Withholding

Morgan Stanley's Chief Risk Officer, Charles A. Smith, reported the acquisition of restricted stock units as part of 2025 compensation and shares withheld for tax obligations from a prior RSU conversion.

Summary

• Charles A. Smith, Chief Risk Officer of Morgan Stanley, reported transactions involving the company's common stock.
• Acquired 24,589.08 shares of common stock through a Restricted Stock Unit (RSU) grant on January 16, 2026, as part of 2025 year-end compensation. These RSUs are convertible to common stock at a 1:1 ratio.
• Disposed of 17,401 shares of common stock on January 16, 2026, at a price of $191.23 per share. These shares were withheld to satisfy tax obligations upon the conversion of RSUs granted on January 18, 2023.
• Following these transactions, Charles A. Smith directly beneficially owns 127,611.04 shares of common stock and indirectly owns 5,494.73 shares through a 401(k) Plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The RSU grant is a positive for executive alignment, while tax withholding is a neutral, standard event. No significant negative implications.

Positives

• The grant of 24,589.08 Restricted Stock Units (RSUs) to the Chief Risk Officer aligns management's interests with long-term shareholder value.
• The RSU grant is part of the 2025 year-end compensation, indicating continued executive incentive and retention.

Negatives

• 17,401 shares were withheld to cover tax liabilities, which is a standard practice for RSU vesting and not inherently negative, but it does reduce the direct share count.

Future Outlook

The grant of Restricted Stock Units in 2026 as part of 2025 year-end compensation indicates a forward-looking compensation strategy designed to incentivize long-term performance and retention of key executives.

Industry Context

Executive compensation, particularly through equity grants like Restricted Stock Units, is a standard practice across the financial services industry to align management incentives with shareholder interests and to retain top talent. The tax withholding upon RSU conversion is also a routine event.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for executive compensation is a common practice among major financial institutions, including peers like Goldman Sachs, JPMorgan Chase, and Bank of America, to foster long-term alignment with shareholder value.
• The withholding of shares to cover tax obligations upon RSU vesting is a standard and expected procedure in executive compensation plans across the industry.

Stakeholder Impact

• Shareholders: The RSU grant aligns the Chief Risk Officer's interests with long-term shareholder value, potentially fostering more prudent risk management and strategic decisions. The tax withholding is a neutral event.
• Employees: This filing provides insight into executive compensation structures, which can influence broader employee compensation strategies and morale.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (RSU grant and tax withholding upon vesting) for Morgan Stanley's Chief Risk Officer. These transactions are standard and do not provide new fundamental information that would warrant a change in investment recommendation. The RSU grant aligns executive incentives with long-term shareholder value, which is generally positive, but not a catalyst for a 'buy' recommendation on its own. The tax withholding is a neutral event. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information to alter the existing investment thesis.

Keywords

Morgan Stanley, MS, Charles A. Smith, Chief Risk Officer, CRO, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Stock Grant, Tax Withholding