8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

February 13, 2025

Morgan Stanley

(Exact Name of Registrant

as Specified in Charter)

Registrant’s telephone number, including area

code: (212) 761-4000

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:

____________________________

Securities registered pursuant to Section 12(b) of the Act:

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 Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 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 2024 compensation for Edward Pick, Chief Executive Officer of the Firm. Mr. Pick was named Chairman of the Board of Directors effective January 1, 2025.

The Compensation Committee based its decision of Mr. Pick's 2024 compensation on its assessment of his outstanding performance, including the successful completion of the leadership transition and the Firm’s exceptional financial performance. The Committee also noted Mr. Pick’s execution of a clear and consistent long-term strategy focused on driving revenue, strong capital, liquidity and earnings, maintaining expense discipline, investing in risk and controls, and delivering the full, integrated Firm to clients. Mr. Pick did this while upholding the Firm’s commitment to a culture of partnership, rigor and humility and retaining the long-tenured leadership team.

Under Mr. Pick’s leadership, for 2024:

The Compensation Committee set Mr. Pick's total compensation for 2024 at $34 million. Consistent with previous years’ Chief Executive Officer compensation, 75% of Mr. Pick’s bonus is deferred over three years and is subject to cancellation, 100% of Mr. Pick’s deferred bonus is delivered in the form of equity awards, aligning his compensation with shareholders' interests, and 60% of Mr. Pick’s bonus is delivered in performance-vested equity.

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 2025 annual meeting of stockholders, expected to be filed with the Securities and Exchange Commission in April 2025.

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 16, 2025.

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.