MS 8-K
Morgan Stanley (MS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant
as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 |
|
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of 4.875% |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of 4.250% |
||
|
Depositary Shares, each representing 1/1,000th interest in a share of 6.500% |
||
|
of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) |
||
|
of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) |
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.
On June 30, 2023, Morgan Stanley (the “Company”) announced it will increase its quarterly common stock dividend to $0.85 per share from the current $0.775 per share, beginning with the common stock dividend expected to be declared by the Company’s Board of Directors (the “Board”) in the quarter ending September 30, 2023 (the “third quarter”). In addition, the Board reauthorized a multi-year common equity share repurchase program of up to $20 billion, without a set expiration date, beginning in the third quarter. The share repurchases will be exercised from time to time at prices the Company deems appropriate, subject to various considerations, including current market conditions, the Company’s capital position and future economic and earnings outlook.
On June 28, 2023, the Board of Governors of the Federal Reserve System published summary results of its 2023 supervisory stress tests, as a result of which the Company expects to be subject to a Stress Capital Buffer of 5.4% from October 1, 2023 to September 30, 2024.
A copy of the press release relating to this announcement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (including the Exhibit hereto) contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management’s current estimates, projections, expectations, assumptions, interpretations or beliefs of the Company’s future results, regulatory capital levels and future capital actions, including common stock dividends and common equity share repurchases, and which are subject to risks and uncertainties that may cause actual results to differ materially. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements. For a discussion of additional risks and uncertainties that may affect the future results, regulatory capital levels and future capital actions of the Company, please see “Forward-Looking Statements” preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Risk” in Part II, Item 7A, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other items throughout the Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments thereto.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits | |
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release issued by Morgan Stanley dated June 30, 2023 | |
| 101 | Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBL”) | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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: | June 30, 2023 | By: | /s/ Martin M. Cohen | ||
| Name: | Martin M. Cohen | ||||
| Title: | Corporate Secretary | ||||
Exhibit 99.1
| Morgan Stanley | FOR IMMEDIATE RELEASE |
June 30, 2023
Morgan Stanley Announces 7.5 Cents Dividend Increase and Authorization of a Renewed $20 Billion Multi-Year Common Equity Share Repurchase Program
NEW YORK - Morgan Stanley (NYSE: MS) announced that it will increase its quarterly common stock dividend to $0.85 per share from the current $0.775 per share, beginning with the common stock dividend expected to be declared by the Firm’s Board of Directors in the third quarter of 2023.
In addition, the Firm’s Board of Directors reauthorized a multi-year common equity share repurchase program of up to $20 billion, without a set expiration date, beginning in the third quarter of 2023. The share repurchases will be exercised from time to time at prices the Firm deems appropriate, subject to various considerations, including current market conditions, the Firm’s capital position and future economic and earnings outlook.
James P. Gorman, Chairman and Chief Executive Officer of Morgan Stanley, said, “The results of the Federal Reserve’s stress test demonstrate the durability of our transformed business model. We remain committed to returning capital to our shareholders and are raising our dividend by 7.5 cents. In addition, we are renewing our previously announced $20 billion multi-year share repurchase authorization. These decisions reflect the resilience of our franchise, particularly Wealth and Investment Management, and our strong capital position.”
On June 28, 2023, the Board of Governors of the Federal Reserve System released its CCAR 2023 results, as a result of which Morgan Stanley expects to be subject to a Stress Capital Buffer (SCB) of 5.4% from October 1, 2023 to September 30, 2024. Together with other features of the regulatory capital framework, this SCB results in an aggregate U.S. Basel III Standardized Approach Common Equity Tier 1 (CET1) ratio of 12.9%. The Firm’s U.S. Basel III Standardized Approach CET1 ratio was 15.1% as of March 31, 2023.
Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm's employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit www.morganstanley.com.
Forward-Looking Statements
This Release contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management’s current estimates, projections, expectations, assumptions, interpretations or beliefs of Morgan Stanley’s future results, regulatory capital levels and future capital actions, including common stock dividends and common equity share repurchases, and which are subject to risks and uncertainties that may cause actual results to differ materially. Morgan Stanley does not undertake to update the forward- looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements. For a discussion of additional risks and uncertainties that may affect the future results, regulatory capital levels and future capital actions of the Company, please see “Forward-Looking Statements” preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Risk” in Part II, Item 7A, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other items throughout the Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments thereto.
# # #
Media Relations: Wesley McDade, 212.761.2430
Investor Relations: Leslie Bazos, 212.761.5352