Morgan Stanley Files 8-K on Security Holder Rights

TL;DR

MS filed an 8-K, looks like changes to shareholder rights and bylaws. Details TBD.

AI Summary

On July 29, 2024, Morgan Stanley filed an 8-K to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also included other events and financial statements/exhibits. Specific details regarding the modifications or amendments were not elaborated in the provided text.

Why It Matters

This filing indicates potential changes to Morgan Stanley's corporate structure or security holder agreements, which could impact investors and the company's governance.

Risk Assessment

Risk Level: low — The filing is procedural and does not immediately indicate negative financial events or significant operational changes.

Key Players & Entities

• MORGAN STANLEY (company) — Filer
• 0000895421 (company) — Central Index Key
• 212-761-4000 (dollar_amount) — Business Phone

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value MS New York Stock Exchange
• $25,000 — $0.01 per share, liquidation preference $25,000 per share (the "Series Q Preferred St

Filing Documents

• dp215618_8k.htm (8-K) — 59KB
• dp215618_ex0500.htm (EX-5) — 9KB
• 0000950103-24-011159.txt ( ) — 342KB
• ms-20240729.xsd (EX-101.SCH) — 5KB
• ms-20240729_def.xml (EX-101.DEF) — 30KB
• ms-20240729_lab.xml (EX-101.LAB) — 42KB
• ms-20240729_pre.xml (EX-101.PRE) — 29KB
• dp215618_8k_htm.xml (XML) — 17KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. Upon issuance of the Series Q Preferred Stock (as defined in Item 5.03 below) on July 30, 2024, the ability of Morgan Stanley (the "Registrant") to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its junior stock will be subject to certain restrictions in the event that the Registrant fails to declare and pay full dividends on its Series Q Preferred Stock. "Junior stock" means any class or series of capital stock of the Registrant that ranks junior to the Series Q Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Registrant. Junior stock includes the Registrant's common stock. These restrictions are set forth in the Certificate of Designation establishing the terms of the Series Q Preferred Stock, a copy of which is filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

03. Amendments to Articles of Incorporation or

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 29, 2024, the Registrant filed a Certificate of Designation to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, establishing the terms of the Registrant's 6.625% Non-Cumulative Preferred Stock, Series Q, par value $0.01 per share, liquidation preference $25,000 per share (the "Series Q Preferred Stock"). A copy of the Certificate of Designation relating to the Series Q Preferred Stock is filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in the Registrant's Series Q Preferred Stock under the Registrant's Registration Statement on Form S-3 (File No. 333-275587).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed as part of this Report on Form 8-K: Exhibit Number Description 3.1 and 4.1 Certificate of Designation of the Registrant relating to the Series Q Preferred Stock, incorporated herein by reference to Exhibit 2.3 to the Registrant's Registration Statement on Form 8-A, filed on July 29, 2024. 4.2 Form of Certificate representing the Series Q Preferred Stock, incorporated herein by reference to Exhibit 2.5 to the Registrant's Registration Statement on Form 8-A, filed on July 29, 2024. 4.3 Form of Deposit Agreement among Morgan Stanley, The Bank of New York Mellon and the holders from time to time of the depositary receipts described therein, incorporated herein by reference to Exhibit 2.4 to the Registrant's Registration Statement on Form 8-A, filed on July 29, 2024. 4.4 Form of Depositary Receipt, included in Exhibit 4.3 hereto and incorporated herein by reference to Exhibit 2.6 to the Registrant's Registration Statement on Form 8-A, filed on July 29, 2024. 5 Opinion of Davis Polk & Wardwell LLP . 23 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 hereto) . 101 Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language ("Inline XBRL"). 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: July 30, 2024 By: /s/ Jeanne Greeley O'Regan Name: Jeanne Greeley O'Regan Title: Deputy Corporate Secretary and Counsel

View Full Filing

View this 8-K filing on SEC EDGAR