MS, §1A diff (2024 → 2025)

For a discussion of the risks and uncertainties that may affect our future results and strategic objectives, see “Forward-Looking Statements” preceding “Business” and “Return on Tangible Common Equity Goal” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our results of operations have been in the past and may, in the future, be materially affected by global financial market and economic conditions, including, in particular, by periods of low or slowing economic growth in the United States and other major markets, both directly and indirectly through their impact on client activity levels. These include the level and volatility of equity, fixed income and commodity prices; the level, term structure and volatility of interest rates; inflation, currency values and unemployment rates; the level of other market indices, fiscal or monetary policies established by governments, central banks and financial regulators; and uncertainty concerning the future path of interest rates, government shutdowns, debt ceilings or funding, which may be driven by economic conditions, recessionary fears, market uncertainty or lack of confidence among investors and clients due to the effects of widespread events such as global pandemics, natural disasters, climate-related incidents, acts of war or aggression, geopolitical instability, changes as a result of global elections, including changes in U.S. presidential administrations or Congress, changes to global trade policies, supply chain complications and the implementation of tariffs, protectionist trade policies, trade sanctions or investment restrictions and other factors, or a combination of these or other factors.

The results of our Institutional Securities business segment, particularly results relating to our involvement in primary and secondary markets for all types of financial products, are subject to substantial market fluctuations due to a variety of factors that we cannot control or predict with great certainty. These fluctuations impact results by causing variations in business flows and activity and in the fair value of securities and other financial products. Fluctuations also occur due to the level of global market activity, which, among other things,

can be impacted by market uncertainty or lack of investor and client confidence due to unforeseen economic, geopolitical or market conditions that in turn affect the size, number and timing of investment banking client assignments and transactions and the realization of returns from our principal investments.

In addition, financial markets are susceptible to severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset liquidity. Under these extreme conditions, hedging and other risk management strategies may not be as effective at mitigating trading losses as they would be under more normal market conditions. Moreover, under these conditions, market participants are particularly exposed to trading strategies employed by many market participants simultaneously and on a large scale, which could lead to increased individual counterparty risk for our businesses. Although our risk management and monitoring processes seek to quantify and mitigate risk to more extreme market moves, severe market events have historically been difficult to predict, and we could realize significant losses if extreme market events were to occur.

December 2024 Form 10-K

Our net interest income is sensitive to changes in interest rates, generally resulting in higher net interest income in higher interest rate scenarios and lower net interest income in lower interest rate scenarios. The level and pace of interest rate changes, along with other developments, such as pricing changes to certain deposit types due to various competitive dynamics and alternative cash-equivalent products available to depositors, have in the past impacted, and could again impact, client preferences for cash allocation and the pace of reallocation of client balances, resulting in changes in the deposit mix and associated interest expense, as well as client demand for loans. These factors have in the past adversely affected, and may in the future adversely affect, our results of operations, including our net interest income.

We incur significant credit risk exposure through our Institutional Securities business segment. This risk may arise from a variety of business activities, including, but not limited to: extending credit to clients through various lending commitments; entering into swap or other derivative contracts under which counterparties have obligations to make payments to us; acting as clearing broker for listed and over-the-counter derivatives whereby we guarantee client performance to clearinghouses; providing short- or long-term funding that is secured by physical or financial collateral, including, but not limited to, real estate and marketable securities, whose value may at times be insufficient to fully cover the loan repayment amount; posting margin and/or

collateral and other commitments to clearinghouses, clearing agencies, exchanges, banks, securities firms and other financial counterparties; and investing and trading in securities and loan pools, whereby the value of these assets may fluctuate based on realized or expected defaults on the underlying obligations or loans.

Our valuations related to, and reserves for losses on, credit exposures rely on complex models, estimates and subjective judgments about the future. While we believe current valuations and reserves adequately address our perceived levels of risk, future economic conditions, including inflation and changes in real estate and other asset values, that differ from or are more severe than forecast, inaccurate models or assumptions, or external factors, such as geopolitical events, changes in international trade policies, global pandemics or natural disasters, could lead to inaccurate measurement of or deterioration of credit quality of our borrowers and counterparties or the value of collateral and result in unexpected losses. We may also incur higher-than-anticipated credit losses as a result of (i) disputes with counterparties over the valuation of collateral or (ii) actions taken by other lenders that may negatively impact the valuation of collateral. In cases where we foreclose on collateral, sudden declines in the value or liquidity of collateral may result in significant losses to us despite our (i) credit monitoring, (ii) over-collateralization, (iii) ability to call for additional collateral or (iv) ability to force repayment of the underlying obligation, especially where there is a single type of collateral supporting the obligation. In addition, in the longer term, climate change may have a negative impact on the financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients. Certain of our credit exposures may be concentrated by counterparty, product, sector, portfolio, industry or geographic region. Although our models and estimates account for correlations among related types of exposures, a change in the market or economic environment for a concentrated product or an external factor impacting a concentrated counterparty, sector, portfolio, industry or geographic region may result in credit losses in excess of amounts forecast. For further information regarding our country risk exposure, see also “Quantitative and Qualitative Disclosures about Risk—Country Risk.”

In addition, as a clearing member of several central counterparties, we are responsible for the defaults or misconduct of our customers and could incur financial losses

December 2024 Form 10-K14

in the event of default by other clearing members. Although we regularly review our credit exposures, default risk may arise from events or circumstances that are difficult to detect or foresee.

A default by a large financial institution could adversely affect financial markets.

The commercial soundness of many financial institutions and certain other large financial services firms may be closely interrelated as a result of credit, trading, clearing or other relationships among such entities. Increased centralization of trading activities through particular clearinghouses, central agents or exchanges may increase our concentration of risk with respect to these entities. As a result, concerns about, or a default or threatened default by, one or more such entities could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions, or require financial commitments to multilateral actions intended to support market stability. This is sometimes referred to as systemic risk and may adversely affect financial intermediaries, such as clearinghouses, clearing agencies, exchanges, banks and securities firms, with which we interact on a daily basis and, therefore, could adversely affect us. See also “Systemic Risk Regime” under “Business—Supervision and Regulation—Financial Holding Company.”

Operational risk refers to the risk of loss, or of damage to our reputation, resulting from inadequate or failed processes or systems, human factors (e.g., inappropriate or unlawful conduct) or external events (e.g., cyberattacks or third-party vulnerabilities) that may manifest as, for example, loss of information, business disruption, theft and fraud, legal, regulatory and compliance risks, or damage to physical assets. We may experience operational risk across the full scope of our business activities, including revenue-generating activities and support and control groups (e.g., information technology (“IT”) and trade processing). Legal, regulatory and compliance risk is included in the scope of operational risk and is discussed below under “Legal, Regulatory and Compliance Risk.” For more information on how we monitor and manage operational risk, see “Quantitative and Qualitative Disclosures about Risk—Operational Risk.”

Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets in many currencies. We may introduce new products or services or change processes or reporting, including in connection with new regulatory requirements, or integration of processes or systems of

acquired companies, resulting in new operational risk that we may not fully appreciate or identify.

As a major participant in the global capital markets, we face the risk of incorrect valuation or risk management of our trading positions due to flaws in data, models, electronic trading systems or processes, or due to fraud or cyberattacks. We also face the risk of operational failure or disruption of any of the clearing agents, exchanges, clearinghouses or other financial intermediaries we use to facilitate our lending, securities and derivatives transactions. In addition, in the event of a breakdown or improper operation or disposal of our, or a direct or indirect third party’s (or third parties thereof) systems, processes or information assets, or improper or unauthorized action by third parties, including consultants and subcontractors or our employees, we have received in the past and may receive in the future regulatory sanctions, and could suffer financial loss, an impairment to our liquidity position, a disruption of our businesses or damage to our reputation.

In addition, the interconnectivity of multiple financial institutions with central agents, exchanges and clearinghouses, and the increased importance of these entities, increases the risk that an operational failure at one institution or entity may cause an industrywide operational failure that could materially impact our ability to conduct business. Furthermore, the concentration of Firm and personal information held by a small number of third parties increases the risk that a breach or disruption at a key third party may cause an industrywide event that could significantly increase the cost and risk of conducting business. These risks may be heightened to the extent that we rely on third parties that are concentrated in a geographic area.

There can be no assurance that our or our third parties’ business contingency and security response plans fully mitigate all potential risks to us. Our ability to conduct business may be adversely affected by a disruption in the infrastructure that supports our businesses and the communities where we are located. This may include a disruption involving physical site access; software flaws and

December 2024 Form 10-K

vulnerabilities; cybersecurity incidents; terrorist activities; political unrest; disease pandemics; catastrophic events; climate-related incidents and natural disasters (such as earthquakes, tornadoes, floods, hurricanes and wildfires); electrical outages; environmental hazards; computer servers; internet outages; client access to our digital platforms and mobile applications; communication platforms or other services we use; new technologies (such as generative artificial intelligence); and our employees or third parties with whom we conduct business. Although we and the third parties with whom we conduct business employ backup systems for data, those backup systems may be unavailable following a disruption, the affected data may not have been backed up or may not be recoverable from the backup, the backup systems may not process data as accurately or efficiently as the primary systems or the backup data may be costly to recover, any of which could adversely affect our business.

Notwithstanding evolving technology and technology-based risk and control systems, our businesses ultimately rely on people, including our employees and those of our third parties (or third parties thereof). As a result of human error or engagement in violations of applicable policies, laws, rules or procedures, certain errors or violations are not always discovered immediately by our technological processes or by our controls and other procedures that are intended to prevent and detect such errors or violations. These can include calculation or input errors, inadvertent or duplicate payments, mistakes in addressing emails or other communications, errors in software or model development or implementation, or errors in judgment, as well as intentional efforts to disregard or circumvent applicable policies, laws, rules or procedures. Our use of new technologies may be undermined by such human errors or misconduct due to undetected flaws or biases in the algorithms or data utilized by such technologies. Human errors and malfeasance, even if promptly discovered and remediated, can result in material losses and liabilities for us, and negatively impact our reputation in the future.

We conduct business in various jurisdictions outside the U.S., including jurisdictions that may not have comparable levels of protection for their corporate assets, such as intellectual property, trademarks, trade secrets, know-how, and customer information and records. The protection afforded in those jurisdictions may be less established and/or predictable than in the U.S. or other jurisdictions in which we operate. As a result, there may also be heightened risks associated with the potential theft of their data, technology and intellectual property in those jurisdictions by domestic or foreign actors, including private parties and those affiliated with or controlled by state actors. Additionally, we are subject to complex and evolving U.S. and international laws and regulations governing areas such as cybersecurity, privacy and data governance, transfer and protection, which may differ and potentially conflict, in various jurisdictions. Any theft of data, technology or intellectual property may negatively impact our operations and reputation, including disrupting the business activities of our subsidiaries, affiliates,

joint ventures or clients conducting business in those jurisdictions.

Cybersecurity risks for financial institutions have significantly increased in recent years, in part because of the proliferation of new technologies; the use of the internet, mobile telecommunications and cloud technologies to conduct financial transactions; and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, state-sponsored actors and other parties. Any of these parties may also attempt to fraudulently induce employees, customers, clients, vendors or other third parties or users of our systems to disclose sensitive information in order to gain access to our networks, systems or data or those of our employees or clients, and such parties may see their effectiveness enhanced by the use of artificial intelligence. Global events and geopolitical instability have also led to increased nation-state targeting of financial institutions in the U.S. and abroad.

Like other financial services firms, the Firm, its third-party providers and its clients continue to be the subject of unauthorized access attacks; mishandling, loss, theft or misuse of information; computer viruses or malware; cyberattacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or networks, impede our ability to execute or confirm settlement of transactions or cause other damage; ransomware; denial of

December 2024 Form 10-K16

service attacks; data breaches; social engineering attacks; phishing attacks; and other events. There can be no assurance that such unauthorized access, mishandling or misuse of information, or cybersecurity incidents will not occur in the future and they could occur more frequently and on a more significant scale.

While many of our agreements with partners and third parties include indemnification provisions, we may not be able to recover sufficiently, or at all, under such provisions to adequately offset any losses we may incur. In addition, although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover any or all losses we may incur, and we

cannot be sure that such insurance will continue to be available to us on commercially reasonable terms, or at all, or that our insurers will not deny coverage as to any future claim.

In addition, our ability to raise funding could be impaired if investors, depositors or lenders develop a negative perception of our long-term or short-term financial prospects due to factors such as an incurrence of large trading, credit or operational losses, a downgrade by the rating agencies, a decline in the level of our business activity, if regulatory authorities take significant action against us or our industry, or if we discover significant employee misconduct or illegal activity.

December 2024 Form 10-K

The Parent Company has no business operations and depends on dividends, distributions, loans and other payments from its subsidiaries to fund dividend payments and to fund all payments on its obligations, including debt obligations. Regulatory restrictions, tax restrictions or elections and other legal restrictions may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, many of our

subsidiaries, including our bank and broker-dealer subsidiaries, are subject to laws, regulations and self-regulatory organization rules that, in certain circumstances, limit, as well as permit regulatory bodies to block or reduce, the flow of funds to the Parent Company, or that prohibit such transfers or dividends altogether, including steps to “ring fence” entities by regulators outside the U.S. to protect clients and creditors of such entities.

Our liquidity and financial condition have in the past been, and in the future could be, adversely affected by U.S. and international markets and economic conditions.

Legal, regulatory and compliance risk includes the risk of legal or regulatory sanctions; material financial loss, including fines, penalties, judgments, damages and/or settlements; limitations on our business; or loss to reputation we may suffer as a result of our failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities. This risk also includes contractual and commercial risk, such as the risk that a counterparty’s performance obligations will be unenforceable. It also includes compliance with AML, terrorist financing and anti-corruption rules and regulations. For more information on how we monitor and manage legal, regulatory and compliance risk, see “Quantitative and Qualitative Disclosures about Risk—Legal, Regulatory and Compliance Risk.”

December 2024 Form 10-K18

Like other major financial services firms, we are subject to extensive regulation by U.S. federal and state regulatory agencies and securities exchanges, and by regulators and exchanges in each of the major markets where we conduct our business, including an increasing number of complex sanctions and disclosure regimes. These laws and regulations, which may continue to increase in volume and complexity, significantly affect the way and costs of doing business and can restrict the scope of our existing businesses and limit our ability to expand our product offerings and pursue certain investments.

The Firm and its employees are subject to wide-ranging regulation and supervision, which, among other things, subject us to intensive scrutiny of our businesses and any plans for expansion of those businesses through acquisitions or otherwise, limitations on activities, a systemic risk regime that imposes heightened capital and liquidity and funding requirements, including the global implementation of capital standards established by the Basel Committee, and other enhanced prudential standards, resolution regimes and resolution planning requirements, requirements for maintaining minimum amounts of TLAC and external long-term debt, restrictions on activities and investments imposed by the Volcker Rule, comprehensive derivatives regulation, interest rate benchmark requirements, commodities regulation, market structure regulation, consumer protection regulation, AML, terrorist financing and anti-corruption rules and regulations, tax regulations and interpretations, antitrust laws, trade and transaction reporting obligations, requirements related to preventing the misuse of confidential information, including material non-public information, record-keeping requirements, broadened fiduciary obligations and disclosure requirements.

In addition, regulatory requirements that are imposed by foreign policymakers and regulators may be inconsistent or conflict with regulations that we are subject to in the U.S. and may adversely affect us.

In addition, a wholly owned, direct subsidiary of the Parent Company, Morgan Stanley Holdings LLC (“Funding IHC”), serves as a resolution funding vehicle. The Parent Company has transferred, and has agreed to transfer on an ongoing basis, certain assets to the Funding IHC. In the event of a resolution scenario, the Parent Company would be obligated to contribute all of its material assets that can be contributed under the terms of the amended and restated support

December 2024 Form 10-K

agreement (other than shares in subsidiaries of the Parent Company and certain other assets) to the Funding IHC. The Funding IHC would be obligated to provide capital and liquidity, as applicable, to certain supported subsidiaries, pursuant to the terms of the secured amended and restated support agreement.

In addition, certain jurisdictions, including the U.K. and E.U. jurisdictions, have implemented changes to resolution regimes to provide resolution authorities with the ability to recapitalize a failing entity organized in such jurisdiction by writing down certain unsecured liabilities or converting certain unsecured liabilities into equity. Such “bail-in” powers are intended to enable the recapitalization of a failing institution by allocating losses to its shareholders and unsecured creditors. This may increase the overall level of capital and liquidity required by us on a consolidated basis and may result in limitations on our ability to efficiently distribute capital and liquidity among our affiliated entities, including in times of stress. Non-U.S. regulators are also considering requirements that certain subsidiaries of large financial institutions maintain minimum

amounts of TLAC that would pass losses up from the subsidiaries to the Parent Company and, ultimately, to security holders of the Parent Company in the event of failure.

Investigations and proceedings initiated by these authorities may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions or other relief, and have included and may in the future include requirements that the Firm admit certain conduct, which may result in increased exposure to civil litigation. In addition, these measures have caused and may in the future cause collateral consequences. For example, such matters could impact our ability to engage in, or impose limitations on, certain of our businesses.

December 2024 Form 10-K20

We may be responsible for representations and warranties associated with commercial and residential real estate loans and may incur losses in excess of our reserves.

We originate loans secured by commercial and residential properties. Further, we securitize and trade in a wide range of commercial and residential real estate and real estate-related assets and products. In connection with these activities, we have provided, or otherwise agreed to be responsible for, certain representations and warranties. Under certain circumstances, we may be required to repurchase such assets or make other payments related to such assets if such representations and warranties were breached, and may incur losses as a result. We have also made representations and warranties in connection with our role as an originator of certain loans that we securitized in CMBS and RMBS. For additional information, see Note 14 to the financial statements.

As a global financial services firm that provides products and services to a large and diversified group of clients, including corporations, governments, financial institutions and individuals, we face potential conflicts of interest in the normal course of business. For example, potential conflicts can occur when there is a divergence of interests between us and a client, among clients, between an employee on the one hand and us or a client on the other, or situations in which we may be a creditor of a client. Moreover, we utilize multiple brands and business channels, including those resulting from our acquisitions, and continue to enhance the collaboration across business segments, which may heighten the potential conflicts of interest or the risk of improper sharing of information.

We have devoted significant resources to develop our risk management strategies, models and processes, including our use of various risk models for assessing market, credit, liquidity and operational exposures and hedging strategies, stress testing and other analysis capabilities, and expect to continue to do so in the future. Nonetheless, our risk management capabilities may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated.

December 2024 Form 10-K

As our businesses change and grow, including through acquisitions and the introduction and application of new technologies, such as artificial intelligence, and the markets in which we operate evolve, our risk management strategies, models and processes may not always adapt with those changes. Some of our methods of managing risk are based upon our use of observed historical market behavior and management’s judgment. As a result, these methods may not predict future risk exposures, which could be significantly greater than the historical measures indicate.

In addition, many models we use are based on assumptions or inputs regarding correlations among prices of various asset classes or other market indicators and, therefore, cannot anticipate sudden, unanticipated or unidentified market or economic movements, such as the impact of a pandemic or a sudden geopolitical conflict, which could cause us to incur losses.

Climate change manifesting as physical or transition risks could result in increased costs and risks and adversely affect our operations, businesses and clients.

There continues to be increasing concern over the risks of climate change and related sustainability matters. The physical risks of climate change include harm to people and property arising from acute, climate-related events, such as floods, hurricanes, heatwaves, droughts and wildfires, and chronic, longer-term shifts in climate patterns, such as higher global average temperatures, rising sea levels and long-term droughts. Such events could disrupt our operations or those of our clients or third parties on which we rely, including through direct damage to physical assets and indirect impacts from supply chain disruption and market volatility. These events could impact the ability of certain of our clients or

customers to repay their obligations, reduce the value of collateral, increase costs, including the cost or availability of insurance coverage, and result in other adverse effects.

The transition risks of climate change include policy, legal, technology and market changes. Examples of these transition risks include changes in consumer and business sentiment, related technologies, shareholder preferences and any additional regulatory and legislative requirements, including increased disclosure or regulation of carbon emissions. These risks could increase our expenses and adversely impact our strategies. Negative impacts to certain of our clients, such as decreased profitability and asset write-downs, could also lead to increased credit and liquidity risk to us.

In addition, our reputation and client relationships may be adversely impacted as a result of our, or our clients’, involvement in certain practices that may have, or are associated with having, an adverse impact on climate change. Legislative or regulatory change regarding climate-related risks, including inconsistent requirements and uncertainties, could result in loss of revenue, or increased credit, market, liquidity, regulatory, compliance, reputational and other risks and costs.

Our ability to achieve our climate-related targets and commitments and the way we go about this could also result in reputational harm as a result of public sentiment, legislative and regulatory scrutiny (including from U.S. federal and state governments and foreign policymakers and regulators), litigation and reduced investor and stakeholder confidence. If we are unable to achieve our objectives relating to climate change or our current response to climate change is perceived to be ineffective or insufficient, or the way we respond is perceived negatively, our business and reputation may suffer.

The risks associated with, and the perspective of regulators, governments, shareholders, employees and other stakeholders regarding climate change, as well as geopolitical events, continue to evolve rapidly, making it difficult to assess the ultimate impact on us of climate-related risks and uncertainties. As climate risk is interconnected with other risks, we have developed and continue to enhance processes to embed climate risk considerations into our risk management practices and governance structures. Despite our risk management practices, the unpredictability surrounding the timing and severity of climate-related events, and societal or political changes in reaction to them, make it difficult to predict, identify, monitor and mitigate climate risks.

In addition, the methodologies and data used to manage and monitor climate risk continue to evolve. Current approaches utilize information and estimates that have been derived from information or factors released by third-party sources, which may not reflect the latest or most accurate data. Climate-related data, particularly greenhouse gas emissions for clients and counterparties, remains limited in availability and varies in quality. Certain third-party information may also change

December 2024 Form 10-K22

over time as methodologies evolve and are refined. While we believe this information is the best available at the time, we may only be able to complete limited validation. Furthermore, modeling capabilities and methodologies to analyze climate-related risks, although improving, remain nascent and emerging and are subject to uncertainty due to limited historical trend information and the absence of standardized and comprehensive data. These and other factors could cause results to differ materially, which could impact our ability to manage climate-related risks.

The financial services industry and all aspects of our businesses are intensely competitive, and we expect them to remain so. We compete with commercial banks, global investment banks, regional banks, broker-dealers, wire houses, private banks, registered investment advisers, digital investing platforms, traditional and alternative asset managers, financial technology firms and other companies offering financial and ancillary services in the U.S. and globally. We compete on the basis of several factors, including transaction execution, capital or access to capital, products and services, innovation, technology, reputation, risk appetite and price.

We have experienced, and will likely continue to experience, increased competition in the U.S. and globally driven by established financial services firms and emerging firms, including non-financial companies and business models focusing on technology innovation, competing for the same clients and assets, or offering similar products and services to retail and institutional customers. It is also possible that competition may become even more intense as we continue to compete with financial or other institutions that may be, or will become, larger, or better capitalized, or may have a stronger local presence and longer operating history in certain geographies or products.

We continue to experience price competition in some of our businesses. In particular, the ability to execute securities, derivatives and other financial instrument trades electronically on exchanges, swap execution facilities and other automated trading platforms, and the introduction and application of new technologies, including generative artificial intelligence, will likely continue the pressure on revenues. The trend toward direct access to automated, electronic markets will likely continue as additional markets move to more automated trading platforms. We have experienced, and will likely continue to experience, competitive pressures in these and other areas in the future.

International Risk

We are subject to numerous political, economic, legal, tax, operational, franchise and other risks as a result of our international operations that could adversely impact our businesses in many ways.

We are subject to numerous political, economic, legal, tax, operational, franchise and other risks that are inherent in operating in many countries, including risks of possible nationalization, expropriation, price controls, capital controls, exchange controls, increased taxes and levies, cybersecurity, data transfer and outsourcing restrictions, regulatory scrutiny regarding the use of new technologies, prohibitions on certain

December 2024 Form 10-K

types of foreign and capital market activities, limitations on cross-border listings and other restrictive governmental actions, as well as the outbreak of hostilities or political and governmental instability, including tensions between China and the U.S., the expansion or escalation of hostilities between Russia and Ukraine or in the Middle East, or the initiation or escalation of hostilities or terrorist activity around the world and the potential associated impacts on global and local economies and our operations. In many countries, the laws and regulations applicable to the securities and financial services industries and multinational corporations are uncertain, evolving and subject to sudden change or may be inconsistent with U.S. law. It may also be difficult for us to determine the exact requirements of local laws in every market or adapt to changes in law, which could adversely impact our businesses. Our inability to remain in compliance with local laws in a particular market could have a significant and negative effect not only on our business in that market but also on our reputation generally. We are also subject to the risk that transactions we structure might not be legally enforceable in all cases.

As a U.S. company, we are required to comply with the economic sanctions and embargo programs administered by OFAC and similar multinational bodies and governmental agencies worldwide, which may be inconsistent with local law. We and certain of our subsidiaries are also subject to applicable AML and/or anti-corruption laws in the U.S., as well as in the jurisdictions in which we operate, including the Bank Secrecy Act, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. A violation of a sanction, embargo program, AML or anti-corruption law could subject us, and individual employees, to a regulatory enforcement action, as well as significant civil and criminal penalties.

Acquisition, Divestiture and Joint Venture Risk

Certain of our business initiatives, including expansions of existing businesses or the introduction of new products, may change our client or account profile or bring us into contact, directly or indirectly, with individuals and entities that are not within our traditional client and counterparty base and may expose us to new asset classes, services, competitors and new markets. These business activities expose us to new and enhanced risks, greater regulatory scrutiny of these activities, increased credit-related, sovereign, compliance and operational risks, as well as franchise and reputational concerns regarding the manner in which these assets are being operated or held, or services are being delivered.

December 2024 Form 10-K24

Morgan Stanley is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Wealth Management and Investment Management. Morgan Stanley, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. Unless the context otherwise requires, the terms “Morgan Stanley,” “Firm,” “us,” “we” or “our” mean Morgan Stanley (the “Parent Company”) together with its consolidated subsidiaries. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-K. For an analysis of 2023 results compared with 2022 results, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

A description of the clients and principal products and services of each of our business segments is as follows:

Institutional Securities provides a variety of products and services to corporations, governments, financial institutions and ultra-high net worth clients. Investment Banking services consist of capital raising and financial advisory services, including the underwriting of debt, equity securities and other products, as well as advice on mergers and acquisitions, restructurings and project finance. Our Equity and Fixed Income businesses include sales, financing, prime brokerage, market-making, Asia wealth management services and certain business-related investments. Lending activities include originating corporate loans and commercial real estate loans, providing secured lending facilities, and extending securities-based and other financing to clients. Other activities include research.

Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions. Wealth Management covers: financial advisor-led brokerage, custody, administrative and investment advisory services; self-directed brokerage services; financial and wealth planning services; workplace services, including stock plan administration; securities-based lending, residential and commercial real estate loans and other lending products; banking; and retirement plan services.

The results of operations in the past have been, and in the future may continue to be, materially affected by: competition; legislative, legal and regulatory developments; and other risk factors. These factors also may have an adverse impact on our ability to achieve our strategic objectives. Additionally, the discussion of our results of operations herein may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect our future results, see “Forward-Looking Statements”, “Business—Competition”, “Business—Supervision and Regulation”, “Risk Factors” and “Liquidity and Capital Resources—Regulatory Requirements” herein.

December 2024 Form 10-K

Consolidated Results—Full Year Ended December 31, 2024

•The Firm reported net revenues of $61.8 billion and net income of $13.4 billion, reflecting strong results across our business segments.

•The Firm delivered ROE of 14.0% and ROTCE of 18.8% (see “Selected Non-GAAP Financial Information” herein).

•The Firm expense efficiency ratio was 71% compared to 77% in the prior year, reflecting higher revenues and expense discipline. In the prior year, the ratio was negatively impacted by specific severance costs of $353 million, integration-related expenses of $293 million, an FDIC special assessment of $286 million and higher legal expenses related to a $249 million settlement in connection with resolutions of investigations into the Firm’s blocks business. (See “Expenses” herein for more information).

•The Firm accreted $5.6 billion of Common Equity Tier 1 capital while supporting clients and returning capital to shareholders. At December 31, 2024, the Firm’s Standardized Common Equity Tier 1 capital ratio was 15.9%.

•Institutional Securities net revenues of $28.1 billion reflect higher results across businesses and regions on higher client activity and improved market conditions.

•Wealth Management delivered net revenues of $28.4 billion, reflecting higher Asset management and Transactional revenues. The pre-tax margin was 27.2%. Fee-based asset flows were $123 billion and the business added net new assets of $252 billion.

•Investment Management reported net revenues of $5.9 billion, primarily driven by asset management revenues on higher average AUM.

2024 Compared with 2023

•We reported net revenues of $61.8 billion in 2024, which increased by 14% compared with $54.1 billion in 2023. Net income applicable to Morgan Stanley was $13.4 billion in 2024, which increased by 47% compared with $9.1 billion in 2023. Diluted earnings per common share was $7.95 in 2024, which increased by 53% compared with $5.18 in 2023.

December 2024 Form 10-K26

•Compensation and benefits expenses of $26,178 million in 2024 increased 7% from the prior year, primarily due to an increase in the formulaic payout to Wealth Management representatives and higher discretionary incentive compensation, both on higher revenues, partially offset by lower severance costs.

In 2023, Compensation and benefits expenses included severance costs of $353 million, primarily associated with a specific Firmwide reduction in workforce during the second quarter of 2023. We recorded severance costs of $220 million in the Institutional Securities business segment, $105 million in the Wealth Management business segment, and $28 million in the Investment Management business segment for 2023.

In 2022, Compensation and benefits expenses included severance costs of $133 million, associated with a specific Firmwide reduction in workforce during the fourth quarter of 2022. We recorded severance costs of $88 million in the Institutional Securities business segment, $30 million in the Wealth Management business segment, and $15 million in the Investment Management business segment for 2022. These specific reductions in workforce occurred across the Firm’s business segments and geographic regions, impacted approximately 4% and 1% of the Firm’s global workforce in 2023 and 2022, respectively, and resulted from the Firm’s review of its global workforce, operating expenses and the business environment following the acquisitions of E*TRADE Financial Corporation (“E*TRADE”) and Eaton Vance Corp. (“Eaton Vance”), rather than a change in strategy or exit of businesses. These costs were primarily incurred in the Americas and EMEA, with the majority in the Americas.

•Non-compensation expenses of $17,723 million in 2024 increased 3% from the prior year, primarily driven by higher execution-related expenses and increased technology spend, partially offset by lower legal expenses and lower FDIC special assessment cost.

In 2023, integration-related expenses were $293 million, of which $201 million related to the integration of E*TRADE within the Wealth Management business segment and $92 million related to the integration of Eaton Vance within the Investment Management business segment. In 2022, integration-related expenses were $470 million, of which $357 million related to the integration of E*TRADE within the Wealth Management business segment and $113 million related to the integration of Eaton Vance within the Investment Management business segment. Integration-related expenses primarily included non-compensation expenses such as information technology expense related to the consolidation of platforms, and professional fees related to changes in legal entity structures and the integration of clients, within both Wealth Management and Investment Management business segments. Integration-related activities were substantially completed as of December 31, 2023.

The Provision for credit losses on loans and lending commitments of $264 million in 2024 was primarily related to certain specific commercial real estate loans and growth in the corporate loan portfolio, partially offset by improvements in the macroeconomic outlook. The Provision for credit losses on loans and lending commitments of $532 million in 2023 was primarily related to credit deterioration in the commercial real estate sector, including provisions for certain specific loans, mainly in the office portfolio, and modest growth in certain other loan portfolios.

December 2024 Form 10-K

•Institutional Securities net revenues of $28,080 million in 2024 increased 22% from the prior year, reflecting higher results across businesses, particularly in Equity and underwriting results within Investment Banking.

•Wealth Management net revenues of $28,420 million in 2024 increased 8% from the prior year, primarily reflecting higher Asset management revenues and Transactional revenues, partially offset by lower Net interest income.

•Investment Management net revenues of $5,861 million in 2024 increased 9% from the prior year, primarily reflecting higher Asset management and related fees and higher Performance-based income and other revenues.

•Americas net revenues in 2024 increased 13% from the prior year, primarily driven by higher Asset management revenues within the Wealth Management business segment and higher results across businesses within the Institutional Securities business segment.

•EMEA net revenues in 2024 increased 19% from the prior year, primarily driven by higher results across businesses within the Institutional Securities business segment.

•Asia net revenues in 2024 increased 19% from the prior year, primarily driven by higher results from Equity and Investment Banking within the Institutional Securities business segment.

202420232022

Net revenues$61,761 $54,143 $53,668

Earnings applicable to Morgan Stanley common shareholders$12,800 $8,530 $10,540

Earnings per diluted common share$7.95 $5.18 $6.15

71 %77 %73 %

14.0 %9.4 %11.2 %

18.8 %12.8 %15.3 %

28 %22 %26 %

Effective tax rate 23.1 %21.9 %20.7 %

Institutional Securities31 %19 %28 %

Wealth Management27 %25 %27 %

Investment Management19 %16 %15 %

AtDecember 31,2024AtDecember 31,2023

$345,440 $314,504

$246,814 $226,828

Total assets$1,215,071 $1,193,693

Deposits$376,007 $351,804

Borrowings$288,819 $263,732

$94,761 $90,288

$71,604 $66,527

Common shares outstanding1,607 1,627

$58.98 $55.50

$44.57 $40.89

Worldwide employees (in thousands)80 80

$7,860 $6,588

Common Equity Tier 1 capital—Standardized15.9 %15.2 %

Tier 1 capital—Standardized18.0 %17.1 %

Common Equity Tier 1 capital—Advanced15.7 %15.5 %

Tier 1 capital—Advanced17.8 %17.4 %

Tier 1 leverage6.9 %6.7 %

SLR5.6 %5.5 %

2.ROE and ROTCE represent earnings applicable to Morgan Stanley common shareholders as a percentage of average common equity and average tangible common equity, respectively.

December 2024 Form 10-K28

8.Client assets represent the sum of Wealth Management client assets and Investment Management AUM. Certain Wealth Management client assets are invested in Investment Management products and are therefore also included in Investment Management’s AUM.

The economic environment, client and investor confidence and overall market sentiment improved in 2024. While interest rates declined in recent months, elevated inflation, geopolitical risks including ongoing tensions in the Middle East, uncertainties surrounding government and policy developments in the markets we operate in and the timing and pace of further interest rate actions present ongoing risks to the economic environment. These factors have impacted, and could continue to impact capital markets and our businesses, as discussed further in “Business Segments” herein.

For more information on economic and market conditions, and the potential effects of geopolitical events and acts of war or aggression on our future results, refer to “Risk Factors” and “Forward-Looking Statements.”

We present certain non-GAAP financial measures that exclude the impact of mark-to-market gains and losses, net of financing costs on DCP investments from net revenues. We also exclude the impact of mark-to-market gains and losses on DCP from compensation expenses. The impact of DCP investments and DCP are primarily reflected in our Wealth Management business segment results. These measures allow for better comparability of period-to-period underlying operating performance and revenue trends. By excluding the impact of these items, we are better able to describe the business drivers and resulting impact to net revenues and

corresponding change to the associated compensation expenses. For additional information on DCP, refer to “Other Matters” herein.

202420232022

Net revenues$61,761 $54,143 $53,668

(363)(434)1,198

Adjusted Net revenues—non-GAAP$61,398 $53,709 $54,866

Compensation expense$26,178 $24,558 $23,053

(672)(668)716

Adjusted Compensation expense—non-GAAP$25,506 $23,890 $23,769

Wealth Management Net revenues$28,420 $26,268 $24,417

(239)(282)858

Adjusted Wealth Management Net revenues—non-GAAP$28,181 $25,986 $25,275

Wealth Management Compensation expense$15,207 $13,972 $12,534

(431)(412)530

Adjusted Wealth Management Compensation expense—non-GAAP$14,776 $13,560 $13,064

$ in millions202420232022

$94,761 $90,288 $91,391

Less: Goodwill and net intangible assets(23,157)(23,761)(24,268)

$71,604 $66,527 $67,123

December 2024 Form 10-K

$ in millions202420232022

$91,699 $90,819 $93,873

Less: Goodwill and net intangible assets(23,482)(24,013)(24,789)

$68,217 $66,806 $69,084

$ in billions202420232022

Institutional Securities$45.0 $45.6 $48.8

Wealth Management29.1 28.8 31.0

Investment Management10.8 10.4 10.6

Institutional Securities14 %7 %10 %

Wealth Management20 %17 %16 %

Investment Management8 %6 %6 %

Institutional Securities$44.6 $45.2 $48.3

Wealth Management15.5 14.8 16.3

Investment Management1.1 0.7 0.8

Institutional Securities14 %7 %10 %

Wealth Management37 %33 %31 %

Investment Management76 %88 %86 %

Substantially all of our operating revenues and operating expenses are directly attributable to our business segments. Certain revenues and expenses have been allocated to each business segment, generally in proportion to its respective net revenues, non-interest expenses or other relevant measures. See Note 22 to the financial statements for segment net revenues by income statement line item and information on intersegment transactions.

Within the Institutional Securities business segment, Trading revenues arise from transactions in cash instruments and derivatives in which we act as a market maker for our clients. In this role, we stand ready to buy, sell or otherwise transact with customers under a variety of market conditions and to provide firm or indicative prices in response to customer requests. Our liquidity obligations can be explicit in some cases, and in others, customers expect us to be willing to transact with them. In order to most effectively fulfill our market-making function, we engage in activities across all of our trading businesses that include, but are not limited to:

December 2024 Form 10-K30

Investments revenues are composed of realized and unrealized gains and losses derived from investments, including those associated with employee deferred compensation and co-investment plans. Estimates of the fair value of the investments that produce these revenues may involve significant judgment and may fluctuate significantly over time in light of business, market, economic and financial conditions, generally or in relation to specific transactions.

Within the Investment Management business segment, Investments revenues are primarily from performance-based fees in the form of carried interest, a portion of which is subject to reversal, and gains and losses from investments. The business is entitled to receive carried interest when the return in certain funds exceeds specified performance targets. Additionally, we consolidate certain sponsored Investment Management funds where revenues are primarily attributable to holders of noncontrolling interests.

Within the Wealth Management business segment, Asset management revenues are related to advisory services

associated with fee-based assets, account service and administration, as well as distribution of products. These revenues are generally based on the net asset value of the account in which a client is invested.

Within the Institutional Securities business segment, Net interest is a function of market-making strategies, client activity, and the prevailing level, term structure and volatility of interest rates. Net interest is impacted by market-making, lending and financing activities as we generally earn interest on securities held by the Firm, Securities borrowed, Securities purchased under agreements to resell, Loans and margin loans, while Borrowings, Securities loaned and Securities sold under agreements to repurchase generally incur interest expense.

December 2024 Form 10-K

Following is a description of the revenue-generating activities within our equity and fixed income businesses, as well as how their results impact the income statement line items.

Equity—Execution services. A significant portion of the results for this business is generated by commissions and fees from executing and clearing client transactions on major stock and derivative exchanges, as well as from OTC transactions. We make markets for our clients principally in equity-related securities and derivative products, including those that provide liquidity and are utilized for hedging. Market-making also generates gains and losses on inventory held to facilitate client activity, which are reflected in Trading revenues. Execution services also includes certain Investments and Other revenues.

•Global macro products. We make markets for our clients in interest rate, foreign exchange and emerging market products, including exchange-traded and OTC securities and derivative instruments. The results of this market-making activity are primarily driven by gains and losses from buying and selling positions to stand ready for and satisfy client demand and are recorded in Trading revenues.

•Credit products. We make markets in credit-sensitive products, such as corporate bonds and mortgage securities and other securitized products, and related derivative instruments. The values of positions in this business are sensitive to changes in credit spreads and interest rates, which result in gains and losses reflected in Trading revenues. We undertake lending activities, which include commercial mortgage lending, secured lending facilities and financing extended to sales and trading customers. Due

to the amount and type of the interest-bearing securities and loans making up this business, a significant portion of the results is also reflected in Net interest revenues.

Compensation and benefits expenses include base salaries and fixed allowances, formulaic programs, discretionary incentive compensation, amortization of deferred cash and equity awards, changes in the fair value of DCP investments, carried interest allocated to employees, severance costs, and other items such as health and welfare benefits. For additional information on DCP, refer to “Other Matters” herein.

December 2024 Form 10-K32

$ in millions20242023202220242023

Advisory$2,378 $2,244 $2,946 6 %(24)%

Equity1,599 889 851 80 %4 %

Fixed income2,193 1,445 1,438 52 %— %

Total Underwriting3,792 2,334 2,289 62 %2 %

Total Investment banking6,170 4,578 5,235 35 %(13)%

Equity12,230 9,986 10,769 22 %(7)%

Fixed income8,418 7,673 9,022 10 %(15)%

Other1,262 823 (633)53 %N/M

Net revenues28,080 23,060 24,393 22 %(5)%

Provision for credit losses202 401 211 (50)%90 %

Compensation and benefits8,669 8,369 8,246 4 %1 %

Non-compensation expenses10,460 9,814 9,221 7 %6 %

Total non-interest expenses19,129 18,183 17,467 5 %4 %

Income before provision for income taxes8,749 4,476 6,715 95 %(33)%

Provision for income taxes1,947 884 1,308 120 %(32)%

Net income6,802 3,592 5,407 89 %(34)%

Net income applicable to noncontrolling interests136 139 165 (2)%(16)%

Net income applicable to Morgan Stanley$6,666 $3,453 $5,242 93 %(34)%

$ in billions202420232022

$628 $677 $881

63 32 23

Fixed income offerings2, 4

323 236 229

Source: LSEG Data & Risk Analytics (formerly known as Refinitiv) as of January 2, 2025. Transaction volumes may not be indicative of net revenues in a given period. In addition, transaction volumes for prior periods may vary from amounts previously reported due to the subsequent withdrawal, change in value or change in timing of certain transactions.

Net revenues of $6,170 million in 2024 increased 35% compared with the prior year, reflecting an increase in underwriting and Advisory revenues.

•Advisory revenues increased primarily due to higher completed M&A transactions.

•Equity underwriting revenues increased primarily on higher initial public offerings and follow-on offerings.

•Fixed income underwriting revenues increased primarily reflecting higher bond issuances, non-investment grade loan issuances and securitized products revenues.

While Investment Banking results improved from the prior year, we continue to operate in a market environment with lower completed M&A activity relative to longer-term averages.

Total Fixed income$8,464 $394 $(730)$290 $8,418

Total Fixed income$7,848 $375 $(975)$425 $7,673

Financing$5,223 $535 $(257)$36 $5,537

Execution services2,947 2,462 (81)(96)5,232

Total Equity$8,170 $2,997 $(338)$(60)$10,769

Total Fixed income$7,711 $341 $922 $48 $9,022

Net revenues of $12,230 million in 2024 increased 22% compared with the prior year, reflecting an increase in both Execution services and Financing, particularly in Asia and the Americas.

•Financing revenues increased primarily due to higher client activity and lower funding and liquidity costs.

•Execution services revenues increased primarily due to higher gains on inventory held to facilitate client activity and increased client activity in derivatives and cash equities.

Net revenues of $8,418 million in 2024 increased 10% compared with the prior year, reflecting an increase across businesses, particularly in Credit and Global macro products.

•Global macro products increased primarily due to lower losses on foreign exchange products and higher gains on rates products, on inventory held to facilitate client activity.

•Credit products revenues increased primarily due to higher lending and securitized products revenues and lower losses

December 2024 Form 10-K

on inventory held to facilitate client activity in corporate credit products.

•Commodities products and other fixed income revenues were relatively unchanged.

Other net revenues were $1,262 million in 2024 compared with $823 million in the prior year, primarily due to lower mark-to-market losses on corporate loans, inclusive of hedges, and higher net interest income and fees on corporate loans.

In 2024, the Provision for credit losses on loans and lending commitments of $202 million was primarily related to growth in the corporate loan portfolio and provisions for certain specific commercial real estate loans, partially offset by improvements in the macroeconomic outlook. The Provision for credit losses on loans and lending commitments of $401 million in 2023 was primarily related to credit deterioration in the commercial real estate sector, including provisions for certain specific loans, mainly in the office portfolio, and modest growth in certain other loan portfolios.

Non-interest expenses of $19,129 million in 2024 increased 5% compared with the prior year as a result of higher Non-compensation expenses and Compensation and benefits expenses.

•Compensation and benefits expenses increased primarily reflecting higher discretionary incentive compensation on higher revenues, partially offset by lower severance costs.

•Non-compensation expenses increased primarily reflecting higher execution-related expenses and increased technology spend, partially offset by lower legal expenses and lower FDIC special assessment cost.

December 2024 Form 10-K34

$ in millions20242023202220242023

Asset management$16,501 $14,019 $13,872 18 %1 %

3,864 3,556 2,473 9 %44 %

Net interest7,313 8,118 7,429 (10)%9 %

742 575 643 29 %(11)%

Net revenues28,420 26,268 24,417 8 %8 %

Provision for credit losses62 131 69 (53)%90 %

Compensation and benefits15,207 13,972 12,534 9 %11 %

Non-compensation expenses5,411 5,635 5,231 (4)%8 %

Total non-interest expenses20,618 19,607 17,765 5 %10 %

Income before provision for income taxes7,740 6,530 6,583 19 %(1)%

Provision for income taxes1,852 1,508 1,444 23 %4 %

Net income applicable to Morgan Stanley$5,888 $5,022 $5,139 17 %(2)%

$ in billionsAt December 31,2024At December 31,2023

$6,194$5,129

U.S. Bank Subsidiary loans$160$147

$28$21

$370$346

Period end2.73%2.92%

Period average3.05%2.43%

202420232022

$251.7$282.3$311.3

1.Client assets represent those for which Wealth Management is providing services including financial advisor-led brokerage, custody, administrative and investment advisory services; self-directed brokerage and investment advisory services; financial and wealth planning services; workplace services, including stock plan administration, and retirement plan services. See “Advisor-Led Channel” and “Self-Directed Channel” herein for additional information.

4.Annualized weighted average represents the total annualized weighted average cost of the various deposit products. Amounts at December 31, 2024 include the effect of related hedging derivatives. Amounts at December 31, 2023 exclude the effect of related hedging derivatives, which did not have a material impact on the cost of deposits. The period end cost of deposits is based upon balances and rates as of December 31, 2024 and December 31, 2023. The period average is based on daily balances and rates for the period.

NNA represent client asset inflows, inclusive of interest, dividends and asset acquisitions, less client asset outflows, and exclude the impact of business combinations/divestitures and the impact of fees and commissions. The level of NNA in a given period is influenced by a variety of factors, including macroeconomic factors that impact client investment and spending behaviors, seasonality, our ability to attract and retain financial advisors and clients, capital market and corporate activities which may impact the amount of assets in certain client channels, and large idiosyncratic inflows and

outflows. These factors have had an impact on our NNA in recent periods. Should these factors continue, the growth rate of our NNA may be impacted.

$ in billionsAt December 31,2024At December 31,2023

$4,758$3,979

$2,347$1,983

49%50%

202420232022

$123.1$109.2$162.8

3.Fee-based asset flows include net new fee-based assets (including asset acquisitions), net account transfers, dividends, interest and client fees, and exclude institutional cash management related activity. For a description of the Inflows and Outflows included in Fee-based asset flows, see Fee-based client assets herein.

At December 31,2024At December 31,2023

$1,437$1,150

8.38.1

202420232022

837759864

At December 31,2024At December 31,2023

$475$416

Number of participants (in millions)3

6.66.6

Asset management revenues of $16,501 million in 2024 increased 18% compared with the prior year, reflecting higher fee-based assets due to higher market levels and the cumulative impact of positive fee-based flows.

Transactional revenues of $3,864 million in 2024 increased 9% compared with the prior year, reflecting higher client activity particularly in equity-related transactions.

December 2024 Form 10-K

Net interest revenues of $7,313 million in 2024 decreased 10% compared with the prior year, primarily due to lower average sweep deposits, partially offset by higher yields on our investment portfolio and lending growth.

The level and pace of interest rate changes and other macroeconomic factors have impacted client preferences for cash allocation to higher-yielding products and client demand for loans. These factors, along with other developments, such as pricing changes to certain deposit types due to various competitive dynamics, have impacted our net interest income. To the extent they persist, or other factors arise, such as central bank actions and changes in the path of interest rates, net interest income may be impacted in future periods.

The Provision for credit losses on loans and lending commitments of $62 million in 2024 was primarily related to certain specific commercial real estate and securities-based loans, and portfolio growth, partially offset by improvements in the macroeconomic outlook. The Provision for credit losses on loans and lending commitments of $131 million in 2023 was primarily related to deteriorating conditions in the commercial real estate sector including provisions for certain specific loans, mainly in the office portfolio.

Non-interest expenses of $20,618 million in 2024 increased 5% compared with the prior year, as a result of higher Compensation and benefits expenses, partially offset by lower Non-compensation expenses.

•Compensation and benefits expenses increased, primarily due to an increase in the formulaic payout to Wealth Management representatives on higher compensable revenues.

•Non-compensation expenses decreased, primarily driven by lower professional services and legal expenses and lower FDIC special assessment cost, partially offset by higher technology spend.

$ in billionsAtDecember 31,2021 Inflows1,5

AtDecember 31,2022

$479 $141 $(25)$(94)$501

Unified managed467 76 (50)(85)408

Advisor211 29 (35)(38)167

Portfolio manager636 94 (67)(111)552

Subtotal$1,793 $340 $(177)$(328)$1,628

Cash management46 38 (34)— 50

Total fee-based client assets$1,839 $378 $(211)$(328)$1,678

5.Includes $75 billion of fee-based assets acquired in an asset acquisition in the first quarter of 2022, reflected in Separately managed.

Fee rate in bps202420232022

Unified managed91 92 94

Advisor79 80 81

Portfolio manager89 91 92

Subtotal65 65 66

Total fee-based client assets63 64 65

•Separately managed—accounts by which third party and affiliated asset managers are engaged to manage clients’ assets with investment decisions made by the asset

December 2024 Form 10-K36

manager. Only one third-party asset manager strategy can be held per account.

•Unified managed—accounts that provide the client with the ability to combine separately managed accounts, mutual funds and exchange-traded funds, all in one aggregate account. Investment decisions and discretionary authority may be exercised by the client, financial advisor or portfolio manager. Also includes accounts that give the client the ability to systematically allocate assets across a wide range of mutual funds, for which the investment decisions are made by the client.

December 2024 Form 10-K

$ in millions20242023202220242023

$5,627 $5,231 $5,332 8 %(2)%

234 139 43 68 %N/M

Net revenues5,861 5,370 5,375 9 %— %

Compensation and benefits2,302 2,217 2,273 4 %(2)%

Non-compensation expenses2,422 2,311 2,295 5 %1 %

Total non-interest expenses4,724 4,528 4,568 4 %(1)%

Income before provision for income taxes1,137 842 807 35 %4 %

Provision for income taxes275 199 162 38 %23 %

Net income862 643 645 34 %— %

3 4 (15)(25)%127 %

$859 $639 $660 34 %(3)%

Asset management and related fees of $5,627 million in 2024 increased 8% compared with the prior year, primarily driven by higher average AUM on higher market levels.

Performance-based income and other revenues increased to $234 million in 2024, from $139 million in the prior year, primarily due to higher accrued carried interest in infrastructure and real estate funds, partially offset by lower accrued carried interest in certain private equity funds.

Non-interest expenses of $4,724 million in 2024 increased 4% from the prior year, as a result of higher Non-compensation and Compensation and benefits expenses.

•Compensation and benefits expenses increased primarily due to higher compensation associated with carried interest.

•Non-compensation expenses increased primarily due to higher distribution expenses on higher AUM.

December 2024 Form 10-K38

Alternatives and Solutions508 140 (108)62 (9)593

173 56 (62)11 (7)171

Alternatives and Solutions431 108 (91)57 3 508

$863 $204 $(210)$125 $(8)$974

2021

Equity$395 $56 $(74)$(106)$(12)$259

Fixed Income207 66 (78)(16)(6)173

Alternatives and Solutions466 102 (83)(47)(7)431

Long-Term AUM$1,068 $224 $(235)$(169)$(25)$863

Liquidity and Overlay Services497 2,224 (2,268)(6)(5)442

Total$1,565 $2,448 $(2,503)$(175)$(30)$1,305

4.Other contains both distributions and foreign currency impact for all periods. Distributions represent decreases in invested capital due to returns of capital after the investment period of a fund. It also includes fund dividends that the client has not reinvested. Foreign currency impact reflects foreign currency changes for non-U.S. dollar denominated funds.

$ in billions202420232022

Equity$305 $279 $298

Fixed income180 170 186

Alternatives and Solutions557 466 435

Long-Term AUM Subtotal

1,042 915 919

Liquidity and Overlay Services498 464 462

Total AUM$1,540 $1,379 $1,381

Fee rate in bps202420232022

Equity71 71 70

Fixed income36 35 35

Alternatives and Solutions28 32 34

42 44 46

Liquidity and Overlay Services12 13 11

Total AUM32 34 34

Alternatives and Solutions. Includes products in fund of funds, real estate, infrastructure, private equity and credit strategies and multi-asset portfolios, as well as systematic strategies that create custom investment solutions.

Liquidity and Overlay Services. Includes liquidity fund products, as well as overlay services, which represent investment strategies that use passive exposure instruments to obtain, offset or substitute specific portfolio exposures, beyond those provided by the underlying holdings of the fund.

December 2024 Form 10-K

Our U.S. Bank Subsidiaries accept deposits, provide loans to a variety of customers, including large corporate and institutional clients, as well as high to ultra-high net worth individuals, and invest in securities. Lending activity in our U.S. Bank Subsidiaries from the Institutional Securities business segment primarily includes Secured lending facilities, Commercial and Residential real estate and Corporate loans. Lending activity in our U.S. Bank Subsidiaries from the Wealth Management business segment primarily includes Securities-based lending, which allows clients to borrow money against the value of qualifying securities, and Residential real estate loans.

$ in billionsAtDecember 31,2024AtDecember 31,2023

Available-for-sale at fair value$76.5 $66.6

Held-to-maturity47.8 51.4

Total Investment securities$124.3 $118.0

Residential real estate$66.6 $60.3

92.9 86.2

$159.5 $146.5

Corporate$7.1 $10.1

Secured lending facilities50.2 40.8

Commercial and Residential real estate10.5 10.7

Securities-based lending and Other5.6 4.1

$73.4 $65.7

$434.8 $396.1

$369.7 $346.1

The Firm sponsors a number of deferred cash-based compensation programs for current and former employees, which generally contain vesting, clawback and cancellation provisions.

Employees are permitted to allocate the value of their deferred awards among a menu of notional investments, whereby the value of their awards will track the performance of the referenced notional investments. The menu of investments, which is selected by the Firm, includes fixed income, equity, commodity and money market funds.

We invest directly, as principal, in financial instruments and other investments to economically hedge certain of our obligations under these DCP awards. Changes in the fair value of such investments, net of financing costs, are recorded in net revenues, and included in Transactional revenues in the Wealth Management business segment. Although changes in compensation expense resulting from changes in the fair value of the referenced investments will generally be offset by changes in the fair value of investments recognized in net revenues, there is typically a timing difference between the immediate recognition of gains and losses on our investments and the deferred recognition of the related compensation expense over the vesting period. While this timing difference may not be material to our Income before provision for income taxes in any individual period, it may impact the Wealth Management business segment reported ratios and operating metrics in certain periods due to potentially significant impacts to net revenues and compensation expenses. At December 31, 2024 and December 31, 2023, substantially all employee-referenced investments that subjected the Firm to price risk were economically hedged.

$ in millions202420232022

Deferred cash-based awards$770 $693 $761

Return on referenced investments672 668 (716)

Total recognized in compensation expense$1,442 $1,361 $45

$ in millions202420232022

Institutional Securities$150 $162 $(97)

Wealth Management1,100 984 11

Investment Management 192 215 131

Total recognized in compensation expense$1,442 $1,361 $45

December 2024 Form 10-K40

Award liabilities at December 31, 20242, 3

$5,658

Fully vested amounts to be distributed by the end of February 20254

(772)

Unrecognized portion of prior awards at December 31, 20243

1,590

2024 performance year awards granted in 20253

432

$6,908

1.Amounts relate to performance years 2024 and prior.

2.Balance is reflected in Other liabilities and accrued expenses in the balance sheet as of December 31, 2024.

5.Of the total projected future compensation obligation, approximately 18% relates to Institutional Securities, approximately 74% relates to Wealth Management and approximately 8% relates to Investment Management.

$623

2026389

Thereafter1,010

Total$2,022

1.Amounts relate to performance years 2024 and prior, and do not include assumptions regarding forfeitures or assumptions about future market conditions with respect to referenced investments.

The previous table sets forth an estimate of compensation expense associated with the projected future compensation obligation. Our projected future compensation obligation and expense for DCP for performance years 2024 and prior are forward-looking statements subject to uncertainty. Actual results may be materially affected by various factors, including, among other things: the performance of each participant’s referenced investments; changes in market conditions; participants’ allocation of their deferred awards; and participant cancellations or accelerations. See “Forward-Looking Statements” and “Risk Factors” for additional information.

The Financial Accounting Standards Board has issued certain accounting updates that apply to us. Accounting updates not listed below were assessed and determined to be either not applicable or to not have a material impact on our financial condition or results of operations upon adoption.

We are currently evaluating the following accounting updates; however, we do not expect a material impact on our financial condition or results of operations upon adoption:

•Disaggregation of Income Statement Expenses. This update requires quantitative and qualitative disclosure of certain expense categories contained within their relevant expense lines in the income statement, including but not limited to: (1) employee compensation; (2) depreciation; and (3) intangible asset amortization. The update requires the disaggregation of these expense lines in a tabular format in the notes to the financial statements, including the separate disclosure of certain other expenses and gains or losses included within these expense lines which are required under existing U.S. GAAP, with all other expenses permitted to be disclosed in an “other items” category. Additionally, the update requires disclosure of the total amount and definition of the Firm’s selling expenses. The update is effective for annual periods beginning January 1, 2027, and interim reporting periods beginning January 1, 2028, with early adoption permitted.

•Income Tax Disclosures. This update enhances annual income tax disclosures primarily to further disaggregate disclosures related to the income tax rate reconciliation and income taxes paid. For the income tax rate reconciliation, this update requires (1) disclosure of specific categories of reconciling items (where applicable), and (2) providing additional information for reconciling items that meet a quantitative threshold. For income taxes paid (net of refunds), this update requires disclosure of amounts disaggregated by (1) federal, state, and foreign taxes; and (2) individual jurisdictions that meet a quantitative threshold. Additionally, the update requires disclosure of (1) income (or loss) before income taxes, disaggregated between domestic and foreign; and (2) income tax expense disaggregated by federal, state and foreign. The update is effective for annual periods beginning January 1, 2025, with early adoption permitted.

December 2024 Form 10-K

In determining fair value, we use various valuation approaches. A hierarchy for inputs is used in measuring fair value that maximizes the use of observable prices and inputs, and minimizes the use of unobservable prices and inputs by requiring that the relevant observable inputs be used when available. The hierarchy is broken down into three levels: wherein Level 1 represents quoted prices in active markets, Level 2 represents valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, and Level 3 consists of valuation techniques that incorporate significant unobservable inputs and, therefore, require the greatest use of judgment. The fair values for the substantial majority of our financial assets and liabilities carried at fair value are based on observable prices and inputs and are classified in level 1 or 2, of the fair value hierarchy. Level 3 financial assets represented 0.9% and 1.2% of our total assets, as of December 31, 2024 and December 31, 2023, respectively.

In periods of market disruption, the observability of prices and inputs, as well as market liquidity, may be reduced for many instruments, which could cause an instrument to be recategorized from Level 1 to Level 2 or from Level 2 to Level 3. In addition, a downturn in market conditions could lead to declines in the valuation of many instruments carried at fair value. Imprecision in estimating unobservable market inputs or other factors can affect the amount of gain or loss recorded for a particular position. The Firm uses various methodologies and assumptions in the determination of fair value. The use of methodologies or assumptions different than those used by the Firm could result in a different estimate of fair value at the reporting date. For further information on the

definition of fair value, Level 1, Level 2, Level 3 and related valuation techniques, and quantitative information about and sensitivity of significant unobservable inputs used in Level 3 fair value measurements, see Notes 2 and 4 to the financial statements.

December 2024 Form 10-K42

Intangible assets are initially recorded at cost, or in the situation where acquired as part of a business combination, at the fair value determined as part of the acquisition method of accounting. Subsequently, amortizable intangible assets are carried in the balance sheet at amortized cost, where amortization is recognized over their estimated useful lives. Indefinite-lived intangible assets are not amortized but are tested for impairment on an annual basis as of July 1 and on an interim basis when certain events or circumstances exist.

In many legal proceedings and investigations, it is inherently difficult to determine whether any loss is probable or reasonably possible, or to estimate the amount of any loss. In addition, even where we have determined that a loss is probable or reasonably possible, or an exposure to loss or range of loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, we are often unable to reasonably estimate the amount of the loss or range of loss. It is particularly difficult to determine if a loss is probable or reasonably possible, or to estimate the amount of loss, where the factual record is being developed or contested or where plaintiffs or government entities seek substantial or indeterminate damages, restitution, forfeiture, disgorgement or penalties. Numerous issues may need to be resolved in an investigation or proceeding before a determination can be made that a loss or additional loss (or

December 2024 Form 10-K

range of loss or range of additional loss) is probable or reasonably possible, or to estimate the amount of loss, including through potentially lengthy discovery or determination of important factual matters, determination of issues related to class certification, the calculation of damages or other relief, and consideration of novel or unsettled legal questions relevant to the proceedings or investigations in question.

Significant judgment is required in deciding when and if to make these accruals, and the actual cost of a legal claim or regulatory fine/penalty may ultimately be materially different from the recorded accruals.

Our deferred tax balances may also include deferred assets related to tax attribute carryforwards, such as net operating losses and tax credits that will be realized through reduction of future tax liabilities and, in some cases, are subject to expiration if not utilized within certain periods. We perform regular reviews to ascertain whether deferred tax assets are realizable. These reviews include management’s estimates and assumptions regarding future taxable income and incorporate various tax-planning strategies, including

strategies that may be available to tax attribute carryforwards before they expire.

Significant judgment is required in estimating the consolidated provision for (benefit from) income taxes, current and deferred tax balances (including valuation allowance, if any), accrued interest or penalties and uncertain tax positions. Revisions in estimates and/or the actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any.

December 2024 Form 10-K44

At December 31, 2023

Cash and cash equivalents$72,928 $16,172 $132 $89,232

Trading assets at fair value353,841 7,962 5,271 367,074

Investment securities39,212 115,595 — 154,807

Securities purchased under agreements to resell90,701 20,039 — 110,740

Securities borrowed119,823 1,268 — 121,091

Customer and other receivables47,333 31,237 1,535 80,105

72,110 146,526 4 218,640

424 10,199 6,084 16,707

26 3,427 3,602 7,055

14,108 12,743 1,391 28,242

Total assets$810,506 $365,168 $18,019 $1,193,693

December 2024 Form 10-K

At December 31, 2024 and December 31, 2023, we maintained sufficient Liquidity Resources to meet current and contingent funding obligations as modeled in our Liquidity Stress Tests.

We maintain sufficient liquidity resources, which consist of HQLA and cash deposits with banks (“Liquidity Resources”), to cover daily funding needs and to meet strategic liquidity targets sized by the Required Liquidity Framework and Liquidity Stress Tests. We actively manage the amount of our Liquidity Resources considering the following components: unsecured debt maturity profile; balance sheet size and composition; funding needs in a stressed environment, inclusive of contingent cash outflows; legal entity, regional and segment liquidity requirements; regulatory requirements; and collateral requirements.

$ in millionsDecember 31, 2024September 30, 2024

Cash deposits with central banks$58,493 $48,848

U.S. government obligations161,952 171,663

U.S. agency and agency mortgage-backed securities94,512 90,290

22,646 24,011

Other investment grade securities600 810

$338,203 $335,622

Cash deposits with banks (non-HQLA)7,237 6,998

Total Liquidity Resources$345,440 $342,620

2.Primarily composed of unencumbered French, U.K., Japanese, Italian, German, and Spanish government obligations

$ in millionsDecember 31, 2024September 30, 2024

Parent Company$71,981 $76,366

Non-Parent Company61,684 60,537

Total U.S.133,665 136,903

Non-U.S.61,432 63,965

Total Non-Bank legal entities195,097 200,868

U.S.144,735 136,171

Non-U.S.5,608 5,581

Total Bank legal entities150,343 141,752

Total Liquidity Resources$345,440 $342,620

As of December 31, 2024, we and our U.S. Bank Subsidiaries are compliant with the minimum LCR and NSFR requirements of 100%.

December 2024 Form 10-K46

$ in millionsDecember 31, 2024September 30, 2024

Cash deposits with central banks$53,836 $40,406

213,394 234,710

$267,230 $275,116

Net cash outflows$205,780 $205,868

LCR130 %134 %

$ in millionsDecember 31, 2024September 30, 2024

$616,689 $610,727

Required stable funding507,022 502,318

NSFR122 %122 %

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Securities purchased under agreements to resell and Securities borrowed$242,424 $231,831

Securities sold under agreements to repurchase and Securities loaned$65,293 $77,708

$9,625 $6,219

$ in millionsDecember 31, 2024December 31, 2023

Securities purchased under agreements to resell and Securities borrowed$250,354 $235,928

Securities sold under agreements to repurchase and Securities loaned$74,949 $87,285

In addition to the collateralized financing transactions shown in the previous table, we engage in financing transactions collateralized by customer-owned securities, which are segregated in accordance with regulatory requirements. Receivables under these financing transactions, primarily margin loans, are included in Customer and other receivables in the balance sheet, and payables under these financing transactions, primarily to prime brokerage customers, are included in Customer and other payables in the balance sheet. Our risk exposure on these transactions is mitigated by collateral maintenance policies and the elements of our Liquidity Risk Management Framework.

December 2024 Form 10-K

deposit carried at fair value, which are primarily composed of: instruments whose payments and redemption values are linked to the performance of a specific index, a basket of stocks, a specific equity security, a commodity, a credit exposure or basket of credit exposures; and instruments with various interest rate-related features, including step-ups, step-downs and zero coupons. Also included are unsecured contracts that are not classified as OTC derivatives because they fail initial net investment criteria. As part of our asset/liability management strategy, when appropriate, we use derivatives to make adjustments to the interest rate risk profile of our borrowings (see Notes 6 and 13 to the financial statements).

$ in millionsAtDecember 31,2024 AtDecember 31,2023

$142,550 $148,274

Savings and other157,348 139,978

Total Savings and demand deposits299,898 288,252

76,109 63,552

$376,007 $351,804

Deposits are primarily sourced from our Wealth Management clients and are considered to have stable, low-cost funding characteristics relative to other sources of funding. Each category of deposits presented above has a different cost profile and clients may respond differently to changes in interest rates and other macroeconomic conditions. Total deposits in 2024 increased primarily due to increases in Savings and Time deposits, partially offset by a reduction in Brokerage sweep deposits, largely due to net outflows to alternative cash equivalent and other investment products.

Borrowings by Maturity at December 31, 20241

Original maturities of one year or less$— $4,512 $4,512

2025$7,544 $14,377 $21,921

202624,738 13,231 37,969

202720,716 13,334 34,050

202813,844 14,875 28,719

202916,318 9,841 26,159

Thereafter98,886 36,603 135,489

Total greater than one year$182,046 $102,261 $284,307

Total$182,046 $106,773 $288,819

Borrowings of $289 billion at December 31, 2024 increased when compared with $264 billion at December 31, 2023, primarily due to issuances net of maturities and redemptions.

We believe that accessing debt investors through multiple distribution channels helps provide consistent access to the unsecured markets. In addition, the issuance of borrowings with original maturities greater than one year allows us to reduce reliance on short-term credit-sensitive instruments. Borrowings with original maturities greater than one year are generally managed to achieve staggered maturities, thereby mitigating refinancing risk, and to maximize investor diversification through sales to global institutional and retail clients across regions, currencies and product types.

We rely on external sources to finance a significant portion of our daily operations. Our credit ratings are one of the factors in the cost and availability of financing and can have an impact on certain trading revenues, particularly in those businesses where longer-term counterparty performance is a key consideration, such as certain OTC derivative transactions. When determining credit ratings, rating agencies consider both company-specific and industry-wide factors. See also “Risk Factors—Liquidity Risk.”

Parent Company and U.S. Bank Subsidiaries Issuer Ratings at February 14, 2025

DBRS, Inc.R-1 (middle)A (high)Positive

In connection with certain OTC derivatives and certain other agreements where we are a liquidity provider to certain financing vehicles associated with the Institutional Securities

December 2024 Form 10-K48

business segment, we may be required to provide additional collateral, immediately settle any outstanding liability balances with certain counterparties or pledge additional collateral to certain clearing organizations in the event of a future credit rating downgrade irrespective of whether we are in a net asset or net liability position. See Note 6 to the financial statements for additional information on OTC derivatives that contain such contingent features.

in millions, except for per share data202420232022

Number of shares33 62 113

Average price per share$99.16 $85.35 $87.25

Total$3,250 $5,300 $9,865

Announcement dateJanuary 16, 2025

Amount per share$0.925

Date paidFebruary 14, 2025

Shareholders of record as ofJanuary 31, 2025

We are an FHC under the BHC Act and are subject to the regulation and oversight of the Federal Reserve. The Federal Reserve establishes capital requirements for us, including “well-capitalized” standards, and evaluates our compliance with such capital requirements. The OCC establishes similar capital requirements and standards for our U.S. Bank Subsidiaries. The regulatory capital requirements are largely based on the Basel III capital standards established by the Basel Committee and also implement certain provisions of the Dodd-Frank Act. For us to remain an FHC, we must remain well-capitalized in accordance with standards established by the Federal Reserve, and our U.S. Bank Subsidiaries must remain well-capitalized in accordance with standards established by the OCC. In addition, many of our regulated subsidiaries are subject to regulatory capital requirements, including regulated subsidiaries registered as swap dealers with the CFTC or conditionally registered as security-based swap dealers with the SEC or registered as broker-dealers or futures commission merchants. For additional information on regulatory capital requirements for our U.S. Bank Subsidiaries, as well as our subsidiaries that are swap entities, see Note 16 to the financial statements.

Risk-Based Regulatory Capital. Risk-based capital ratio requirements apply to Common Equity Tier 1 (“CET1”)

December 2024 Form 10-K

capital, Tier 1 capital and Total capital (which includes Tier 2 capital), each as a percentage of RWA, and consist of regulatory minimum required ratios plus our capital buffer requirement. Capital requirements require certain adjustments to, and deductions from, capital for purposes of determining these ratios.

AtDecember 31,2024 AtDecember 31,2023 At December 31, 2024 and December 31, 2023

Capital conservation buffer——2.5%

6.0%5.4%N/A

0%0%0%

Capital buffer requirement9.0%8.4%5.5%

The capital buffer requirement represents the amount of CET1 capital we must maintain above the minimum risk-based capital requirements in order to avoid restrictions on our ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers. Our capital buffer requirement computed under the standardized approaches for calculating credit risk and market RWAs (“Standardized Approach”) is equal to the sum of our SCB, G-SIB capital surcharge and CCyB, and our capital buffer requirement computed under the applicable advanced approaches for calculating credit risk, market risk and operational risk RWAs (“Advanced Approach”) is equal to our 2.5% capital conservation buffer, G-SIB capital surcharge and CCyB.

Regulatory MinimumAtDecember 31,2024 AtDecember 31,2023 At December 31, 2024 and December 31, 2023

4.5 %13.5%12.9%10.0%

Tier 1 capital ratio6.0 %15.0%14.4%11.5%

Total capital ratio8.0 %17.0%16.4%13.5%

1.Required ratios represent the regulatory minimum plus the capital buffer requirement.

•Market risk: Adverse changes in the level of one or more market prices, rates, spreads, indices, volatilities,

correlations or other market factors, such as market liquidity; and

•Operational risk: Inadequate or failed processes or systems, from human factors or from external events (e.g., fraud, theft, legal and compliance risks, cyber attacks or damage to physical assets).

Our risk-based capital ratios are computed under each of (i) the Standardized Approach and (ii) the Advanced Approach. The credit risk RWA calculations between the two approaches differ in that the Standardized Approach requires calculation of RWA using prescribed risk weights and exposure methodologies, whereas the Advanced Approach utilizes models to calculate exposure amounts and risk weights. At December 31, 2024 and December 31, 2023, the differences between the actual and required ratios were lower under the Standardized Approach.

CECL Deferral. Beginning on January 1, 2020, we elected to defer the effect of the adoption of CECL on our risk-based and leverage-based capital amounts and ratios, as well as our RWA, adjusted average assets and supplementary leverage exposure calculations, over a five-year transition period. The deferral impacts began to phase in at 25% per year from January 1, 2022 and were phased-in at 75% from January 1, 2024. The deferral impacts were fully phased-in from January 1, 2025.

December 2024 Form 10-K50

$ in millionsAt December 31, 2024

At December 31, 2023

At December 31, 2023

CET1 capital$75,095 $69,448 $75,095 $69,448

Tier 1 capital84,790 78,183 84,790 78,183

Total capital95,567 88,874 94,846 88,190

Total RWA471,834 456,053 477,331 448,154

CET1 capital15.9 %15.2 %15.7 %15.5 %

Tier 1 capital18.0 %17.1 %17.8 %17.4 %

Total capital20.3 %19.5 %19.9 %19.7 %

CET1 capital13.5 %12.9 %10.0 %10.0 %

Tier 1 capital15.0 %14.4 %11.5 %11.5 %

Total capital17.0 %16.4 %13.5 %13.5 %

Leveraged-based capital

$ in millionsAt December 31,

At December 31, 2023

Leveraged-based capital

$1,223,779 $1,159,626

1,517,687 1,429,552

Leveraged-based capital ratios

Tier 1 leverage6.9 %6.7 %

SLR5.6 %5.5 %

Tier 1 leverage4.0 %4.0 %

SLR5.0 %5.0 %

1.Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments, certain deferred tax assets and other capital deductions.

$ in millionsAtDecember 31,2024AtDecember 31,2023 Change

$94,761 $90,288 $4,473

Net goodwill(16,354)(16,394)40

Net intangible assets(5,003)(5,509)506

62 124 (61)

1,629 939 690

$75,095 $69,448 $5,647

Preferred stock$9,750 $8,750 $1,000

Noncontrolling interests807 758 49

Additional Tier 1 capital$10,557 $9,508 $1,049

Deduction for investments in covered funds(862)(773)(89)

Total Tier 1 capital$84,790 $78,183 $6,607

Subordinated debt$8,851 $8,760 $91

Eligible ACL2,065 2,051 14

Other adjustments and deductions(139)(120)(19)

Total Standardized Tier 2 capital$10,777 $10,691 $86

Total Standardized capital$95,567 $88,874 $6,693

Subordinated debt$8,851 $8,760 $91

Eligible credit reserves1,344 1,367 (23)

Other adjustments and deductions(139)(120)(19)

Total Advanced Tier 2 capital$10,056 $10,007 $49

Total Advanced capital$94,846 $88,190 $6,656

1.Other adjustments and deductions used in the calculation of CET1 capital primarily includes net after-tax DVA, the credit spread premium over risk-free rate for derivative liabilities, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments and certain deferred tax assets.

December 2024 Form 10-K

Balance at December 31, 2023$407,731 $297,858

Derivatives(8,690)3,106

Securities financing transactions9,699 1,871

Investment securities(133)(2,515)

Commitments, guarantees and loans7,956 15,523

Equity investments(50)(279)

Other credit risk1,469 865

Total change in credit risk RWA$10,251 $18,571

Balance at December 31, 2023$48,322 $48,201

Regulatory VaR124 124

Regulatory stressed VaR643 643

Incremental risk charge1,577 1,577

Comprehensive risk measure(98)493

Specific risk3,284 3,284

Total change in market risk RWA$5,530 $6,121

Balance at December 31, 2023N/A$102,095

Change in operational risk RWAN/A4,485

Total RWA$471,834 $477,331

In 2024, Credit risk RWA increased under both the Standardized and Advanced Approaches. Under the Standardized Approach, the increase was primarily due to higher Securities financing transactions, growth in Corporate lending, as well as an increase in Other credit risk driven by securitizations. These increases were partially offset by decreased exposure in derivatives. Under the Advanced Approach, the increase was primarily due to growth in Corporate lending, increase in Derivatives driven by counterparty credit risk, and higher Securities financing transactions. These increases were partially offset by decreased exposure in investment securities.

Market risk RWA increased in 2024 under both the Standardized and Advanced Approaches, primarily driven by higher charges on Specific risk and Incremental risk due to increased exposures.

The increase in Operational risk RWA in 2024 is related to legal expenses and execution losses.

We and other U.S. G-SIBs are subject to an additional risk-based capital surcharge, the G-SIB capital surcharge, which must be satisfied using CET1 capital and which functions as an extension of the capital conservation buffer. The surcharge is calculated based on the G-SIB’s size, interconnectedness, cross-jurisdictional activity, and complexity and

A covered BHC is also required to maintain minimum external TLAC equal to the greater of (i) 18% of total RWA or (ii) 7.5% of its total leverage exposure (the denominator of its SLR). Covered BHCs must also meet a minimum external LTD requirement equal to the greater of (i) total RWA multiplied by the sum of 6% plus the higher of the Method 1 or Method 2 G-SIB capital surcharge applicable to the Parent Company or (ii) 4.5% of its total leverage exposure.

TLAC buffer requirements are imposed on top of both the risk-based and leverage exposure-based external TLAC minimum requirements. The risk-based TLAC buffer is equal to the sum of 2.5%, our Method 1 G-SIB surcharge and the CCyB, if any, as a percentage of total RWA. The leverage exposure-based TLAC buffer is equal to 2% of our total leverage exposure. Failure to maintain the buffers would result in restrictions on our ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers.

December 2024 Form 10-K52

AtDecember 31,2024 AtDecember 31,2023

$266,146 $250,914

External TLAC as a % of RWA18.0 %21.5 %55.8 %55.0 %

External TLAC as a % of leverage exposure7.5 %9.5 %17.5 %17.6 %

$169,690 $162,547

Eligible LTD as a % of RWA9.0 %9.0 %35.5 %35.6 %

Eligible LTD as a % of leverage exposure4.5 %4.5 %11.2 %11.4 %

We are in compliance with all TLAC requirements as of December 31, 2024 and December 31, 2023.

We must submit, on at least an annual basis, a capital plan to the Federal Reserve, taking into account the results of separate annual stress tests designed by us and the Federal Reserve, so that the Federal Reserve may assess our systems and processes that incorporate forward-looking projections of revenues and losses to monitor and maintain our internal capital adequacy. As banks with less than $250 billion of total assets, our U.S. Bank Subsidiaries are not subject to company-run stress test regulatory requirements.

The capital plan must include a description of all planned capital actions over a nine-quarter planning horizon, including any issuance or redemption of a debt or equity capital instrument, any capital distribution (i.e., payments of dividends or stock repurchases) and any similar action that the Federal Reserve determines could impact our consolidated capital. The capital plan must include a discussion of how we

will maintain capital above the minimum regulatory capital ratios and how we will serve as a source of strength to our U.S. Bank Subsidiaries under supervisory stress scenarios. In addition, the Federal Reserve has issued guidance setting out its heightened expectations for capital planning practices at certain large financial institutions, including us.

For the 2024 capital planning and stress test cycle, we submitted our capital plan and company-run stress test results to the Federal Reserve on April 5, 2024. On June 26, 2024, the Federal Reserve published summary results of its supervisory stress tests of each large BHC, in which the projected decline in our CET1 ratio in the severely adverse scenario increased from the prior annual supervisory stress test by 50 basis points, from 4.1% to 4.6%. Following the publication of the supervisory stress test results, we announced that our SCB will be 6.0% from October 1, 2024 through September 30, 2025. In addition to the projected decline in our Common Equity Tier 1 ratio in the severely adverse scenario, our SCB reflects the increase in our common stock dividend in the dividend add-on. Together with other features of the regulatory capital framework, this SCB results in an aggregate Standardized Approach Common Equity Tier 1 ratio of 13.5%. Generally, our SCB is determined annually based on the results of the supervisory stress test.

We also disclosed a summary of the results of our company-run stress tests on our Investor Relations website and increased our quarterly common stock dividend to $0.925 per share from $0.85, beginning with the common stock dividend announced on July 16, 2024.

December 2024 Form 10-K

$ in billions202420232022

Institutional Securities$45.0 $45.6 $48.8

29.1 28.8 31.0

10.8 10.4 10.6

Parent6.8 6.0 3.5

Total$91.7 $90.8 $93.9

We are required to submit once every two years to the Federal Reserve and the FDIC (“Agencies”) a resolution plan that describes our strategy for a rapid and orderly resolution under the U.S. Bankruptcy Code in the event of our material financial distress or failure. We submitted our 2023 full resolution plan on June 30, 2023. In June 2024, we received joint feedback on our 2023 resolution plan from the Agencies, with no shortcomings or deficiencies identified. Our next resolution plan submission will be a targeted resolution plan in July 2025. For more information about resolution planning requirements, see “Business—Supervision and Regulation—Financial Holding Company—Resolution and Recovery Planning.”

As described in our most recent resolution plan, our preferred resolution strategy is an SPOE strategy. In line with our

SPOE strategy, the Parent Company has transferred, and has agreed to transfer on an ongoing basis, certain assets to its wholly owned, direct subsidiary Morgan Stanley Holdings LLC (the “Funding IHC”). In addition, the Parent Company has entered into an amended and restated support agreement with its material entities (including the Funding IHC) and certain other subsidiaries. In the event of a resolution scenario, the Parent Company would be obligated to contribute all of its contributable assets to our supported entities and/or the Funding IHC. The Funding IHC would be obligated to provide capital and liquidity, as applicable, to our supported entities. The combined implication of the SPOE resolution strategy and the requirement to maintain certain levels of TLAC is that losses in resolution would be imposed on the holders of eligible LTD and other forms of eligible TLAC issued by the Parent Company before any losses are imposed on creditors of our supported entities and without requiring taxpayer or government financial support.

Basel III Endgame and G-SIB Surcharge Proposals

On July 27, 2023, U.S. banking agencies proposed revisions to risk-based capital and related standards applicable to us and our U.S. Bank Subsidiaries (“Basel III Endgame Proposal”). We continue to monitor developments related to this rulemaking as well as the proposed revisions to the G-SIB capital surcharge framework.

December 2024 Form 10-K54

Our risk appetite defines the aggregate level and types of risk that the Firm is willing to accept to achieve its business objectives, taking into account the interests of clients and fiduciary duties to shareholders, as well as capital and other regulatory requirements. This risk appetite is embedded in our risk culture and linked to our short-term and long-term strategic, capital and financial plans, as well as compensation programs. This risk appetite and the related Board-level risk limits and risk tolerance statements are reviewed and approved by the Risk Committee of the Board (“BRC”) and the Board on at least an annual basis.

December 2024 Form 10-K

The Board has also authorized the Firm Risk Committee (“FRC”), a management committee appointed and co-chaired by the Chief Executive Officer and Chief Risk Officer, which includes the most senior officers of the Firm from the business, independent risk functions and control groups, to help oversee the ERM framework. The FRC’s responsibilities include: oversight of our risk management principles, procedures, limits and tolerances; the monitoring of capital levels and material market, credit, model, operational, liquidity, legal, compliance, reputational and other risks, as appropriate; and the steps management has taken to monitor and manage such risks. The FRC also establishes and communicates risk appetite, including aggregate Firm limits and tolerances, as appropriate. The Governance Process Review Subcommittee of the FRC oversees governance and process issues on behalf of the FRC. The FRC reports to the Board, the BAC, the BOTC and the BRC through the Chief Risk Officer, Chief Financial Officer, Chief Legal Officer and Head of Non-Financial Risk.

Each business segment has a risk committee that is responsible for helping to ensure that the business segment, as applicable, adheres to established limits for market, credit, operational and other risks; implements risk measurement, monitoring, and management policies, procedures, controls and systems that are consistent with the risk framework established by the FRC; and reviews, on a periodic basis, our aggregate risk exposures, risk exception experience, and the efficacy of our risk identification, measurement, monitoring and management policies and procedures, and related controls.

December 2024 Form 10-K56

The Financial Risk Management functions (Market Risk, Credit Risk, Model Risk and Liquidity Risk Management Departments) and Non-Financial Risk Management functions (Compliance, Global Financial Crimes, and Operational Risk Departments) are independent of our business units and report to the Chief Risk Officer and Head of Non-Financial Risk, respectively. These functions assist senior management and the FRC in monitoring and controlling our risk through a number of control processes. Each function maintains its own risk governance structure with specified individuals and committees responsible for aspects of managing risk. Further discussion about the responsibilities of the risk management functions may be found under “Market Risk,” “Credit Risk,” “Operational Risk,” “Model Risk,” “Liquidity Risk,” and “Legal, Regulatory and Compliance Risk” herein.

Our support and control groups include, but are not limited to, Legal, the Finance Division, the Technology Division (“Technology”), the Operations Division (“Operations”), the Human Capital Management, and Firm Strategy and Execution. Our support and control functions coordinate with

the business segment control groups to review the risk monitoring and risk management policies and procedures relating to, among other things, controls over financial reporting and disclosure; each business segment’s market, credit and operational risk profile; liquidity risks; model risks; sales practices; reputational, legal enforceability, compliance and regulatory risks; and technological risks. Participation by the senior officers of the Firm and business segment control groups helps ensure that risk policies and procedures, exceptions to risk limits, new products and business ventures, and transactions with risk elements undergo thorough review.

The Internal Audit Department (“IAD”) independently identifies and assesses risks facing the Firm and provides independent, objective and timely assurance to stakeholders about the effectiveness of risk management, governance and controls over key risks within the Firm’s businesses and functions. Every activity (including outsourced activities) and every entity of the Firm (including subsidiaries, affiliates and branches) is subject to IAD coverage. IAD develops and executes a comprehensive risk-based assurance plan to fulfill its role and purpose, which includes assessing compliance with policies, procedures and laws and regulations. IAD may also conduct other activities, such as retrospective reviews, pre-implementation reviews and investigations as requested by the BAC, senior management or the Firm’s regulators.

IAD executes its activities in accordance with the mandatory elements of The Institute of Internal Auditors’ International Professional Practices Framework as well as the Firm’s Code of Ethics and Business Conduct, regulatory requirements, and IAD’s policies, procedures, standards and guidance. The Chief Audit Officer, who reports directly to the Chair of the BAC and administratively to the Firm’s Chief Executive Officer (“CEO”), communicates the results of IAD activities to the BAC on a quarterly basis and periodically to the BRC and BOTC.

The Board is responsible for overseeing the Firm’s practices and procedures relating to culture, values and conduct, as set forth in the Board’s Corporate Governance Policies. Senior management committees oversee the Firmwide culture, values and conduct program and report regularly to the Board. A

December 2024 Form 10-K

fundamental building block of these programs is the Firm’s Code of Conduct, which establishes standards for employee conduct that further reinforce the Firm’s commitment to integrity and ethical conduct. Every new hire and every employee annually is required to certify to their understanding of and adherence to the Code of Conduct. The Firm’s Global Conduct Risk Management Policy also sets out a consistent global framework for managing conduct risk (i.e., the risk arising from misconduct by employees or contingent workers) and conduct risk incidents at the Firm.

December 2024 Form 10-K58

December 2024 Form 10-K

Interest rate and credit spread$29 $34 $43 $27

Equity price19 24 38 15

Foreign exchange rate6 9 18 5

Commodity price11 17 35 10

(27)(40)N/AN/A

Primary Risk Categories$38 $44 $60 $33

Credit Portfolio25 21 25 18

(22)(15)N/AN/A

Total Management VaR$41 $50 $72 $41

Average Total Management VaR and average Management VaR for the Primary Risk Categories decreased from 2023, primarily driven by lower market volatility.

We evaluate the reasonableness of our VaR model by comparing the potential declines in portfolio values generated by the model with corresponding actual trading results for the Firm, as well as individual business units. For days where losses exceed the VaR statistic, we examine the drivers of

December 2024 Form 10-K60

trading losses to evaluate the VaR model’s accuracy. There were 11 trading loss days in 2024, none of which exceeded 95% Total Management VaR, compared to 16 trading loss days in 2023, one of which exceeded 95% Total Management VaR.

Daily 95%/One-Day Total Management VaR for 2024

Daily Net Trading Revenues for 2024

Daily net trading revenues include profits and losses from Interest rate and credit spread, Equity price, Foreign exchange rate, Commodity price, and Credit Portfolio positions and intraday trading activities for our trading businesses. Certain items such as fees, commissions, net interest income and counterparty default risk are excluded from daily net trading revenues and the VaR model. Revenues required for Regulatory VaR backtesting further exclude intraday trading.

We believe that sensitivity analysis is an appropriate representation of our non-trading risks. The following

sensitivity analyses cover substantially all of the non-trading market risk in our portfolio.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Borrowings carried at fair value49 48

Wealth Management Net Interest Income Sensitivity Analysis1

$ in millionsAtDecember 31,2024 AtDecember 31,2023

$699 $1,127

+100350 585

-100(371)(609)

(803)(1,255)

1. The prior period has been revised to conform to the current period presentation.

Our Wealth Management business segment balance sheet is asset sensitive, given assets reprice faster than liabilities, resulting in higher net interest income in higher interest rate scenarios and lower net interest income in lower interest rate scenarios. The level of interest rates may impact the amount of deposits held at the Firm, given competition for deposits

December 2024 Form 10-K

from other institutions and alternative cash-equivalent products available to depositors. Further, the level of interest rates could also impact client demand for loans. Net interest income sensitivity to interest rates at December 31, 2024 decreased from December 31, 2023, primarily driven by the effects of changes in the mix of our assets and liabilities and changes in market rates.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

$571 $481

MUMSS122 134

Other Firm investments463 399

We have exposure to public and private companies through direct investments, as well as through funds that invest in these assets. These investments are predominantly equity positions with long investment horizons, a portion of which is for business facilitation purposes. The market risk related to these investments is measured by estimating the potential reduction in net revenues associated with a reasonably possible 10% decline in investment values and related impact on performance-based income, as applicable. Investment sensitivity changed between December 31, 2024 and December 31, 2023 primarily due to new investments in the Community Reinvestment Act affordable housing and new private credit funds in Investment Management.

December 2024 Form 10-K62

We may seek to mitigate credit risk from our lending and trading activities in multiple ways, including collateral provisions, guarantees and hedges. At the transaction level, we seek to mitigate risk through management of key risk elements such as size, tenor, financial covenants, seniority and collateral. We actively hedge our lending and derivatives exposures. Hedging activities consist of the purchase, sale or transfer of positions in related securities and financial instruments, including a variety of derivative products (e.g., futures, forwards, swaps and options). Additionally, we may sell, assign or syndicate loans and lending commitments to other financial institutions in the primary and secondary loan markets.

December 2024 Form 10-K

At December 31, 2023

Corporate$6,758 $11,862 $— $18,620

Secured lending facilities39,498 3,161 — 42,659

Commercial and Residential real estate8,678 209 3,331 12,218

Securities-based lending and Other2,818 — 4,402 7,220

Total Institutional Securities57,752 15,232 7,733 80,717

Residential real estate60,375 22 — 60,397

Securities-based lending and Other86,423 1 — 86,424

Total Wealth Management146,798 23 — 146,821

4 — 455 459

204,554 15,255 8,188 227,997

ACL(1,169)(1,169)

Total loans, net of ACL$203,385 $15,255 $8,188 $226,828

$128,134 $21,329 $510 $149,973

Total exposure$331,519 $36,584 $8,698 $376,801

In 2024, total loans and lending commitments increased by approximately $47 billion, primarily due to an increase in Corporate lending commitments and Secured lending facilities within the Institutional Securities business segment, and growth across portfolios within the Wealth Management business segment.

$ in millions2024

Beginning balance$1,169

Gross charge-offs(242)

Recoveries7

(235)

Provision for credit losses146

Other(14)

Ending balance$1,066

Beginning balance$551

Provision for credit losses118

Other(13)

Ending balance$656

Total ending balance$1,722

Loans$81 $65 $146

Lending commitments121 (3)118

Total$202 $62 $264

Credit exposure arising from our loans and lending commitments is measured in accordance with our internal risk management standards. Risk factors considered in determining the allowance for credit losses for loans and lending commitments include the borrower’s financial strength, industry, facility structure, LTV ratio, debt service ratio, collateral and covenants. Qualitative and environmental factors such as economic and business conditions, nature and volume of the portfolio and lending terms, and volume and severity of past due loans may also be considered.

The allowance for credit losses for loans and lending commitments was relatively unchanged since December 31, 2023, reflecting provisions for certain specific commercial real estate loans and growth in the corporate loan portfolio, offset by charge-offs related to commercial real estate lending, mainly in the office sector, and improvements in the macroeconomic outlook.

The base scenario used in our ACL models as of December 31, 2024 was generated using a combination of consensus economic forecasts, forward rates, and internally developed and validated models. This scenario assumes continued economic growth as well as lower interest rates relative to the prior year forecast. The ACL calculation incorporates key macroeconomic variables, including U.S. real GDP growth rate. The significance of key macroeconomic variables on the ACL calculation varies depending on portfolio composition and economic conditions.

4Q 20254Q 2026

Year-over-year growth rate1.9 %2.1 %

December 2024 Form 10-K64

Other key macroeconomic variables used in the ACL calculation include corporate credit spreads, interest rates and commercial real estate indices. See Note 2 to the financial statements for a discussion of the Firm’s ACL methodology under CECL.

At December 31, 2024At December 31, 2023

Accrual99.2 %99.7 %98.9 %99.8 %

0.8 %0.3 %1.1 %0.2 %

1.Nonaccrual loans are loans where principal or interest is not expected when contractually due or are past due 90 days or more.

$ in millionsCorporate Secured Lending FacilitiesCREResidential Real EstateSBL and OtherTotal

Net charge-off ratio 1

0.57 %0.03 %1.87 %— %0.03 %0.11 %

Average loans$6,895 $43,158 $8,620 $63,204 $91,221 $213,098

Net charge-off ratio 1

0.47 %— %1.50 %— %— %0.08 %

Average loans$7,062 $37,702 $8,590 $57,177 $91,126 $201,657

Net charge-off ratio 1

(0.09)%0.01 %0.09 %— %0.02 %0.01 %

Average loans$6,544 $33,172 $8,234 $49,937 $93,427 $191,314

At December 31, 2023

AA$3 $11 $216 $— $230

A1,054 950 182 — 2,186

BBB7,117 10,076 346 — 17,539

BB11,723 16,367 1,775 277 30,142

Other NIG9,586 12,961 2,924 156 25,627

111 1,036 62 2,910 4,119

Total loans, net of ACL29,594 41,401 5,505 3,343 79,843

AAA— 50 — — 50

AA2,610 3,064 154 — 5,828

A7,704 21,256 593 — 29,553

BBB9,161 46,304 106 — 55,571

BB4,069 16,431 1,594 414 22,508

Other NIG1,916 13,842 1,077 3 16,838

6 7 — — 13

25,466 100,954 3,524 417 130,361

Total exposure$55,060 $142,355 $9,029 $3,760 $210,204

$ in millionsAtDecember 31,2024AtDecember 31,2023

Financials$68,512 $57,804

Real estate40,041 35,342

Communications services20,425 15,301

Industrials20,024 18,056

Information technology15,666 12,430

Healthcare15,455 14,274

Consumer discretionary14,699 12,190

Consumer staples12,098 9,305

Utilities11,755 11,522

Energy9,036 9,156

Materials7,378 6,503

Insurance6,812 6,486

Other2,428 1,835

Total exposure$244,329 $210,204

The Institutional Securities business segment lending activities include Corporate, Secured lending facilities, Commercial and Residential real estate, and Securities-based lending and Other. As of December 31, 2024 and December 31, 2023, over 90% of our total lending exposure, which consists of loans and lending commitments, was investment grade and/or secured by collateral.

December 2024 Form 10-K

subordinated; may be secured or unsecured; are generally contingent upon representations, warranties and contractual conditions applicable to the borrower; and may be syndicated, traded or hedged. Relationship loans and lending commitments are extended to select institutional clients, primarily for general corporate purposes and generally with the intent to hold for the foreseeable future. Event-driven loans and lending commitments are extended in connection with specific client transactions and are explained in further detail in “Institutional Securities Event-Driven Loans and Lending Commitments” herein.

Institutional Securities Event-Driven Loans and Lending Commitments

$ in millions<11-55-15Total

Loans, net of ACL$2,253 $2,839 $733 $5,825

Lending commitments5,153 2,152 2,918 10,223

Total exposure$7,406 $4,991 $3,651 $16,048

At December 31, 2023

$ in millions<11-55-15Total

Loans, net of ACL$1,974 $2,564 $2,580 $7,118

Lending commitments3,564 685 549 4,798

Total exposure$5,538 $3,249 $3,129 $11,916

Event-driven loans and lending commitments are associated with certain underwritings and/or syndications to finance a specific transaction, such as merger, acquisition, recapitalization or project finance activities. Balances may fluctuate as such lending is related to transactions that vary in timing and size from period to period.

At December 31, 2023

Corporate$6,758 $91,752 $98,510

Secured lending facilities39,498 15,589 55,087

Commercial real estate8,678 266 8,944

2,818 915 3,733

Total, before ACL$57,752 $108,522 $166,274

ACL$(874)$(533)$(1,407)

At December 31, 2024At December 31, 2023

Americas$5,066 $820 $5,886 $5,410 $289 $5,699

EMEA3,806 522 4,328 3,127 56 3,183

Asia467 13 480 485 — 485

$9,339 $1,355 $10,694 $9,022 $345 $9,367

At December 31, 2024At December 31, 2023

Office$2,846 $109 $2,955 $3,310 $186 $3,496

Industrial2,610 125 2,735 2,435 5 2,440

Multifamily2,042 80 2,122 1,715 74 1,789

Retail1,105 971 2,076 842 7 849

Hotel736 70 806 718 73 791

Other— — — 2 — 2

$9,339 $1,355 $10,694 $9,022 $345 $9,367

The current economic environment and changes in business and consumer behavior have adversely impacted commercial real estate borrowers due to pressure from higher interest rates, tenant lease renewals, and elevated refinancing risks for loans with near-term maturities, among other issues. While we continue to actively monitor all our loan portfolios, the commercial real estate sector remains under heightened focus given the sector’s sensitivity to economic and secular factors, credit conditions, and difficulties specific to certain property types, most notably office.

As of December 31, 2024 and December 31, 2023, our lending against commercial real estate (“CRE”) properties within the Institutional Securities business segment totaled $10.7 billion and $9.4 billion, respectively. This represents

December 2024 Form 10-K66

4.4% and 4.5%, respectively, of total exposure reflected in the Institutional Securities Loans and Lending Commitments table above. Those CRE loans are originated for experienced sponsors and are generally secured by specific institutional CRE properties. In many cases, loans are subsequently syndicated or securitized on a full or partial basis, reducing our ongoing exposure.

$241 $153 $463 $17 $874

(39)(11)(165)— (215)

— — 4 1 5

(39)(11)(161)1 (210)

2 1 77 1 81

Other(4)(3)(6)(2)(15)

Ending balance$200 $140 $373 $17 $730

$431 $70 $26 $6 $533

86 19 16 — 121

Other(10)(1)(2)(1)(14)

Total ending balance$707 $228 $413 $22 $1,370

Institutional Securities HFI Loans—Ratios of Allowance for Credit Losses to Balance before Allowance

AtDecember 31,2024 AtDecember 31,2023

Corporate2.9 %3.6 %

Secured lending facilities0.3 %0.4 %

Commercial real estate4.4 %5.3 %

Securities-based lending and Other0.6 %0.6 %

Total Institutional Securities loans1.1 %1.5 %

At December 31, 2023

$76,923 $7,679 $1,494 $133 $86,229

1 91 1,255 58,950 60,297

Total loans, net of ACL$76,924 $7,770 $2,749 $59,083 $146,526

Lending commitments16,312 2,937 19 344 19,612

Total exposure$93,236 $10,707 $2,768 $59,427 $166,138

Securities-based lending allows clients to borrow money against the value of qualifying securities, generally for any purpose other than purchasing, trading or carrying securities or refinancing margin debt. We establish approved credit lines against qualifying securities and monitor limits daily and, pursuant to such guidelines, require customers to deposit additional collateral, or reduce debt positions, when necessary. These credit lines are primarily uncommitted loan facilities, as we reserve the right not to make any advances or may terminate these credit lines at any time. Factors considered in the review of these loans include, but are not limited to, the loan amount, the client’s credit profile, the degree of leverage, collateral diversification, price volatility and liquidity of the collateral. Other loans primarily include tailored lending, which typically consist of bespoke lending arrangements provided to ultra-high net worth clients. Securities-based lending and Other loans are generally secured by various types of eligible collateral, including marketable securities, private investments, commercial real estate and other financial assets.

December 2024 Form 10-K

At December 31, 2024At December 31, 2023

Retail$2,293 $— $2,293 $2,180 $3 $2,183

Multifamily1,928 261 2,189 1,891 159 2,050

Office1,951 11 1,962 1,736 16 1,752

Industrial456 — 456 454 — 454

Hotel442 — 442 400 — 400

Other309 — 309 253 — 253

$7,379 $272 $7,651 $6,914 $178 $7,092

As of December 31, 2024 and December 31, 2023, our direct lending against CRE properties totaled $7.7 billion and $7.1 billion, respectively, within the Wealth Management business segment. This represents 4.3% and 4.3%, respectively, of total exposure reflected in the Wealth Management Loans and Lending Commitments table above, primarily included within Securities-based lending and Other loans. Such loans are originated through our private banking platform, are both secured and generally benefiting from full or partial guarantees from high or ultra-high net worth clients, which partially reduce associated credit risk. At both December 31, 2024 and December 31, 2023, greater than 95% of the CRE loans balance in the Wealth Management business segment received guarantees. During 2024, there were charge-offs of Wealth Management commercial real estate loans of $25 million, mainly in the office sector. All of our lending against CRE properties within Wealth Management are in the Americas region.

Beginning balance$100 $195 $295

Gross charge-offs— (27)(27)

Recoveries— 2 2

— (25)(25)

(3)68 65

Other— 1 1

Ending balance$97 $239 $336

Beginning balance$4 $14 $18

— (3)(3)

Other— 1 1

Ending balance$4 $12 $16

Total ending balance$101 $251 $352

As of December 31, 2024 and December 31, 2023, more than 75% of Wealth Management residential real estate loans were to borrowers with “Exceptional” or “Very Good” FICO scores (i.e., exceeding 740). Additionally, Wealth Management’s securities-based lending portfolio remains well-collateralized and subject to daily client margining,

which includes requiring customers to deposit additional collateral or reduce debt positions, when necessary.

Margin and Other Lending

$ in millionsAtDecember 31,2024AtDecember 31,2023

Institutional Securities$27,612 $24,208

Wealth Management28,270 21,436

Total$55,882 $45,644

Credit exposures arising from margin lending activities are generally mitigated by their short-term nature, the value of collateral held and our right to call for additional margin when collateral values decline. However, we could incur losses in the event that the customer fails to meet margin calls and collateral values decline below the loan amount. This risk is elevated in loans backed by collateral pools with significant concentrations in individual issuers or securities with similar risk characteristics. For a further discussion, see “Risk Factors—Credit Risk” herein.

December 2024 Form 10-K68

(3,320)(44,604)(98,598)(47,132)(14,691)(208,345)

At December 31, 2023

Less than 1 year$2,013 $16,885 $37,517 $25,529 $10,084 $92,028

1-3 years1,013 7,274 18,451 12,757 7,360 46,855

3-5 years504 8,897 8,814 5,989 3,825 28,029

Over 5 years3,955 29,511 50,512 28,003 6,597 118,578

Total, gross$7,485 $62,567 $115,294 $72,278 $27,866 $285,490

Counterparty netting(3,691)(48,821)(86,826)(53,178)(15,888)(208,404)

Cash and securities collateral(2,709)(10,704)(25,921)(13,025)(5,554)(57,913)

Total, net$1,085 $3,042 $2,547 $6,075 $6,424 $19,173

$ in millionsAtDecember 31,2024AtDecember 31,2023

Financials$5,678 $7,215

Utilities3,733 4,267

Industrials1,315 937

Consumer discretionary1,046 684

Energy987 533

Communications services914 841

Regional governments799 1,319

Consumer staples734 515

Sovereign governments683 262

Information technology634 677

Materials409 383

Healthcare353 468

Insurance207 156

Not-for-profit organizations94 166

Real estate91 167

Other840 583

Total$18,517 $19,173

A credit derivative is a contract between a seller and buyer of protection against the risk of a credit event occurring on one

or more debt obligations issued by a specified reference entity. The buyer typically pays a periodic premium over the life of the contract and is protected for the period. If a credit event occurs, the seller is required to make payment to the beneficiary based on the terms of the credit derivative contract. Credit events, as defined in the contract, may be one or more of the following defined events: bankruptcy, dissolution or insolvency of the referenced entity, failure to pay, obligation acceleration, repudiation, payment moratorium and restructuring.

December 2024 Form 10-K

We conduct periodic stress testing that seeks to measure the impact on our credit and market exposures of shocks stemming from negative economic or political scenarios including changes to global trade policies and the implementation of tariffs. When deemed appropriate by our risk managers, the stress test scenarios include possible contagion effects and second order risks. This analysis, and results of the stress tests, may result in the amendment of limits or exposure mitigation.

$ in millionsUnited KingdomFranceJapan

BrazilGermany

$934 $1,530 $2,048 $4,845 $(4,924)

3 — 30 — 92

Exposure before hedges937 1,530 2,078 4,845 (4,832)

(55)(147)(165)(141)(242)

Net exposure$882 $1,383 $1,913 $4,704 $(5,074)

$1,523 $868 $589 $83 $1,011

7,788 3,396 3,551 575 3,368

Loans7,875 449 160 139 1,702

Lending commitments9,334 3,024 199 426 6,087

Exposure before hedges26,520 7,737 4,499 1,223 12,168

(1,691)(1,534)(214)(35)(1,746)

Net exposure$24,829 $6,203 $4,285 $1,188 $10,422

Total net exposure$25,711 $7,586 $6,198 $5,892 $5,348

$ in millionsKoreaSpain

Australia

Canada

Italy

$3,149 $194 $(419)$(58)$1,703

250 — 86 22 23

Exposure before hedges3,399 194 (333)(36)1,726

(35)(8)— — (29)

Net exposure$3,364 $186 $(333)$(36)$1,697

$118 $551 $365 $607 $281

842 479 701 1,106 753

Loans— 1,855 1,958 461 39

Lending commitments— 1,167 1,472 1,717 1,062

Exposure before hedges960 4,052 4,496 3,891 2,135

(35)(272)(448)(154)(348)

Net exposure$925 $3,780 $4,048 $3,737 $1,787

Total net exposure$4,289 $3,966 $3,715 $3,701 $3,484

2.Net counterparty exposure (e.g, repurchase transactions, securities lending and OTC derivatives) is net of the benefit of collateral received and also is net by counterparty when legally enforceable master netting agreements are in place. For more information, see “Additional Information—Top 10 Non-U.S. Country Exposures” herein.

December 2024 Form 10-K70

Additional Information—Top 10 Non-U.S. Country Exposures

Collateral Held Against Net Counterparty Exposure1

$ in millionsAtDecember 31,2024

Country of RiskCollateral2

United KingdomU.K., U.S., and France$8,618

JapanJapan and U.S.5,637

OtherItaly, U.S., and Korea18,366

1.The benefit of collateral received is reflected in the Top 10 Non-U.S. Country Exposures at December 31, 2024.

2.Primarily consists of cash and government obligations of the countries listed.

Operational risk refers to the risk of loss, or of damage to our reputation, resulting from inadequate or failed processes or systems, human factors (e.g., inappropriate or unlawful conduct) or external events (e.g., cyberattacks or third-party vulnerabilities) that may manifest as, for example, loss of information, business disruption, theft and fraud, legal and compliance risks, or damage to physical assets. We may incur operational risk across the full scope of our business activities, including revenue-generating activities and support and control groups (e.g., IT and trade processing).

The breadth and range of operational risk are such that the types of mitigating activities are wide-ranging. Examples of activities include: continuous enhancement of defenses against cyberattacks, use of legal agreements and contracts to

transfer and/or limit operational risk exposures, due diligence, implementation of enhanced policies and procedures, technology change management controls, exception management processing controls, and segregation of duties.

The Operational Risk Department and Non-Financial Risk Cyber, Technology, and Information Security Department (“NFR CTIS”) provide independent oversight of operational risk and assess, measure and monitor operational risk against appetite. The Operational Risk Department and NFR CTIS work with the divisions and control groups to embed a transparent, consistent and comprehensive framework for managing operational risk within each area and across the Firm.

The NFR CTIS scope includes oversight of technology risk, cybersecurity risk, information security risk and compliance. The Operational Risk Department scope includes oversight of the fraud risk management and prevention program, and third-party risk management (supplier and affiliate risk oversight and assessment), among others.

As part of the ERM framework, we have implemented and maintain a program to assess, identify and manage risks arising from the cybersecurity threats confronting the Firm (“Cybersecurity Program”). Our Cybersecurity Program helps

December 2024 Form 10-K

protect our clients, customers, employees, property, products, services and reputation by seeking to preserve the confidentiality, integrity and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of our technology systems. We continually adjust our Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory expectations.

Our Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to our network, infrastructure, computing environment and the third parties that we rely on. We periodically assess the design of our cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework for Improving Critical Infrastructure Cybersecurity, as well as global cybersecurity regulations, and develop improvements to those controls in response to that assessment. Our Cybersecurity Program also includes cybersecurity and information security policies, procedures and technologies that are designed to address regulatory requirements and protect our clients’, employees’ and own data against unauthorized disclosure, modification and misuse. These policies, procedures and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response and recovery planning. See also “Firm Resilience” herein for a discussion of our resilience program that is designed to mitigate the impacts of cybersecurity events and other risks.

Our processes are designed to help oversee, identify and mitigate cybersecurity risks associated with our use of third-party vendors. We maintain a third-party risk management program that evaluates and responds to cybersecurity risks at our third-party vendors. Prior to engaging third-party vendors to provide services to the Firm, we assess the third-party vendors’ cybersecurity programs to identify cybersecurity risks arising from the use of those vendors’ services. Once onboarded, third-party vendors’ cybersecurity programs are subject to risk-based oversight, which may include security questionnaires, submission of independent security audit reports or a Firm audit of the third-party vendor’s security program, and, with limited exceptions, third-party vendors are required to meet our minimum cybersecurity standards. Where a third-party vendor cannot meet those standards, its services, and the residual risk to the Firm, are subject to review, challenge and escalation through our risk management processes and ERM committees, which may ultimately result in requesting increased security measures or ceasing engagement with such third-party vendor.

Our Cybersecurity Program is operated and maintained by management, including the Chief Information Officer of Cyber, Data, Risk and Resilience (“CIO”) and the Chief Information Security Officer (“CISO”). These senior officers are responsible for assessing and managing the Firm’s cybersecurity risks. Our Cybersecurity Program strategy, which is set by the CISO and overseen by the Head of Cyber, Technology, and Information Security Non-Financial Risk (“Head of NFR CTIS”), is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Our Cybersecurity Program also includes processes

December 2024 Form 10-K72

for escalating and considering the materiality of incidents that impact the Firm, including escalation to senior management and the Board.

The members of management that lead our Cybersecurity Program and strategy have extensive experience in technology, cybersecurity and information security. The CIO has over 30 years of experience in various engineering, IT, operations and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management and information security. The Head of NFR CTIS has over 20 years of experience in technology, security and compliance roles, including experience in government security agencies.

Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to our policies and procedures. Significant cybersecurity risks are escalated from these committees to our Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of our Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the FRC, the BOTC and the Board, as appropriate. For more information regarding the Firm’s ERM framework, see “Quantitative and Qualitative Disclosures about Risk—Risk Management.”

In accordance with its charter, the BOTC receives quarterly reports from (i) Technology, including the CIO or the CISO; (ii) Operations; and (iii) NFR. Such reporting includes updates on our Cybersecurity Program, risks from cybersecurity threats, our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment, and NFR’s assessment of cybersecurity risks. Senior officers in Technology and NFR also provide an annual report to the BOTC on the status of our broader information security program in compliance with the Gramm-Leach-Bliley Act, which includes a discussion of risks arising

from cybersecurity threats. At least annually, senior management representatives in Technology and NFR discuss the status of the Cybersecurity Program and key cybersecurity risks with the Board and, in accordance with the Board’s Corporate Governance Policies, all Board members are invited to attend BOTC meetings and have access to meeting materials. The BOTC, which meets at least quarterly, also reviews and approves significant policies related to cybersecurity, receives an annual independent assessment of key aspects of our Cybersecurity Program from an independent third party and holds joint meetings with the BAC and BRC, as necessary and appropriate. The chair of the BOTC regularly discusses cybersecurity developments with senior management, including the senior officers mentioned above, and reports to the Board on cybersecurity risks and threats and other related matters.

The Firm’s critical processes and businesses could be disrupted by events including cyberattacks, failure or loss of access to technology and/or associated data, military conflicts, acts of terror, natural disasters, severe weather events and infectious disease. The Firm maintains a Firmwide resilience program that is designed to provide for operational resilience and enable it to respond to and recover critical processes and supporting assets in the event of a disruption impacting our people, technology, facilities and third parties. The key elements of the Firm’s resilience program include business continuity management, technology disaster recovery, third party resilience and key business service resilience. Resilience testing is performed both internally and with critical third parties to validate recovery capability in accordance with business requirements.

December 2024 Form 10-K

Model risk is the potential for adverse consequences from decisions based on incorrect or misused model outputs. Model risk can lead to financial loss, poor business and strategic decision-making, noncompliance with applicable laws and/or regulations or damage to the Firm's reputation. The risk inherent in a model is a function of the materiality, complexity and uncertainty around inputs and assumptions.

Our Liquidity Risk Management Framework is critical to helping ensure that we maintain sufficient liquidity reserves and durable funding sources to meet our daily obligations and to withstand unanticipated stress events. The Liquidity Risk

Department is a distinct area in Risk Management responsible for the oversight and monitoring of liquidity risk. The Liquidity Risk Department ensures transparency of material liquidity and funding risks, compliance with established risk limits and escalation of risk concentrations to appropriate senior management.

We have established procedures based on legal and regulatory requirements on a worldwide basis that are designed to facilitate compliance with applicable statutory and regulatory requirements and to require that our policies relating to business conduct, ethics and practices are followed globally. In addition, we have established procedures to mitigate the risk that a counterparty’s performance obligations will be unenforceable, including consideration of counterparty legal authority and capacity, adequacy of legal documentation, the permissibility of a transaction under applicable law and whether applicable bankruptcy or insolvency laws limit or alter contractual remedies. The heightened legal and

December 2024 Form 10-K74

regulatory focus on the financial services and banking industries globally presents a continuing business challenge for us.

Climate change manifests as physical and transition risks. The physical risks of climate change include harm to people and property arising from acute climate-related events, such as floods, hurricanes, heatwaves, droughts and wildfires, and chronic, longer-term shifts in climate patterns, such as higher global average temperatures, rising sea levels and long-term droughts. The transition risk of climate change include policy, legal, technology and market changes. Examples of these transition risks include changes in consumer and business sentiment, related technologies, shareholder preferences and any additional regulatory and legislative requirements, including increased disclosure or regulation of carbon emissions.

Climate risk, which is not expected to have a significant effect on our consolidated results of operations or financial condition in the near term, is an overarching risk that can impact other categories of risk. Physical risk may lead to increased credit risk by diminishing borrowers’ repayment capacity or impacting the value of collateral. In addition, physical risk could pose increased operational risk to our facilities and people. The impacts of transition risk may lead to and amplify credit or liquidity risk by reducing our customers’ operating income or the value of their assets as well as exposing us to reputational, compliance and/or litigation risk due to increased legal and regulatory scrutiny or negative public sentiment.

As climate risk is interconnected with other risk types, we have developed and continue to enhance processes to embed climate risk considerations into our risk management practices and governance structures. The BRC oversees Firmwide risks, which include climate risk, and, as part of its oversight, receives updates on our risk management approach to climate risk, including our approaches toward scenario analysis and integration of climate risk into our existing risk management processes. Our climate risk management efforts are overseen by the Climate Risk Committee, which is co-chaired by our Chief Risk Officer and Chief Sustainability Officer and shapes our approach to managing climate-related risks in line with our overall risk framework.

December 2024 Form 10-K

We have audited the accompanying consolidated balance sheets of Morgan Stanley and subsidiaries (the “Firm”) as of December 31, 2024 and 2023, the related consolidated income statements, comprehensive income statements, cash flow statements and statements of changes in total equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Firm as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Firm’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2025, expressed an unqualified opinion on the Firm’s internal control over financial reporting.

Valuation of Level 3 Financial Assets and Liabilities Carried at Fair Value on a Recurring Basis and Level 3 Loans Held for Sale — Refer to Note 4 to the financial statements

The Firm’s trading and financing activities result in the Firm carrying material financial instruments having limited price transparency. These financial instruments can span a broad array of product types and generally include derivatives, securities, loans, and borrowings. As described in Note 4, these Level 3 financial assets and liabilities carried at fair value on a recurring basis approximate $6.8 billion and $4.1 billion, respectively, and the Level 3 loans held for sale approximate $6.1 billion at December 31, 2024. Unlike financial instruments whose inputs are readily observable and, therefore, more easily independently corroborated, the valuation of these financial instruments is inherently subjective and often involves the use of unobservable inputs and proprietary valuation models whose underlying algorithms and valuation methodologies are complex.

We identified the valuation of Level 3 financial assets and liabilities carried at fair value on a recurring basis and Level 3 loans held for sale as a critical audit matter given the Firm uses complex valuation models and/or valuation inputs that are not observable in the marketplace to determine the respective carrying values. Performing our audit procedures to evaluate the appropriateness of these models and inputs involved a high degree of auditor judgment, professionals with specialized skills and knowledge, and an increased extent of testing.

Our audit procedures related to the valuation of Level 3 financial assets and liabilities carried at fair value on a recurring basis and Level 3 loans held for sale included the following, among others:

•We tested the design and operating effectiveness of the Firm’s model review and price verification controls. The Firm maintains these internal controls to assess the appropriateness

December 2024 Form 10-K76

of its valuation methodologies and the relevant inputs and assumptions.

•We independently evaluated the appropriateness of management’s valuation methodologies, for selected financial instruments, including the input assumptions, considering the expected assumptions of other market participants and external data when available.

•We developed independent estimates for selected financial instruments, using externally sourced inputs and independent valuation models, and used such estimates to further evaluate management’s estimates. For certain of our selected financial instruments, this included a comparison to the Firm’s estimates for similar transactions and an evaluation of the Firm’s assumptions inclusive of the inputs, as applicable.

•We tested the revenues arising from the trade date fair value estimates for selected structured transactions for which we developed independent fair value estimates to test the valuation inputs and assumptions used by the Firm and evaluated whether these methods were consistent with the Firm’s relevant valuation policies.

•We assessed the consistency by which management has applied significant and unobservable valuation assumptions used in developing the Firm's estimates.

•We performed a retrospective assessment of management’s fair value estimates for certain of our selected financial instruments, for which there were events or transactions occurring after the valuation date. We did so by comparing management’s estimates to the relevant evidence provided by such events or transactions, as applicable.

February 21, 2025

December 2024 Form 10-K

in millions, except per share data202420232022

Investment banking$6,705 $4,948 $5,599

Trading16,763 15,263 13,928

Investments824 573 15

Commissions and fees5,094 4,537 4,938

Asset management22,499 19,617 19,578

Other1,265 975 283

Total non-interest revenues53,150 45,913 44,341

54,135 45,849 21,595

45,524 37,619 12,268

Net interest8,611 8,230 9,327

Net revenues61,761 54,143 53,668

Provision for credit losses264 532 280

Compensation and benefits26,178 24,558 23,053

Brokerage, clearing and exchange fees4,140 3,476 3,458

Information processing and communications4,088 3,775 3,493

Professional services2,901 3,058 3,070

Occupancy and equipment1,905 1,895 1,729

Marketing and business development965 898 905

Other3,724 4,138 3,591

Total non-interest expenses43,901 41,798 39,299

Income before provision for income taxes17,596 11,813 14,089

Provision for income taxes4,067 2,583 2,910

Net income$13,529 $9,230 $11,179

Net income applicable to noncontrolling interests139 143 150

Net income applicable to Morgan Stanley$13,390 $9,087 $11,029

Preferred stock dividends 590 557 489

Earnings applicable to Morgan Stanley common shareholders$12,800 $8,530 $10,540

Basic$8.04 $5.24 $6.23

Diluted7.95 5.18 6.15

Basic1,591 1,628 1,691

Diluted1,611 1,646 1,713

$ in millions202420232022

Net income$13,529 $9,230 $11,179

Foreign currency translation adjustments(422)(20)(337)

Change in net unrealized gains (losses) on available-for-sale securities521 1,098 (4,437)

Pension and other12 (87)43

Change in net debt valuation adjustment(534)(1,290)1,502

Net change in cash flow hedges(51)20 (4)

Total other comprehensive income (loss)$(474)$(279)$(3,233)

Comprehensive income$13,055 $8,951 $7,946

Net income applicable to noncontrolling interests139 143 150

Other comprehensive income (loss) applicable to noncontrolling interests(81)(111)(82)

Comprehensive income applicable to Morgan Stanley$12,997 $8,919 $7,878

December 2024 Form 10-K78

December 31, 2023

Cash and cash equivalents$105,386 $89,232

Trading assets at fair value ($148,945 and $162,698 were pledged to various parties)

331,884 367,074

Available-for-sale at fair value (amortized cost of $101,960 and $92,149)

98,608 88,113

Held-to-maturity (fair value of $51,203 and $57,453)

61,071 66,694

Securities purchased under agreements to resell (includes $— and $7 at fair value)

118,565 110,740

Securities borrowed123,859 121,091

Customer and other receivables86,158 80,105

Held for investment (net of allowance for credit losses of $1,066 and $1,169)

225,834 203,385

Held for sale12,319 15,255

Goodwill16,706 16,707

Intangible assets (net of accumulated amortization of $5,445 and $4,847)

6,453 7,055

Other assets28,228 28,242

Total assets$1,215,071 $1,193,693

Deposits (includes $6,499 and $6,472 at fair value)

$376,007 $351,804

Trading liabilities at fair value153,764 151,513

Securities sold under agreements to repurchase (includes $956 and $1,020 at fair value)

50,067 62,651

Securities loaned15,226 15,057

Other secured financings (includes $14,088 and $9,899 at fair value)

21,602 12,655

Customer and other payables175,938 208,148

Other liabilities and accrued expenses28,220 28,151

Borrowings (includes $103,332 and $93,900 at fair value)

288,819 263,732

Total liabilities1,109,643 1,093,711

Preferred stock9,750 8,750

Shares authorized: 3,500,000,000; Shares issued: 2,038,893,979; Shares outstanding: 1,606,653,706 and 1,626,828,437

Additional paid-in capital30,179 29,832

Retained earnings104,989 97,996

Employee stock trusts5,103 5,314

Accumulated other comprehensive income (loss)(6,814)(6,421)

Common stock held in treasury at cost, $0.01 par value (432,240,273 and 412,065,542 shares)

(33,613)(31,139)

Common stock issued to employee stock trusts(5,103)(5,314)

Total Morgan Stanley shareholders’ equity104,511 99,038

Noncontrolling interests917 944

Total equity105,428 99,982

Total liabilities and equity$1,215,071 $1,193,693

See Notes to Consolidated Financial Statements79

December 2024 Form 10-K

$ in millions202420232022

Beginning balance$8,750 $8,750 $7,750

Issuance of preferred stock1,000 — 1,000

Ending balance9,750 8,750 8,750

Beginning balance29,832 29,339 28,841

Share-based award activity352 493 503

Issuance of preferred stock(5)— (6)

Other net increases (decreases)— — 1

Ending balance30,179 29,832 29,339

Beginning balance97,996 94,862 89,432

(60)— —

Net income applicable to Morgan Stanley13,390 9,087 11,029

(590)(557)(489)

(5,745)(5,393)(5,108)

Other net increases (decreases)(2)(3)(2)

Ending balance104,989 97,996 94,862

Beginning balance5,314 4,881 3,955

Share-based award activity(211)433 926

Ending balance5,103 5,314 4,881

Beginning balance(6,421)(6,253)(3,102)

Net change in Accumulated other comprehensive income (loss)(393)(168)(3,151)

Ending balance(6,814)(6,421)(6,253)

Beginning balance(31,139)(26,577)(17,500)

Share-based award activity1,704 1,654 1,794

Repurchases of common stock and employee tax withholdings(4,178)(6,216)(10,871)

Ending balance(33,613)(31,139)(26,577)

Beginning balance(5,314)(4,881)(3,955)

Share-based award activity211 (433)(926)

Ending balance(5,103)(5,314)(4,881)

Beginning balance944 1,090 1,157

Net income applicable to noncontrolling interests139 143 150

Net change in Accumulated other comprehensive income (loss) applicable to noncontrolling interests(81)(111)(82)

Other net increases (decreases)(85)(178)(135)

Ending balance917 944 1,090

$105,428 $99,982 $101,231

December 2024 Form 10-K80

$ in millions202420232022

Net income$13,529 $9,230 $11,179

Deferred income taxes152 (463)(849)

Stock-based compensation expense1,622 1,709 1,875

Depreciation and amortization5,161 4,256 3,998

Provision for credit losses264 532 280

Other operating adjustments4 308 618

Trading assets, net of Trading liabilities34,496 (61,026)(39,422)

Securities borrowed(2,768)12,283 (3,661)

Securities loaned169 (622)3,380

Customer and other receivables and other assets(5,308)602 14,664

Customer and other payables and other liabilities(25,550)(3,629)(4,897)

Securities purchased under agreements to resell(7,825)3,167 6,092

Securities sold under agreements to repurchase(12,584)117 346

Net cash provided by (used for) operating activities1,362 (33,536)(6,397)

Other assets—Premises, equipment and software(3,462)(3,412)(3,078)

Changes in loans, net(22,618)(4,059)(23,652)

Purchases(35,327)(23,078)(24,602)

Proceeds from sales5,728 5,929 22,014

Proceeds from paydowns and maturities21,089 14,316 13,435

Purchases(3,860)— (5,231)

Proceeds from paydowns and maturities10,475 8,143 9,829

Other investing activities(1,485)(923)(347)

Net cash provided by (used for) investing activities(29,460)(3,084)(11,632)

Other secured financings4,358 796 (884)

Deposits23,955 (5,075)1,659

Issuance of preferred stock, net of issuance costs995 — 994

Proceeds from issuance of Borrowings108,365 78,424 72,460

Borrowings(80,230)(64,805)(34,898)

Repurchases of common stock and employee tax withholdings(4,199)(6,178)(10,871)

Cash dividends(6,138)(5,763)(5,401)

Other financing activities(350)(125)(345)

Net cash provided by (used for) financing activities46,756 (2,726)22,714

Effect of exchange rate changes on cash and cash equivalents(2,504)451 (4,283)

Net increase (decrease) in cash and cash equivalents16,154 (38,895)402

Cash and cash equivalents, at beginning of period89,232 128,127 127,725

Cash and cash equivalents, at end of period$105,386 $89,232 $128,127

Interest$46,359 $41,940 $9,819

Income taxes, net of refunds1,885 2,035 4,147

December 2024 Form 10-K

Morgan Stanley is a global financial services firm that maintains significant market positions in each of its business segments—Institutional Securities, Wealth Management and Investment Management. Morgan Stanley, through its subsidiaries and affiliates, provides a wide variety of products and services to a large and diversified group of clients and customers, including corporations, governments, financial institutions and individuals. Unless the context otherwise requires, the terms “Morgan Stanley” or the “Firm” mean Morgan Stanley (the “Parent Company”) together with its consolidated subsidiaries. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-K.

A description of the clients and principal products and services of each of the Firm’s business segments is as follows:

Institutional Securities provides a variety of products and services to corporations, governments, financial institutions and ultra-high net worth clients. Investment Banking services consist of capital raising and financial advisory services, including the underwriting of debt, equity securities and other products, as well as advice on mergers and acquisitions, restructurings and project finance. Our Equity and Fixed Income businesses include sales, financing, prime brokerage, market-making, Asia wealth management services and certain business-related investments. Lending activities include originating corporate loans and commercial real estate loans, providing secured lending facilities, and extending securities-based and other financing to clients. Other activities include research.

Wealth Management provides a comprehensive array of financial services and solutions to individual investors and small to medium-sized businesses and institutions. Wealth Management covers: financial advisor-led brokerage, custody, administrative and investment advisory services; self-directed brokerage services; financial and wealth planning services; workplace services, including stock plan administration; securities-based lending, residential and commercial real estate loans and other lending products; banking; and retirement plan services.

Investment Management provides a broad range of investment strategies and products that span geographies, asset classes, and public and private markets to a diverse group of clients across institutional and intermediary channels. Strategies and products, which are offered through a variety of investment vehicles, include equity, fixed income, alternatives and solutions, and liquidity and overlay services. Institutional clients include defined benefit/defined contribution plans, foundations, endowments, government entities, sovereign wealth funds,

insurance companies, third-party fund sponsors and corporations. Individual clients are generally served through intermediaries, including affiliated and non-affiliated distributors.

For entities where the total equity investment at risk is sufficient to enable the entity to finance its activities without additional subordinated financial support and the equity holders bear the residual economic risks and returns of the entity and have the power to direct the activities of the entity that most significantly affect its economic performance, the Firm consolidates those entities it controls either through a majority voting interest or otherwise. For VIEs (i.e., entities that do not meet the aforementioned criteria), the Firm consolidates those entities where it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

For investments in entities in which the Firm does not have a controlling financial interest but has significant influence over operating and financial decisions, it applies the equity method

December 2024 Form 10-K82

of accounting with net gains and losses recorded within Other revenues (see Note 11) unless the Firm has elected to measure the investment at fair value, in which case net gains and losses are recorded within Investments revenues (see Note 5).

Presentation Changes in 2024

In the first quarter of 2024, the Firm implemented certain presentation changes which resulted in a decrease to both interest income and interest expense of $4,432 million for the year ended December 31, 2023, and no effect on net interest income, with the entire impact to the Firm recorded within the Institutional Securities segment. These changes further aligned the accounting treatment between the balance sheet and the related interest income or expense, primarily by offsetting interest income and expense for certain prime brokerage-related customer receivables and payables that are currently accounted for as a single unit of account on the balance sheet. The current and previous presentation of these interest income and interest expense amounts are acceptable and the change does not represent a change in accounting principle. These changes were applied retrospectively to the consolidated income statement for 2023 and accordingly, 2023 amounts were adjusted to conform with the current presentation.

Underwriting revenues are generally recognized on trade date if there is no uncertainty or contingency related to the amount to be paid. Underwriting costs are deferred and recognized in the relevant non-interest expenses line items when the related underwriting revenues are recorded.

83

December 2024 Form 10-K

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in

December 2024 Form 10-K84

an orderly transaction between market participants at the measurement date.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the product. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination

of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Firm in determining fair value is greatest for instruments categorized in Level 3 of the fair value hierarchy.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the total fair value amount is disclosed in the level appropriate for the lowest level input that is significant to the total fair value of the asset or liability.

December 2024 Form 10-K

For assets and liabilities measured at fair value on a non-recurring basis, fair value is determined by using various valuation approaches. The same hierarchy for inputs as described above, which requires that observable inputs be

used when available, is used in measuring fair value for these items.

In connection with its derivative activities, the Firm generally enters into master netting agreements and collateral agreements with its counterparties. These agreements provide the Firm with the right, in the event of a default by the counterparty, to net a counterparty’s rights and obligations under the agreement and to liquidate and set off cash collateral against any net amount owed by the counterparty. Derivatives with enforceable master netting agreements are reported net of cash collateral received and posted.

The Firm applies hedge accounting using various derivative financial instruments for the following types of hedges: hedges of changes in the fair value of assets and liabilities due to the risk being hedged (fair value hedges); hedges of variability in forecasted cash flows from floating-rate assets due to contractually specified interest rates (cash flow hedges) and hedges of net investments in foreign operations whose functional currency is different from the reporting currency of the Parent Company (net investment hedges). These financial instruments are included within Trading assets—Derivative and other contracts or Trading liabilities—Derivative and other contracts in the balance sheet. For hedges where hedge accounting is being applied, the Firm performs effectiveness testing and other procedures. The change in the fair value of the designated portion of the hedging instrument should be

December 2024 Form 10-K86

highly correlated, between 80 and 125 percent of the change in the fair value, cash flows, or carrying value (due to translation gains or losses) of the hedged item attributable to the risk being hedged. The Firm considers the impact of valuation adjustments related to counterparty credit spreads and its own credit spreads to determine whether they would cause the hedging relationship to be ineffective.

The Firm’s designated fair value hedges consist of interest rate swaps designated as hedges of changes in the benchmark interest rate of certain fixed-rate AFS securities and senior borrowings. The Firm also designates interest rate swaps as fair value hedges of changes in the benchmark interest rate of certain fixed rate deposits. The Firm is permitted to hedge the full, or part of the contractual term of the hedged instrument. The Firm uses regression analysis to perform an ongoing prospective and retrospective assessment of the effectiveness of these hedging relationships. For qualifying fair value hedges of benchmark interest rates, the change in the fair value of the derivative, offset by the change in the fair value attributable to the change in the benchmark interest rate risk of the hedged asset (liability), is recognized in earnings each period as a component of Interest income (expense). For AFS securities, the change in fair value of the hedged item due to changes other than the risk being hedged will continue to be reported in OCI. When a derivative is de-designated as a hedge, any basis adjustment remaining on the hedged asset (liability) is amortized to Interest income (expense) over the remaining life of the asset (liability) using the effective interest method. For certain AFS securities, the Firm also applies the portfolio layer method of hedge accounting, which permits prepayable and non-prepayable assets to be included in the portfolio and allows more of the portfolio to be hedged. Further, the portfolio layer method of accounting requires that basis adjustments are maintained at the portfolio level and not allocated to individual items until certain de-designation events occur. The amount designated as hedged is the sum of the notional amounts of all outstanding layers in each portfolio. Refer to Note 6 and Note 7 to the financial statements for additional information on portfolio layer method hedging.

The Firm uses forward foreign exchange contracts to manage a portion of the currency exposure relating to its net investments in foreign operations. To the extent that the notional amounts of the hedging instruments equal the portion of the investments being hedged and the underlying exchange rate of the derivative hedging instrument is the same as the exchange rate between the functional currency of the investee and the intermediate parent entity’s functional currency, it is considered to be perfectly effective. The gain or loss from revaluing qualifying hedges of net investments in foreign operations at the spot rate is reported within AOCI. The forward points on the hedging instruments are excluded from hedge effectiveness testing and changes in the fair value of

this excluded component are recorded currently in Interest income.

The objective of this strategy is to hedge the risk of changes in the hedged item’s cash flows attributable to changes in the contractually specified interest rate. For qualifying cash flow hedges of contractually specified interest rates, changes in the fair value of the derivative are recorded in OCI and subsequently reclassified to earnings in the same periods when the hedged item affects earnings. If cash flow hedge accounting is discontinued, AOCI is released into earnings immediately if the cash flow of the hedged item is probable of not occurring. Otherwise the amount in AOCI is released into earnings as the forecasted transaction affects earnings.

For all other AFS securities in an unrealized loss position, any portion of unrealized losses representing a credit loss is recognized in Other revenues and as an increase to the ACL for AFS securities, with the remainder of unrealized losses recognized in OCI. A credit loss exists if the Firm does not expect to recover the amortized cost basis of the security.

December 2024 Form 10-K

When considering whether a credit loss exists, the Firm considers relevant information, including:

Nonaccrual & ACL Charge-offs on AFS Securities

AFS securities follow the same nonaccrual and charge-off guidance as discussed in “Allowance for Credit Losses” herein.

All loan categories described below follow the same nonaccrual guidance and loans held for investment follow the charge-off guidance as discussed in “Allowance for Credit Losses” herein.

Interest Income. Interest income on performing loans held for investment is accrued and recognized as interest income at the contractual rate of interest. Purchase price discounts or premiums, as well as net deferred loan fees or costs, are amortized into interest income over the life of the loan to produce a level rate of return.

December 2024 Form 10-K88

Loans for which the fair value option is elected are carried at fair value and included in Trading assets in the balance sheet, with changes in fair value recognized in earnings. For further information on loans carried at fair value and classified as Trading assets, see Note 4.

Factors considered by management when determining the ACL include payment status, fair value of collateral and expected payments of principal and interest, as well as internal or external information relating to past events, current conditions, and reasonable and supportable forecasts. The Firm uses three forecasts that include assumptions about certain macroeconomic variables, including, but not limited to, U.S. gross domestic product (“GDP”), equity market indices and unemployment rates, as well as commercial real estate and home price indices. At the conclusion of the Firm’s reasonable and supportable forecast period of 13 quarters, there is a gradual reversion back to historical averages.

The ACL is measured on a collective basis when similar risk characteristics exist for multiple instruments, considering all available information relevant to assessing the collectability of cash flows. Generally, the Firm applies a probability of

default/loss given default model for instruments that are collectively assessed, under which the ACL is calculated as the product of probability of default, loss given default and exposure at default. These parameters are forecast for each collective group of assets using a scenario-based statistical model.

If the instrument does not share similar risk characteristics with other instruments, including when it is probable that the Firm will be unable to collect the full payment of principal and interest on the instrument when due, the ACL is measured on an individual basis. The Firm generally applies a discounted cash flow method for instruments that are individually assessed.

Qualitative and environmental factors such as economic and business conditions, the nature and volume of the portfolio,

December 2024 Form 10-K

and lending terms and the volume and severity of past due loans are also considered in the ACL calculations.

Securities purchased under agreements to resell (“reverse repurchase agreements”) and Securities sold under agreements to repurchase (“repurchase agreements”),

including repurchase and reverse repurchase agreements-to-maturity, are carried in the balance sheet at the amount of cash paid or received plus accrued interest except for certain reverse repurchase and repurchase agreements for which the Firm has elected the fair value option (see Note 5). Where appropriate, repurchase agreements and reverse repurchase agreements with the same counterparty are reported on a net basis. Securities borrowed and securities loaned are recorded at the amount of cash collateral advanced or received.

In instances where the Firm is the lender in securities-for-securities transactions and is permitted to sell or repledge these securities, the fair value of the collateral received is reported in Trading assets, and the related obligation to return the collateral is reported in Trading liabilities in the balance sheet. Securities-for-securities transactions where the Firm is the borrower are not included in the balance sheet.

December 2024 Form 10-K90

The Firm has granted PSUs that vest and convert to shares of common stock only if predetermined performance and market goals are satisfied. Since the issuance of the shares is contingent upon the satisfaction of certain conditions, the PSUs are included in diluted EPS based on the number of shares (if any) that would be issuable if the reporting date was the end of the performance period.

The Firm measures compensation expense for stock-based awards at fair value. The Firm determines the fair value of RSUs (including PSUs with non-market performance conditions) based on the grant-date fair value of its common stock, measured as the volume-weighted average price on the date of grant (“VWAP”). The fair value of RSUs not entitled to dividends until conversion is measured at VWAP reduced by the present value of dividends expected to be paid on the underlying shares prior to scheduled conversion date. PSUs that contain market-based conditions are valued using a Monte Carlo valuation model.

Compensation expense is recognized over the vesting period relevant to each separately vesting portion of the award. Compensation expense for awards with performance conditions is recognized based on the probable outcome of the performance condition at each reporting date. Compensation expense for awards with market-based conditions is recognized irrespective of the probability of the market condition being achieved and is not reversed if the market condition is not met. The Firm accounts for forfeitures as they occur.

Stock-based awards generally contain clawback and cancellation provisions. Certain awards provide the Firm discretion to claw back or cancel all or a portion of the award

December 2024 Form 10-K

under specified circumstances. Where award terms are considered to be subjective, a grant date cannot be established and the awards are subject to variable accounting which requires that compensation expense for those awards is adjusted for changes in the fair value of the Firm’s common stock or the relevant model valuation, as appropriate, until conversion, exercise or expiration. Following amendments to clarify specific subjective award terms in the second quarter of 2023, a grant date for the awards was established such that compensation expense for those awards is no longer adjusted for changes in the fair value of the Firm’s common stock. The Firm also operates an Employee Stock Purchase Plan (“ESPP”) which allows eligible employees of the Firm to purchase shares of Morgan Stanley at a discount.

For year-end stock-based awards and DCP awards anticipated to be granted to retirement-eligible employees under award terms that do not contain a future service requirement, the Firm accrues the estimated cost of the awards over the course of the calendar year preceding the grant date, which reflects the period over which the compensation is earned.

Uncertain tax positions are recorded on the basis of a two-step process, whereby (i) the Firm determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet this threshold, the Firm recognizes the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with the related tax authority. Interest and penalties related to unrecognized tax

December 2024 Form 10-K92

benefits are recognized as a component of the provision for income taxes.

The Firm adopted the Segment Reporting - Improvements to Reportable Segment Disclosures accounting update retrospectively, effective January 1, 2024. This accounting update requires additional reportable segment disclosures on an annual and interim basis, primarily about significant segment expenses and other segment items that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss. See Note 22 to the financial statements for disclosures on the Firm’s reportable segments.

The Firm adopted the Investments - Equity Method and Joint Ventures - Tax Credit Structures accounting update on January 1, 2024 using the modified retrospective method. This accounting update permits an election to account for tax equity investments using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the income tax credits and other income tax benefits received and recognized net in the income statement as a component of provision for income taxes. The update requires a separate accounting policy election to be made for each tax credit program. Additional disclosures are required regarding (i) the nature of our tax equity investments and (ii) the effect of our tax equity investments and related income tax credits on the financial condition and results of operations (see Note 11).

Accounting Update Adopted in 2022

Reference Rate Reform

The Firm has adopted the Reference Rate Reform accounting update, which extends the period of time entities can utilize the reference rate reform relief guidance from December 31, 2022 to December 31, 2024. The relief provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. The Firm is applying the accounting relief as relevant contract and hedge accounting relationship modifications are made during the course of the reference rate reform transition period. There was no impact to the Firm’s financial statements upon issuance of this accounting standard update.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Cash and due from banks$4,436 $7,323

Interest bearing deposits with banks100,950 81,909

Total Cash and cash equivalents$105,386 $89,232

Restricted cash$29,643 $30,571

December 2024 Form 10-K

At December 31, 2023

U.S. Treasury and agency securities$56,459 $53,741 $— $— $110,200

Other sovereign government obligations22,580 9,946 94 — 32,620

State and municipal securities— 2,148 34 — 2,182

MABS— 1,540 489 — 2,029

— 6,122 2,066 — 8,188

Corporate and other debt— 35,833 1,983 — 37,816

126,772 929 199 — 127,900

Interest rate7,284 140,139 784 — 148,207

Credit— 10,244 393 — 10,637

Foreign exchange12 93,218 20 — 93,250

Equity2,169 55,319 587 — 58,075

Commodity and other1,608 11,862 2,811 — 16,281

(7,643)(237,497)(1,082)(42,915)(289,137)

Total derivative and other contracts3,430 73,285 3,513 (42,915)37,313

781 836 949 — 2,566

Physical commodities— 736 — — 736

210,022 185,116 9,327 (42,915)361,550

Investment securities —AFS57,405 30,708 — — 88,113

Securities purchased under agreements to resell— 7 — — 7

Total assets at fair value$267,427 $215,831 $9,327 $(42,915)$449,670

December 2024 Form 10-K94

At December 31, 2023

Deposits$— $6,439 $33 $— $6,472

U.S. Treasury and agency securities27,708 16 — — 27,724

Other sovereign government obligations26,829 3,955 6 — 30,790

Corporate and other debt— 10,560 9 — 10,569

46,809 300 45 — 47,154

Interest rate8,000 129,983 857 — 138,840

Credit— 10,795 297 — 11,092

Foreign exchange96 89,880 385 — 90,361

Equity2,411 64,794 1,689 — 68,894

Commodity and other1,642 11,904 1,521 — 15,067

(7,643)(237,497)(1,082)(42,757)(288,979)

Total derivative and other contracts4,506 69,859 3,667 (42,757)35,275

Total trading liabilities105,852 84,690 3,727 (42,757)151,512

Securities sold under agreements to repurchase— 571 449 — 1,020

Other secured financings— 9,807 92 — 9,899

Borrowings— 92,022 1,878 — 93,900

Total liabilities at fair value$105,852 $193,529 $6,179 $(42,757)$262,803

5.At December 31, 2024 and December 31, 2023, the Firm’s Trading assets included an insignificant amount of equity securities subject to contractual sale restrictions that generally prohibit the Firm from selling the security for a period of time as of the measurement date.

December 31, 2023

Commercial real estate$498 $422

Residential real estate1,922 2,909

Securities-based lending and Other loans6,241 4,857

Total$8,661 $8,188

December 31, 2023

Customer and other receivables, net$1,914 $1,062

•Level 1—as inputs are observable and in an active market

•Level 1—on-the-run agency issued debt securities if actively traded and inputs are observable

•Level 1—if actively traded and inputs are observable

•Level 3—in instances where the prices are unobservable

December 2024 Form 10-K

•Fair value of contingent corporate lending commitments is determined by using executed transactions on comparable loans and the anticipated market price based on pricing indications from syndicate banks and customers. The valuation of loans and lending commitments also takes into account fee income that is considered an attribute of the contract.

•Where position-specific external prices are not observable, fair value is estimated based on benchmarking to prices and rates observed in the primary market for similar loan

or borrower types or based on the present value of expected future cash flows using the Firm’s best available estimates of the key assumptions, including forecasted credit losses, prepayment rates, forward yield curves and discount rates commensurate with the risks involved or a methodology that utilizes the capital structure and credit spreads of recent comparable securitization transactions.

•Fair value of equity margin loans is determined by discounting future interest cash flows, net of potential losses resulting from large downward price movements of the underlying margin loan collateral. The potential losses are modeled using the margin loan rate, which is calibrated from market observable CDS spreads, implied debt yields or volatility metrics of the loan collateral.

•Level 3—in instances where prices or significant spread inputs are unobservable or if the comparability assessment involves significant subjectivity

•Asset-backed CDOs are valued based on an evaluation of the market and model input parameters sourced from comparable instruments as indicated by market activity.

December 2024 Form 10-K96

Each asset-backed CDO position is evaluated independently taking into consideration available comparable market levels, underlying collateral performance and pricing, deal structures and liquidity.

•Level 3—when the contract is valued using an unobservable input that is deemed significant

•Level 3—when valued using observable inputs with limited market liquidity or if an unobservable input is deemed significant

•After initial recognition, in determining the fair value of non-exchange-traded internally and externally managed funds, the Firm generally considers the NAV of the fund provided by the fund manager to be the best estimate of fair value. These investments are included in the Fund

December 2024 Form 10-K

Interests table in the “Net Asset Value Measurements” section herein.

•The Firm issues FDIC-insured certificates of deposit that pay either fixed coupons or that have repayment terms linked to the performance of debt or equity securities, indices or currencies. The fair value of these certificates of deposit is determined using valuation models that incorporate observable inputs referencing identical or comparable securities, including prices to which the deposits are linked, interest rate yield curves, option volatility and currency rates, equity prices, and the impact of the Firm’s own credit spreads, adjusted for the impact of the FDIC insurance, which is based on vanilla deposit issuance rates.

•Level 3—in instances where an unobservable input is deemed significant

•Other secured financings are composed of short-dated notes secured by Corporate equities, agreements to repurchase Physical commodities, the liabilities related to sales of Loans and lending commitments accounted for as financings, and secured contracts that are not classified as OTC derivatives because they fail net investment criteria. For further information on the determination of fair value, refer to the Valuation Techniques described herein for the corresponding instruments, which are the collateral referenced by the other secured financing liability.

•The Firm carries certain borrowings at fair value that are primarily composed of: instruments whose payments and redemption values are linked to the performance of a specific index, a basket of stocks, a specific equity security, a commodity, a credit exposure or basket of credit exposures; and instruments with various interest rate-related features, including step-ups, step-downs and zero coupons. Also included are unsecured contracts that are not classified as OTC derivatives because they fail initial net investment criteria.

•Fair value is determined using valuation models for the derivative and debt portions of the instruments. These models incorporate observable inputs referencing identical or comparable securities, including prices to which the instruments are linked, interest rate yield curves, option volatility and currency rates, and commodity or equity prices.

December 2024 Form 10-K98

•Level 3—in instances where an unobservable input is deemed significant

$ in millions202420232022

Beginning balance$— $17 $2

Realized and unrealized gains (losses)— — (3)

Purchases— — 14

Sales— (10)(1)

Net transfers— (7)5

Ending balance$— $— $17

Unrealized gains (losses)$— $— $(1)

Beginning balance$94 $169 $211

Realized and unrealized gains (losses)(12)5 (5)

Purchases4 38 116

Sales— (86)(107)

Net transfers(69)(32)(46)

Ending balance$17 $94 $169

Unrealized gains (losses)$(9)$2 $(14)

Beginning balance$34 $145 $13

Realized and unrealized gains (losses)— — (4)

Purchases— 9 91

Sales(29)(6)(82)

Net transfers(5)(114)127

Ending balance$— $34 $145

Beginning balance$489 $416 $344

Realized and unrealized gains (losses)9 (2)(342)

Purchases83 232 511

Sales(121)(165)(130)

Net transfers(179)8 33

Ending balance$281 $489 $416

Unrealized gains (losses)$(16)$(14)$2

Beginning balance$2,066 $2,017 $3,806

Realized and unrealized gains (losses)(15)(189)(80)

Purchases and originations235 1,502 793

Sales(674)(477)(740)

Settlements(221)(843)(1,526)

(332)56 (236)

Ending balance$1,059 $2,066 $2,017

Unrealized gains (losses)$(15)$(76)$29

$ in millions202420232022

Beginning balance$1,983 $2,096 $1,973

Realized and unrealized gains (losses)(72)145 456

Purchases and originations602 623 1,165

Sales(631)(664)(1,889)

Settlements(84)(33)(27)

(540)(184)418

Ending balance$1,258 $1,983 $2,096

Unrealized gains (losses)$55 $(10)$160

Beginning balance$199 $116 $115

Realized and unrealized gains (losses)(119)12 (97)

Purchases40 85 73

Sales(16)(41)(22)

Net transfers50 27 47

Ending balance$154 $199 $116

Unrealized gains (losses)$(44)$19 $11

Beginning balance$949 $923 $1,125

Realized and unrealized gains (losses)33 35 (409)

Purchases62 158 63

Sales(288)(183)(107)

Net transfers(2)16 251

Ending balance$754 $949 $923

Unrealized gains (losses)$(32)$27 $(397)

Beginning balance$— $35 $—

Realized and unrealized gains (losses)— — (3)

Sales— (32)—

— (3)38

Ending balance$— $— $35

Unrealized gains (losses)$— $— $(3)

Beginning balance$(73)$(151)$708

Realized and unrealized gains (losses)126 (336)(643)

Purchases59 140 1

Issuances(9)(43)—

Settlements(175)241 (92)

Net transfers19 76 (125)

Ending balance$(53)$(73)$(151)

Unrealized gains (losses)$(53)$(210)$(327)

Beginning balance$96 $110 $98

Realized and unrealized gains (losses)(30)5 84

Purchases— — 5

Issuances— — (10)

Settlements32 (21)(61)

Net transfers(1)2 (6)

Ending balance$97 $96 $110

Unrealized gains (losses)$(47)$2 $70

December 2024 Form 10-K

$ in millions202420232022

Beginning balance$(365)$66 $52

Realized and unrealized gains (losses)874 (290)(8)

Purchases— — 1

Issuances— (1)—

Settlements(25)(15)(46)

Net transfers105 (125)67

Ending balance$589 $(365)$66

Unrealized gains (losses)$728 $(277)$43

Beginning balance$(1,102)$(736)$(945)

Realized and unrealized gains (losses)225 (91)201

Purchases214 221 77

Issuances(710)(572)(339)

Settlements132 87 348

93 (11)(78)

Ending balance$(1,148)$(1,102)$(736)

Unrealized gains (losses)$308 $(201)$328

Beginning balance$1,290 $1,083 $1,529

Realized and unrealized gains (losses)(1,361)910 315

Purchases87 78 185

Issuances(153)(136)(210)

Settlements1,336 (701)(510)

Net transfers109 56 (226)

Ending balance$1,308 $1,290 $1,083

Unrealized gains (losses)$(142)$243 $(935)

Beginning balance$33 $20 $67

Realized and unrealized losses (gains)— 1 —

Issuances— 25 11

Settlements— — (3)

Net transfers(32)(13)(55)

Ending balance$1 $33 $20

Unrealized losses (gains)$— $1 $—

Beginning balance$60 $74 $61

Realized and unrealized losses (gains)(27)8 (86)

Purchases(27)(38)(35)

Sales101 22 93

Net transfers3 (6)41

Ending balance$110 $60 $74

Unrealized losses (gains)$(21)$8 $17

Beginning balance$449 $512 $651

Realized and unrealized losses (gains)(5)2 (8)

Issuances— 1 17

Settlements— (9)(22)

Net transfers— (57)(126)

Ending balance$444 $449 $512

Unrealized losses (gains)$(5)$2 $—

$ in millions202420232022

Beginning balance$92 $91 $403

Realized and unrealized losses (gains)(14)5 (6)

Sales(21)— —

Issuances112 83 39

Settlements(113)(99)(342)

Net transfers20 12 (3)

Ending balance$76 $92 $91

Unrealized losses (gains)$(14)$5 $(6)

Beginning balance$1,878 $1,587 $2,157

Realized and unrealized losses (gains)4 219 (133)

Issuances288 708 513

Settlements(255)(391)(285)

(968)(245)(665)

Ending balance$947 $1,878 $1,587

Unrealized losses (gains)$16 $182 $(138)

Portion of unrealized losses (gains) recorded in OCI—Change in net DVA7 29 (35)

At December 31, 2024At December 31, 2023

Other sovereign government obligations$17 $94

Bond price45 to 104 points (75 points)

61 to 110 points (87 points)

MABS$281 $489

Bond price27 to 98 points (67 points)

0 to 88 points (61 points)

December 2024 Form 10-K100

At December 31, 2024At December 31, 2023

$1,059 $2,066

Margin loan rate1% to 4% (3%)

2% to 4% (3%)

Loan price49 to 102 points (90 points)

85 to 102 points (98 points)

$1,258 $1,983

Bond price28 to 130 points (83 points)

28 to 135 points (82 points)

Loss given default54% to 84% (62% / 54%)

Corporate equities$154 $199

Investments$754 $949

WACC12% to 21% (16%)

16% to 18% (17%)

Exit multiple9 to 10 times (10 times)

9 to 17 times (15 times)

EBITDA multiple20 times

22 times

Equity price24% to 100% (84%)

24% to 100% (86%)

Interest rate$(53)$(73)

IR volatility skew72% to 97% (81% / 79%)

70% to 100% (81% / 93%)

IR curve correlation28% to 99% (83% / 86%)

49% to 99% (77% / 79%)

Bond volatility78% to 148% (92% / 92%)

79% to 85% (82% / 85%)

Inflation volatility30% to 68% (44% / 38%)

27% to 70% (43% / 39%)

Credit$97 $96

Cash-synthetic basis7 points

Bond price0 to 90 points (48 points)

0 to 92 points (46 points)

Credit spread10 to 360 bps (90 bps)

10 to 404 bps (94 bps)

Funding spread10 to 590 bps (76 bps)

18 to 590 bps (67 bps)

$589 $(365)

IR curve5% to 10% (8% / 8%)

-4% to 26% (7% / 5%)

Foreign exchange volatility skewN/M

-3% to 12% (2% / 0%)

Contingency probability90% to 95% (91% / 95%)

95%

$(1,148)$(1,102)

Equity volatility7% to 98% (20%)

6% to 97% (23%)

Equity volatility skew-2% to 0% (-1%)

-1% to 0% (0%)

Equity correlation20% to 94% (58%)

25% to 97% (49%)

FX correlation -68% to 60% (-36%)

-79% to 40% (-28%)

IR correlationN/M

10% to 30% (15%)

Commodity and other$1,308 $1,290

Forward power price$0 to $185 ($48) per MWh

$0 to $220 ($49) per MWh

Commodity volatility0% to 165% (37%)

8% to 123% (31%)

Cross-commodity correlation54% to 100% (94%)

At December 31, 2024At December 31, 2023

Securities sold under agreements to repurchase$444 $449

Funding spread 11 to 102 bps (36 / 26 bps)

28 to 135 bps (79 bps)

Other secured financings$76 $92

Loan price0 to 100 points (33 points)

22 to 101 points (76 points)

Borrowings$947 $1,878

Equity volatility 7% to 71% (21%)

6% to 69% (13%)

Equity volatility skew -2% to 0% (0%)

Equity correlation53% to 64% (58%)

41% to 97% (79%)

Equity - FX correlation -52% to 24% (-12%)

-65% to 40% (-30%)

IR curve correlation

50% to 89% (71% / 70%)

Credit spread247 to 433 bps (340 bps)

Loss given default54% to 84% (62% / 54%)

Loans$4,518 $4,532

Credit spread109 to 1,469 bps (1,007 bps)

99 to 1,467 bps (1,015 bps)

Loan price25 to 100 points (71 points)

25 to 93 points (70 points)

Credit spread207 to 280 bps (254 bps)

115 to 268 bps (185 bps)

During 2024, there were no significant revisions made to the descriptions of the Firm’s significant unobservable inputs.

December 2024 Form 10-K

•Comparable Bond or Loan Price. A pricing input used when prices for the identical instrument are not available. Significant subjectivity may be involved when fair value is determined using pricing data available for comparable instruments. Valuation using comparable instruments can be done by calculating an implied yield (or spread over a liquid benchmark) from the price of a comparable bond or loan, then adjusting that yield (or spread) to derive a value for the bond or loan. The adjustment to yield (or spread) should account for relevant differences in the bonds or loans, such as maturity or credit quality. Alternatively, a price-to-price basis can be assumed between the comparable instrument and the bond or loan being valued in order to establish the value of the bond or loan.

At December 31, 2024At December 31, 2023

Private equity and other$2,653 $644 $2,685 $720

Real estate3,461 214 2,765 240

Hedge92 2 74 3

Total$6,206 $860 $5,524 $963

Amounts in the previous table represent the Firm’s carrying value of general and limited partnership interests in fund

December 2024 Form 10-K102

investments, as well as any related performance-based income in the form of carried interest. The carrying amounts are measured based on the NAV of the fund taking into account the distribution terms applicable to the interest held. This same measurement applies whether the fund investments are accounted for under the equity method or fair value.

Carrying Value at December 31, 2024

Less than 5 years$1,066 $2,016

5-10 years1,432 1,334

Over 10 years155 111

Total$2,653 $3,461

At December 31, 2023

Loans$4,215 $4,532 $8,747

Other assets—Other investments— 4 4

Total$4,238 $4,536 $8,774

Other liabilities and accrued expenses—Lending commitments$110 $60 $170

Total$110 $60 $170

$ in millions202420232022

$(64)$(426)$(563)

(9)(15)(14)

(17)(8)(6)

(33)(35)(11)

Total$(123)$(484)$(594)

$19 $75 $(137)

Total$19 $75 $(137)

1.Gains and losses for Loans and Other assets—Other investments are classified in Other revenues. For other items, gains and losses are recorded in Other revenues if the item is held for sale; otherwise, they are recorded in Other expenses.

December 2024 Form 10-K

225,834 — 17,859 202,297 220,156

At December 31, 2023

Cash and cash equivalents$89,232 $89,232 $— $— $89,232

Investment securities—HTM66,694 21,937 34,411 1,105 57,453

110,733 — 108,099 2,674 110,773

Securities borrowed121,091 — 121,091 — 121,091

Customer and other receivables74,337 — 70,110 4,031 74,141

Held for investment203,385 — 20,125 176,291 196,416

15,255 — 8,652 6,672 15,324

Deposits$345,332 $— $345,391 $— $345,391

Securities sold under agreements to repurchase61,631 — 61,621 — 61,621

Securities loaned15,057 — 15,055 — 15,055

Other secured financings2,756 — 2,756 — 2,756

Customer and other payables208,015 — 208,015 — 208,015

Borrowings169,832 — 171,009 4 171,013

$149,464 $— $1,338 $749 $2,087

December 31, 2023

Equity$49,144 $46,073

Interest rates34,451 31,055

Commodities14,829 12,798

Credit3,306 2,400

Foreign exchange1,602 1,574

Total$103,332 $93,900

Borrowings$(1,118)$650 $(1,767)

Borrowings12,370 293 12,077

$(108)$—

Lending commitments(12)—

Deposits— (24)

Borrowings— 2,006

December 2024 Form 10-K104

December 31, 2023

Cumulative pre-tax DVA gain (loss) recognized in AOCI$(2,868)$(2,166)

December 31, 2023

$10,207 $11,086

7,719 8,566

3,249 3,030

December 31, 2023

Nonaccrual loans$647 $440

$155 $75

Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$3,354

Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$4,321

December 2024 Form 10-K

Assets at December 31, 2023

Interest rate$25 $— $— $25

Foreign exchange5 5 — 10

Total30 5 — 35

Credit2 27 — 29

Interest rate127,414 19,914 854 148,182

Credit5,712 4,896 — 10,608

Foreign exchange90,654 2,570 16 93,240

Equity20,338 — 37,737 58,075

Commodity and other13,928 — 2,353 16,281

Total258,048 27,407 40,960 326,415

Total gross derivatives$258,078 $27,412 $40,960 $326,450

Counterparty netting(184,553)(23,851)(38,510)(246,914)

Cash collateral netting(39,493)(2,730)— (42,223)

Total in Trading assets$34,032 $831 $2,450 $37,313

Financial instruments collateral(15,690)— — (15,690)

Net amounts$18,342 $831 $2,450 $21,623

Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$2,641

Liabilities at December 31, 2023

Interest rate$467 $— $— $467

Foreign exchange414 43 — 457

Total881 43 — 924

Credit43 702 — 745

Interest rate120,604 17,179 590 138,373

Credit5,920 4,427 — 10,347

Foreign exchange87,104 2,694 106 89,904

Equity31,545 — 37,349 68,894

Commodity and other12,237 — 2,830 15,067

Total257,453 25,002 40,875 323,330

Total gross derivatives$258,334 $25,045 $40,875 $324,254

Counterparty netting(184,553)(23,851)(38,510)(246,914)

Cash collateral netting(41,082)(983)— (42,065)

Total in Trading liabilities$32,699 $211 $2,365 $35,275

Financial instruments collateral(6,864)(8)(37)(6,909)

Net amounts$25,835 $203 $2,328 $28,366

Net amounts for which master netting or collateral agreements are not in place or may not be legally enforceable$5,911

Assets at December 31, 2023

Interest rate$— $92 $— $92

Foreign exchange1 1 — 2

Total1 93 — 94

Credit— 1 — 1

Interest rate4,153 8,357 560 13,070

Credit214 176 — 390

Foreign exchange3,378 165 7 3,550

Equity528 — 440 968

Commodity and other142 — 65 207

Total8,415 8,699 1,072 18,186

Total gross derivatives$8,416 $8,792 $1,072 $18,280

December 2024 Form 10-K106

Liabilities at December 31, 2023

Interest rate$3 $183 $— $186

Foreign exchange14 3 — 17

Total17 186 — 203

Credit2 22 — 24

Interest rate4,631 8,197 455 13,283

Credit229 155 — 384

Foreign exchange3,496 167 33 3,696

Equity587 — 712 1,299

Commodity and other101 — 79 180

Total9,046 8,541 1,279 18,866

Total gross derivatives$9,063 $8,727 $1,279 $19,069

$ in millions202420232022

Interest rate contracts$291 $(576)$1,928

Investment Securities—AFS(204)638 (1,838)

Interest rate contracts$(822)$3,664 $(15,159)

Deposits(75)(88)124

Borrowings889 (3,564)15,042

Recognized in OCI$1,084 $(168)$657

214 211 (33)

Recognized in OCI$(100)$9 $(4)

(32)(16)—

Net change in cash flow hedges included within AOCI(68)25 (4)

1.For the year ended 2024, there were no forecasted transactions that failed to occur. The net gains (losses) associated with cash flow hedges expected to be reclassified from AOCI within 12 months as of December 31, 2024 is approximately $31 million. The maximum length of time over which forecasted cash flows are hedged is 28 months.

December 31, 2023

$54,809 $47,179

$(741)$(732)

Carrying amount currently or previously hedged$21,524 $10,569

$44 $(31)

Carrying amount currently or previously hedged$171,834 $158,659

Basis adjustments included in carrying amount—Outstanding hedges$(10,072)$(9,219)

Basis adjustments included in amortized cost—Terminated hedges

$(648)$(671)

1.Carrying amount represents the amortized cost, net of allowance if applicable. At December 31, 2024, the amortized cost of the portfolio layer method closed portfolios was $325 million, of which $178 million was designated as hedged. The cumulative amount of basis adjustments was $(2) million as of December 31, 2024. Refer to Note 2 and Note 7 for additional information.

$ in millions202420232022

(294)(522)(62)

Derivatives with Credit Risk-Related Contingencies

December 31, 2023

Net derivative liabilities with credit risk-related contingent features$22,414 $21,957

Collateral posted16,252 16,389

One-notch downgrade$235

Two-notch downgrade411

$524

The additional collateral or termination payments that may be called in the event of a future credit rating downgrade vary by contract and can be based on ratings by Moody’s Investors Service, Inc., S&P Global Ratings and/or other rating agencies. The previous table shows the future potential

December 2024 Form 10-K

collateral amounts and termination payments that could be called or required by counterparties or exchange and clearing organizations in the event of one-notch or two-notch downgrade scenarios based on the relevant contractual downgrade triggers.

Years to Maturity at December 31, 2023

Investment grade$19 $29 $39 $10 $97

Non-investment grade7 14 17 1 39

Total$26 $43 $56 $11 $136

Investment grade$8 $19 $85 $4 $116

Non-investment grade8 14 95 17 134

Total$16 $33 $180 $21 $250

Total CDS sold$42 $76 $236 $32 $386

Total credit protection sold$42 $76 $236 $35 $389

CDS protection sold with identical protection purchased$330

December 31, 2023

Investment grade$1,890 $1,904

Non-investment grade585 399

Total$2,475 $2,303

Investment grade$799 $1,929

Non-investment grade489 45

Total$1,288 $1,974

Total CDS sold$3,763 $4,277

Other credit contracts133 314

Total credit protection sold$3,896 $4,591

$ in billionsAtDecember 31,2024 AtDecember 31,2023

Single name$156 $166

Index and basket193 213

Tranched index and basket28 30

Total$377 $409

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Single name$(2,693)$(2,799)

Index and basket(654)(1,208)

Tranched index and basket(962)(1,012)

Total$(4,309)$(5,019)

December 2024 Form 10-K108

U.S. Treasury securities$70,160 $62 $388 69,834

State and municipal securities1,373 18 4 1,387

At December 31, 2023

U.S. Treasury securities$58,484 $24 $1,103 $57,405

25,852 4 2,528 23,328

Agency CMBS5,871 — 456 5,415

State and municipal securities 1,132 46 5 1,173

810 — 18 792

Total AFS securities92,149 74 4,110 88,113

U.S. Treasury securities23,222 — 1,285 21,937

40,894 — 7,699 33,195

Agency CMBS1,337 — 121 1,216

Non-agency CMBS1,241 2 138 1,105

Total HTM securities66,694 2 9,243 57,453

Total investment securities$158,843 $76 $13,353 $145,566

4.Represents the amount of unallocated portfolio layer method basis adjustments related to AFS securities hedged in a closed portfolio. Portfolio layer method basis adjustments are not allocated to individual securities. Refer to Note 2 and Note 6 for additional information.

Investment Securities in an Unrealized Loss Position

At December 31,2024At December 31,2023

Less than12 months$18,338 $65 $14,295 $22

12 months or longer19,629 323 33,458 1,081

Total37,967 388 47,753 1,103

Less than12 months765 11 4,297 43

12 months or longer18,996 2,641 18,459 2,485

Total19,761 2,652 22,756 2,528

12 months or longer5,018 388 5,415 456

Total5,018 388 5,415 456

Less than12 months242 2 524 3

12 months or longer62 2 35 2

Total304 4 559 5

Less than12 months— — 56 1

12 months or longer442 9 616 17

Total442 9 672 18

Less than12 months19,345 78 19,172 69

12 months or longer44,147 3,363 57,983 4,041

Total$63,492 $3,441 $77,155 $4,110

For AFS securities, the Firm believes there are no securities in an unrealized loss position that have credit losses after performing the analysis described in Note 2. Additionally, the Firm does not intend to sell these securities and is not likely to be required to sell these securities prior to recovery of the amortized cost basis. As of December 31, 2024 and December 31, 2023, the securities in an unrealized loss position are predominantly investment grade.

The HTM securities net carrying amounts at December 31, 2024 and December 31, 2023 reflect an ACL of $52 million and $44 million, respectively, predominantly related to Non-agency CMBS. See Note 2 for a description of the ACL methodology used for HTM Securities.

As of December 31, 2024 and December 31, 2023, 98% of the Firm’s portfolio of HTM securities were investment grade U.S. agency securities, U.S. Treasury securities and Agency CMBS, which were on accrual status and for which there is an underlying assumption of zero credit losses. Non-investment grade HTM securities primarily consisted of certain Non-agency CMBS securities, for which the expected credit losses were insignificant and were predominantly on accrual status at December 31, 2024 and December 31, 2023.

December 2024 Form 10-K

Due within 1 year$18,575 $18,393 2.2 %

After 1 year through 5 years46,529 46,395 3.7 %

After 5 years through 10 years5,056 5,046 4.2 %

Total70,160 69,834

Due within 1 year11 11 1.0 %

After 1 year through 5 years254 241 1.6 %

After 5 years through 10 years414 380 1.8 %

After 10 years23,434 20,835 3.4 %

Total24,113 21,467

After 1 year through 5 years4,054 3,899 2.0 %

After 5 years through 10 years547 535 1.6 %

After 10 years1,103 882 1.5 %

Total5,704 5,316

Due within 1 year852 852 4.9 %

After 1 year through 5 years215 214 4.7 %

After 5 years through 10 years49 48 5.8 %

After 10 years257 273 4.6 %

Total1,373 1,387

Due within 1 year12 11 5.3 %

After 1 year through 5 years113 110 5.6 %

After 5 years through 10 years24 23 5.4 %

After 10 years463 460 5.8 %

Total612 604

(2)— —

Total AFS securities101,960 98,608 3.3 %

Due within 1 year$4,635 $4,558 1.2 %

After 1 year through 5 years10,191 9,777 2.3 %

After 5 years through 10 years503 414 1.1 %

After 10 years1,556 1,054 2.3 %

Total16,885 15,803

After 1 year through 5 years8 8 1.8 %

After 5 years through 10 years223 208 2.1 %

After 10 years41,351 32,778 2.1 %

Total41,582 32,994

Due within 1 year294 289 1.5 %

After 1 year through 5 years632 591 1.2 %

After 5 years through 10 years176 144 1.6 %

After 10 years52 42 1.3 %

Total1,154 1,066

Due within 1 year146 124 3.9 %

After 1 year through 5 years648 618 4.5 %

After 5 years through 10 years455 403 4.0 %

After 10 years201 195 7.4 %

Total1,450 1,340

Total HTM securities61,071 51,203 2.1 %

Total investment securities$163,031 $149,811 2.9 %

3.At December 31, 2024, the annualized average yield, including the interest rate swap accrual of related hedges, was 2.7% for AFS securities contractually maturing within 1 year and 3.8% for all AFS securities.

4.Represents the amount of unallocated portfolio layer method basis adjustments related to AFS securities hedged in a closed portfolio. Portfolio layer method basis adjustments are not allocated to individual securities. Refer to Note 2 and Note 6 for additional information.

$ in millions202420232022

Gross realized gains$52 $70 $164

Gross realized (losses)— (21)(94)

$52 $49 $70

December 2024 Form 10-K110

Net amounts for which master netting agreements are not in place or may not be legally enforceable

Securities loaned—

At December 31, 2023

Securities purchased under agreements to resell$300,242 $(189,502)$110,740 $(108,893)$1,847

Securities borrowed142,453 (21,362)121,091 (115,969)5,122

Securities sold under agreements to repurchase$252,153 $(189,502)$62,651 $(58,357)$4,294

Securities loaned36,419 (21,362)15,057 (15,046)11

Net amounts for which master netting agreements are not in place or may not be legally enforceable

Securities purchased under agreements to resell$1,741

Securities borrowed607

Securities sold under agreements to repurchase3,014

Securities loaned2

At December 31, 2023

Securities sold under agreements to repurchase$80,376 $114,826 $25,510 $31,441 $252,153

Securities loaned21,508 1,345 709 12,857 36,419

Total included in the offsetting disclosure$101,884 $116,171 $26,219 $44,298 $288,572

Trading liabilities—Obligation to return securities received as collateral13,528 — — — 13,528

Total$115,412 $116,171 $26,219 $44,298 $302,100

December 31, 2023

U.S. Treasury and agency securities$177,464 $98,377

Other sovereign government obligations135,806 122,342

Corporate equities14,993 18,144

Other12,874 13,290

Total$341,137 $252,153

Other sovereign government obligations$1,805 $1,379

Corporate equities54,144 34,434

Other1,060 606

Total$57,009 $36,419

Total included in the offsetting disclosure$398,146 $288,572

Corporate equities$18,059 $13,502

Other8 26

Total$18,067 $13,528

Total$416,213 $302,100

December 31, 2023

Trading assets$30,867 $37,522

The Firm pledges certain of its trading assets to collateralize securities sold under agreements to repurchase, securities

December 2024 Form 10-K

loaned, other secured financings and derivatives and to cover customer short sales.

Pledged financial instruments that can be sold or repledged by the secured party are identified as Trading assets (pledged to various parties) in the balance sheet. Pledged financial instruments that cannot be sold or repledged by the secured party are included within Trading Assets, but not identified as pledged assets parenthetically in the balance sheet.

December 31, 2023

Collateral received with right to sell or repledge$932,626 $735,830

724,177 553,386

December 31, 2023

$26,329 $20,670

December 31, 2023

11 %12 %

Positions taken and underwriting and financing commitments, including those made in connection with the Firm’s private equity, principal investment and lending activities, often

involve substantial amounts and significant exposure to individual issuers and businesses, including investment grade and non-investment grade issuers.

December 31, 2023

Margin and other lending$55,882 $45,644

Other secured financings include the liabilities related to collateralized notes, transfers of financial assets that are accounted for as financings rather than sales and consolidated VIEs where the Firm is deemed to be the primary beneficiary. These liabilities are generally payable from the cash flows of the related assets accounted for as Trading assets (see Notes 13 and 15). Additionally, for certain secured financing transactions that meet applicable netting criteria, the Firm offset Other secured financing liabilities against financing receivables recorded within Trading assets in the amount of

December 2024 Form 10-K112

$437 million at December 31, 2024 and $3,472 million at December 31, 2023.

At December 31, 2023

Corporate$6,758 $11,862 $18,620

Secured lending facilities39,498 3,161 42,659

Commercial real estate8,678 209 8,887

Residential real estate60,375 22 60,397

89,245 1 89,246

Total loans204,554 15,255 219,809

ACL(1,169)(1,169)

Total loans, net$203,385 $15,255 $218,640

Loans to non-U.S. borrowers, net$21,152 $5,043 $26,195

At December 31, 2024At December 31, 2023

Corporate$— $16,071 $— $18,620

Secured lending facilities— 51,349 — 42,659

Commercial real estate— 9,041 141 8,746

Residential real estate31,014 35,724 28,934 31,464

25,478 70,542 23,922 65,323

Total loans, before ACL$56,492 $182,727 $52,997 $166,812

December 2024 Form 10-K

At December 31, 2024At December 31, 2023

$2,668 $3,963 $6,631 $2,350 $3,863 $6,213

202476 58 134

2023— 50 50 — 88 88

2022— 25 25 — 166 166

202115 — 15 15 89 104

202031 3 34 29 25 54

— — — — 133 133

$2,790 $4,099 $6,889 $2,394 $4,364 $6,758

At December 31, 2024At December 31, 2023

$11,405 $27,753 $39,158 $9,494 $22,240 $31,734

2024818 2,863 3,681

20231,371 1,359 2,730 1,535 1,459 2,994

2022279 1,909 2,188 392 2,390 2,782

2021— 198 198 — 365 365

2020— — — — 80 80

100 787 887 356 1,187 1,543

$13,973 $34,869 $48,842 $11,777 $27,721 $39,498

At December 31, 2024At December 31, 2023

Revolving$— $161 $161 $— $170 $170

2024147 2,202 2,349

2023351 772 1,123 261 1,067 1,328

2022305 1,488 1,793 284 1,900 2,184

2021166 1,603 1,769 370 1,494 1,864

2020— 430 430 — 756 756

— 787 787 195 2,181 2,376

$969 $7,443 $8,412 $1,110 $7,568 $8,678

20206,494 1,346 97 7,529 408 7,937

Prior10,594 2,825 394 12,826 987 13,813

At December 31, 2023

Revolving$108 $33 $8 $149 $— $149

20237,390 1,517 230 8,168 969 9,137

202210,927 2,424 389 12,650 1,090 13,740

202111,075 2,376 239 12,763 927 13,690

20206,916 1,430 104 8,017 433 8,450

Prior11,642 3,131 436 14,106 1,103 15,209

Total$48,058 $10,911 $1,406 $55,853 $4,522 $60,375

$76,432 $6,342 $1,551 $84,325

202039 219 497 755

Prior231 1,211 2,350 3,792

At December 31, 2023

Revolving$71,474 $5,230 $1,362 $78,066

20231,612 627 346 2,585

20221,128 816 804 2,748

2021165 330 377 872

2020— 435 414 849

Prior215 2,096 1,814 4,125

Total$74,594 $9,534 $5,117 $89,245

1.Securities-based loans are subject to collateral maintenance provisions, and at December 31, 2024 and December 31, 2023, these loans are predominantly over-collateralized. For more information on the ACL methodology related to securities-based loans, see Note 2.

$ in millionsAt December 31, 2024At December 31, 2023

Corporate$— $47

Commercial real estate272 185

Residential real estate186 160

86 1

Total$544 $393

1.As of December 31, 2024, the majority of the amounts are 90 days or more past due. As of December 31, 2023, the majority of the amounts are past due for a period of less than 90 days.

$ in millionsAt December 31, 2024At December 31, 2023

Corporate$108 $95

Secured lending facilities6 87

Commercial real estate447 426

Residential real estate160 95

298 174

$1,019 $877

Nonaccrual loans without an ACL$162 $86

1.There were no loans held for investment that were 90 days or more past due and still accruing as of December 31, 2024 and December 31, 2023. For further information on the Firm’s nonaccrual policy, see Note 2 to the financial statements.

The Firm may modify the terms of certain loans for economic or legal reasons related to a borrower’s financial difficulties, and these modifications include interest rate reductions, principal forgiveness, term extensions and other-than-

December 2024 Form 10-K114

insignificant payment delays or a combination of these aforementioned modifications. Modified loans are typically evaluated individually for allowance for credit losses.

20242023

Corporate$211 3.1 %$183 2.7 %

Secured lending facilities41 0.1 %— — %

Commercial real estate172 2.0 %199 2.3 %

Residential real estate— — %1 0.1 %

Securities-based lending and Other 138 0.1 %145 0.2 %

Total$562 0.4 %$528 0.3 %

Securities-based lending and Other$— — %$71 0.1 %

Total$— — %$71 0.1 %

Residential real estate$2 — %$— — %

Total$2 — %$— — %

Commercial real estate$81 1.0 %$— — %

Residential real estate1 — %1 — %

Total $82 0.1 %$1 — %

Multiple Modifications - Term Extension and Other-than-insignificant Payment Delay

Commercial real estate$— — %$24 0.3 %

Total$— — %$24 0.3 %

Total Modifications$646 0.3 %$624 0.4 %

1.Lending commitments to borrowers for which the Firm has modified terms of the receivable, during the year ended December 31, 2024 and 2023, were $746 million and $1,062 million, as of December 31, 2024 and December 31, 2023, respectively.

Residential real estate00— 1 %

Commercial real estate610— 2 %

Residential real estate840— 1 %

Year Ended December 31, 20231

Corporate220$— — %

Commercial real estate500— — %

Residential real estate40— — %

Securities-based lending and Other76— — %

Multiple Modifications - Term Extension and Other-than-insignificant Payment Delay

Commercial real estate76$— — %

Residential real estate1200$— 1 %

Past Due Loans Held for Investment Modified in the Last 12 months

Commercial real estate$— 56 56

At December 31, 2023

Commercial real estate$24 $21 $45

Residential real estate— 1 1

Total$24 $22 $46

At December 31, 2024, there were two commercial real estate loans held for investment with a total amortized cost of $56 million that defaulted during the year ended December 31, 2024 and had been modified in the 12 month period prior to default. There were no loans held for investment that defaulted during the year ended December 31, 2023 that had been modified in the 12 month period prior.

December 2024 Form 10-K

Year Ended December 31, 2022

$165 $163 $206 $60 $60 $654

Gross charge-offs— (3)(7)— (21)(31)

Recoveries6 — — 1 — 7

6 (3)(7)1 (21)(24)

Provision (release)65 (6)80 26 51 216

Other(1)(1)(4)— (1)(7)

Ending balance$235 $153 $275 $87 $89 $839

3 %18 %4 %27 %48 %100 %

$356 $41 $20 $1 $26 $444

Provision (release)59 10 (5)3 (3)64

Other(4)— — — — (4)

Ending balance$411 $51 $15 $4 $23 $504

$646 $204 $290 $91 $112 $1,343

The allowance for credit losses for loans and lending commitments was relatively unchanged in 2024, reflecting provisions for certain specific commercial real estate loans and growth in the corporate loan portfolio, offset by charge-offs related to commercial real estate lending, mainly in the office sector, and improvements in the macroeconomic outlook. The base scenario used in our ACL models as of December 31, 2024 was generated using a combination of consensus economic forecasts, forward rates, and internally developed and validated models. This scenario assumes continued economic growth as well as lower interest rates relative to the prior year forecast. The ACL calculation incorporates key macroeconomic variables, including U.S. real GDP growth rate. The significance of key macroeconomic variables on the ACL calculation varies depending on portfolio composition and economic conditions. Other key macroeconomic variables used in the ACL calculation include corporate credit spreads, interest rates and commercial real estate indices.

— — (18)— — (18)

2021

— — (14)— (2)(16)

2020

— (11)— — — (11)

December 2024 Form 10-K116

$(34)$— $— $— $— $(34)

2020— — — — (3)(3)

2019— — (85)— (1)(86)

— — (44)— — (44)

$(34)$— $(129)$— $(4)$(167)

AtDecember 31,2024 AtDecember 31,2023

ACL for loans to total HFI loans0.5 %0.6 %

104.6 %133.3 %

December 31, 2023

$4,255 $4,257

83 92

Employee loans$4,338 $4,349

ACL(112)(121)

Employee loans, net of ACL$4,226 $4,228

Remaining repayment term, weighted average in years5.65.8

At December 31, 2022¹$429 $10,202 $6,021 $16,652

(5)2 7 4

— — 56 56

Foreign currency(12)(8)(3)(23)

Acquired23 — — 23

Disposals— (1)— (1)

At December 31, 2024¹$435 $10,190 $6,081 $16,706

2.There were no impairments recorded in 2024, 2023 or 2022.

At December 31, 2022$36 $3,911 $3,671 $7,618

— 9 37 46

Disposals— (13)— (13)

Amortization expense(10)(481)(110)(601)

Other— 1 4 5

Acquired13 — — 13

Management contracts$2,112 $245 $93

At December 31, 2023

Management contracts2,113 245 72

Customer relationships— 8,763 4,582

— 767 187

Other— 14 6

Total$2,113 $9,789 $4,847

$ in millionsAt December 31, 2024

2025$451

2026343

2027340

2028336

2029333

The Firm’s annual goodwill and non-amortizable intangible asset impairment testing as of July 1, 2024 did not indicate any impairment. For more information, see Note 2.

December 2024 Form 10-K

December 31, 2023

Investments$1,869 $1,915

$ in millions202420232022

Income (loss)$241 $124 $39

$ in millions202420232022

Income (loss) from investment in MUMSS$146 $129 $35

The Firm engages in transactions in the ordinary course of business with MUFG and its affiliates; for example, investment banking, financial advisory, sales and trading, derivatives, investment management, lending, securitization and other financial services transactions. Such transactions are on substantially the same terms as those that would be available to unrelated third parties for comparable transactions.

Additionally, during 2024 the Firm further expanded its alliance with MUFG to collaborate in the foreign exchange trading and Japanese research and equity businesses for institutional clients.

The Firm invests in tax equity investment interests which entitle the Firm to a share of tax credits and other income tax benefits generated by the projects underlying the investments.

Effective January 1, 2024, the Firm made an election to account for certain renewable energy and other tax equity investments programs using the proportional amortization method under newly adopted accounting guidance.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Low-income housing1

$1,787 $1,699

Renewable energy and other2

67 —

$1,854 $1,699

1.Amounts include unfunded equity contributions of $613 million and $661 million as of December 31, 2024 and December 31, 2023, respectively. The corresponding liabilities for the commitments to fund these equity contributions are recorded in Other liabilities and accrued expenses. The majority of these commitments are expected to be funded within 5 years.

2.Prior to adoption of the Investments - Tax Credit Structures accounting update on January 1, 2024, Renewable energy and other investments were accounted for under the equity method.

3.At December 31, 2024, this amount excludes $48 million of tax equity investments within programs for which the Firm elected the proportional amortization method that do not meet the conditions to apply the proportional amortization method, which are accounted for as equity method investments.

$ in millions202420232022

Income tax credits and other income tax benefits$301 $237 $208

Proportional amortization(239)(197)(174)

Net benefits$62 $40 $34

December 31, 2023

Other assets—ROU assets$4,114 $4,368

Other liabilities and accrued expenses—Lease liabilities4,937 5,417

Remaining lease term, in years8.58.7

Discount rate4.3 %4.0 %

December 2024 Form 10-K118

December 31, 2023

2024$913

2025$772 846

2026790 774

2027736 716

2028716 644

2029562 500

Thereafter2,405 2,137

Total undiscounted cash flows5,981 6,530

Imputed interest(1,044)(1,113)

Amount on balance sheet$4,937 $5,417

Committed leases not yet commenced$63 $248

$ in millions202420232022

Fixed costs$917 $938 $841

181 206 170

Less: Sublease income(6)(10)(7)

Total lease cost, net$1,092 $1,134 $1,004

$ in millions202420232022

Cash outflows—Lease liabilities$942 $892 $881

Non-cash—ROU assets recorded for new and modified leases489 1,055 544

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Savings and demand deposits$299,898 $288,252

Time deposits76,109 63,552

$376,007 $351,804

Deposits subject to FDIC insurance$298,351 $276,598

Deposits not subject to FDIC insurance$77,656 $75,206

2025$38,046

202618,016

20279,433

20286,047

20294,148

Thereafter419

Total$76,109

$ in millionsAtDecember 31, 2024

Less than 3 months$2,659

3 - 6 months431

6 - 12 months390

Over 12 months—

Total$3,480

$ in millionsAt December 31, 2024At December 31, 2023

Deposits in U.S. bank subsidiaries from non-U.S. depositors$700 $880

December 31, 2023

Next 12 months$— $— $146 $4,366 $4,512 $3,188

2024$20,151

2025$6,617 $927 $2,672 $11,705 $21,921 35,523

202623,288 1,450 3,828 9,403 37,969 35,423

202718,833 1,883 3,452 9,882 34,050 25,338

202812,478 1,366 5,808 9,067 28,719 21,239

202916,129 189 1,278 8,563 26,159 22,193

Thereafter96,378 2,508 11,499 25,104 135,489 100,677

Total greater than one year

$173,723 $8,323 $28,537 $73,724 $284,307 $260,544

$173,723 $8,323 $28,683 $78,090 $288,819 $263,732

3.9 %4.9 %5.1 %5.9 %4.1 %3.6 %

December 31, 2023

Senior$270,594 $248,174

Subordinated13,713 12,370

Total$284,307 $260,544

Weighted average stated maturity, in years6.66.6

December 2024 Form 10-K

The Firm’s Borrowings include notes carried and managed on a fair value basis. These include instruments whose payments and redemption values are linked to the performance of a specific index, a basket of stocks, a specific equity security, a commodity, a credit exposure or basket of credit exposures; and instruments with various interest rate-related features, including step-ups, step-downs and zero coupons. Also included are unsecured contracts that are not classified as OTC derivatives because they fail initial net investment criteria. To minimize the exposure from such instruments, the Firm has entered into various swap contracts and purchased options that effectively convert the borrowing costs into floating rates. The swaps and purchased options used to economically hedge the embedded features are derivatives and also are carried at fair value. Changes in fair value related to the notes and economic hedges are reported in Trading revenues. See Notes 2 and 5 for further information on borrowings carried at fair value.

December 31, 2023

Put options embedded in debt agreements$429 $1,571

$3,597 $3,166

20242023

Contractual weighted average coupon4.5 %4.3 %

Subordinated debt generally is issued to meet the capital requirements of the Firm or its regulated subsidiaries and primarily is U.S. dollar denominated. Maturities of subordinated debt range from 2025 to 2039.

202420232022

4.1 %3.6 %3.2 %

Weighted average coupon after hedging derivatives5.6 %6.5 %5.1 %

December 31, 2023

One year or less$17,133 $5,732

Greater than one year4,469 6,923

Total$21,602 $12,655

Transfers of assets accounted for as secured financings10,275 5,848

At December 31, 2024AtDecember 31,2023

Next 12 months$3,055 $3,951 $7,006 $8

2024$5,085

2025$— $2,389 $2,389 95

20267 683 690 92

2027— 107 107 —

2028— 453 453 434

Thereafter7 675 682 1,093

Total$14 $4,307 $4,321 $6,799

4.6 %4.9 %4.6 %5.6 %

December 31, 2023

2024$— $5,749

202510,184 9

202642 36

20275 21

202812 11

20295 3

Thereafter27 19

Total$10,275 $5,848

December 2024 Form 10-K120

Corporate$17,393 $40,373 $64,851 $6,357 $128,974

Secured lending facilities6,894 6,646 7,169 3,874 24,583

Commercial and Residential real estate762 404 126 411 1,703

Securities-based lending and Other16,453 3,418 788 612 21,271

122,535 1,503 — — 124,038

Central counterparty300 — — 20,747 21,047

Investment activities1,509 107 84 466 2,166

Letters of credit and other financial guarantees39 2 — 6 47

Total$165,885 $52,453 $73,018 $32,473 $323,829

Lending commitments participated to third parties$10,859

1.These amounts primarily include secured financing receivables yet to settle as of December 31, 2024, with settlement generally occurring within three business days. These amounts also include commitments to enter into certain collateralized financing transactions.

1,161,382 626,951 152,534 460,222 (40,849)

1,599 732 1,031 2,581 18

Liquidity facilities2,453 — — — 2

Whole loan sales guarantees24 63 — 23,050 —

— — — 87,305 —

General partner guarantees180 133 53 35 (98)

Client clearing guarantees816 — — — —

2.These amounts include certain issued standby letters of credit participated to third parties, totaling $0.6 billion of notional and collateral/recourse, due to the nature of the Firm’s obligations under these arrangements.

3.As of December 31, 2024, the carrying amount of standby letters of credit and other financial guarantees issued includes an allowance for credit losses of $56 million.

December 2024 Form 10-K

December 2024 Form 10-K122

•Futures and Over-the-Counter Derivatives Clearing. The Firm provides clearing services on central counterparty clearinghouses (“CCPs”) for clients that need to clear exchange-traded and OTC derivatives contracts with CCPs. The Firm acts as an agent in its role as clearing member for these client transactions. As such, the Firm does not reflect the underlying exchange-traded or OTC derivatives contracts in its Consolidated Financial Statements. See Note 6 for a discussion of the Firm’s derivatives activities that are reflected in its Consolidated Financial Statements. As a clearing member, the Firm is responsible to the CCP for the performance of its clients, collects cash and securities collateral (margin) as well as any settlement amounts due from or to clients, and remits them to the relevant CCP or client in whole or part. There are two types of margin: (1) variation margin is posted on a daily basis based on the value of clients’ derivative contracts and (2) initial margin is posted at inception of a derivative contract, generally on the basis of the potential changes in the variation margin requirement for the contract.As a clearing member, the Firm is exposed to the risk of nonperformance by its clients to CCPs but is not liable to clients for the performance of the CCPs. Where possible, the Firm seeks to mitigate its risk to the client through the collection of appropriate amounts of margin at inception and throughout the life of the transactions. In the event of nonperformance by a client, the Firm would close out the client’s positions and access available margin. The CCP would utilize any margin it holds to make itself whole, with any remaining shortfalls required to be paid by the Firm as a clearing member.It is difficult to estimate the Firm’s maximum possible exposure through its role as a clearing member as it depends on the nature and volume of client's future transactions, market conditions and potential client defaults. However, based upon historical experience, the Firm’s exposure is significantly mitigated by the credit risk mitigants available to the Firm. As a result, management believes that the risk of material loss to the Firm is expected to be remote.

•Merger and Acquisition Guarantees. The Firm may, from time to time, in its role as investment banking advisor be required to provide guarantees in connection with certain European merger and acquisition transactions. If required by the regulating authorities, the Firm provides a guarantee that the acquirer in the transaction has or will have sufficient funds to complete the transaction and would then be required to make the acquisition payments in the event the acquirer’s funds are insufficient at the completion date of the transaction. These arrangements generally cover the time frame from the transaction offer date to its closing date

December 2024 Form 10-K

and, therefore, are generally short term in nature. The Firm believes the likelihood of any payment by the Firm under these arrangements is remote given the level of its due diligence in its role as investment banking advisor.

The Firm is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental or other regulatory agencies regarding the Firm’s business, and involving, among other matters, sales, financing, prime brokerage, market-making activities, investment banking advisory services, capital markets activities, financial products or offerings sponsored, underwritten or sold by the Firm, wealth and investment management services, and accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.

$ in millions202420232022

Legal expenses$106 $488 $443

December 2024 Form 10-K124

Beginning in February of 2016, the Firm was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York (“SDNY”) styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Firm, together with a number of other financial institution defendants, violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, inter alia, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints. On December 15, 2023, the court denied the class plaintiffs’ motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims. On July 11, 2024, the court granted preliminary approval of the settlement.

The Firm is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the SDNY under the caption City of Philadelphia, et al. v. Bank of America Corporation, et al. Plaintiffs allege, inter alia, that the Firm, together with a number of other financial institution defendants, violated U.S. antitrust laws and relevant state laws in connection with alleged efforts to artificially inflate interest rates for Variable Rate Demand Obligations (“VRDO”). The consolidated complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. The complaint was filed on behalf of a class of municipal issuers of VRDO for which defendants served as remarketing agent. On November 2, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the consolidated

complaint, dismissing state law claims, but denying dismissal of the U.S. antitrust claims. On September 21, 2023, the court granted plaintiffs’ motion for class certification. On February 5, 2024, the United States Court of Appeals for the Second Circuit granted leave to appeal that decision.

In matters styled Case number 15/3637 and Case number 15/4353, the Dutch Tax Authority (“Dutch Authority”) challenged in the Dutch courts the prior set-off by the Firm of approximately €124 million (approximately $128 million) plus accrued interest of withholding tax credits against the Firm’s corporation tax liabilities for the tax years 2007 to 2012. The Dutch Authority alleged that the Firm was not entitled to receive the withholding tax credits on the basis, inter alia, that a Firm subsidiary did not hold legal title to certain securities subject to withholding tax on the relevant dates. On April 26, 2018, the District Court in Amsterdam issued a decision dismissing the Dutch Authority’s claims with respect to certain of the tax years in dispute. On May 12, 2020, the Court of Appeal in Amsterdam granted the Dutch Authority’s appeal in matters re-styled Case number 18/00318 and Case number 18/00319. On January 19, 2024, the Dutch High Court granted the Firm’s appeal in matters re-styled Case number 20/01884 and referred the case to the Court of Appeal in The Hague. On November 11, 2024, the Firm reached an agreement to settle the Dutch Authority’s challenges for the tax years 2007 to 2012 and made payment of the prior set-off amounts and interest indicated above. The case has been withdrawn.

On June 22, 2021, Dutch criminal authorities sought various documents in connection with an investigation of the Firm related to the civil claims asserted by the Dutch Authority concerning the accuracy of the Firm subsidiary’s tax returns for 2007 to 2012. The Dutch criminal authorities have requested additional information, and the Firm is continuing to respond to them in connection with their ongoing investigation, and is engaging with them as the criminal process progresses.

On February 21, 2025, the U.K. Competition and Markets Authority announced a settlement with the Firm, as well as other financial institutions, in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding the Firm’s activities concerning certain liquid fixed income products between 2009 and 2012. Separately, on June 16, 2023, the Firm was named as a defendant in a purported antitrust class action in the United States District Court for the SDNY styled Oklahoma Firefighters Pension and Retirement System v. Deutsche Bank Aktiengesellschaft, et al., alleging, inter alia, that the Firm, together with a number of other financial institution defendants, violated U.S. antitrust laws in

December 2024 Form 10-K

connection with their alleged effort to fix prices of gilts traded in the United States between 2009 and 2013. The complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. On September 16, 2024, the court granted defendants’ joint motion to dismiss, and the complaint was dismissed without prejudice. The Firm and certain other defendants have reached an agreement in principle to settle the U.S. litigation.

On August 13, 2021, the plaintiff in Camelot Event Driven Fund, a Series of Frank Funds Trust v. Morgan Stanley & Co. LLC, et al. filed in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”) a purported class action complaint alleging violations of federal securities laws against ViacomCBS (“Viacom”), certain of its officers and directors, and the underwriters, including the Firm, of two March 2021 Viacom offerings: a $1.7 billion Viacom Class B Common Stock offering and a $1 billion offering of 5.75% Series A Mandatory Convertible Preferred Stock (collectively, the “Offerings”). The complaint seeks certification of the class of plaintiffs and unspecified compensatory damages and alleges, inter alia, that the Viacom offering documents for both issuances contained material misrepresentations and omissions because they did not disclose that certain of the underwriters, including the Firm, had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos Capital Management LP (“Archegos”), a fund with significant exposure to Viacom securities across multiple prime brokers. The complaint also alleges that the offering documents did not adequately disclose the risks associated with Archegos’s concentrated Viacom positions at the various prime brokers, including that the unwind of those positions could have a deleterious impact on the stock price of Viacom. On November 5, 2021, the complaint was amended to add allegations that defendants failed to disclose that certain underwriters, including the Firm, had intended to unwind Archegos’s Viacom positions while simultaneously distributing the Offerings. On February 6, 2023, the court issued a decision denying motions to dismiss as to the Firm and the other underwriters, but granting the motion to dismiss as to Viacom and the Viacom individual defendants. On February 15, 2023, the underwriters, including the Firm, filed their notices of appeal of the denial of their motions to dismiss. On March 10, 2023, the plaintiff appealed the dismissal of Viacom and the individual Viacom defendants. On April 4, 2024, the Appellate Division upheld the lower court’s decision as to the Firm and other underwriter defendants that had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos, dismissed the remaining underwriters, and upheld the dismissal of Viacom and its officers and directors. On July 25, 2024, the Appellate Division denied the plaintiff’s and the Firm’s respective motions for leave to reargue or appeal the April 4, 2024 decision. On January 4, 2024, the court granted

the plaintiff’s motion for class certification, which the defendants have appealed.

On May 17, 2013, the plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against the Firm and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to the plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Firm to the plaintiff was approximately $133 million. The complaint alleges causes of action against the Firm for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, inter alia, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part the Firm’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Firm or sold to the plaintiff by the Firm was approximately $116 million. On August 11, 2016, the Appellate Division affirmed the trial court’s order denying in part the Firm’s motion to dismiss the complaint. On July 15, 2022, the Firm filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part the Firm’s motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court’s summary judgment order. On August 27, 2024, the plaintiff notified the court that in light of the court’s rulings to exclude certain evidence at trial, the plaintiff could not prove its claims at trial, and requested that the court dismiss the case, subject to its right to appeal the evidentiary rulings. On August 28, 2024, the court dismissed the case, and judgment was entered in the Firm’s favor. The plaintiff has filed notices of appeal.

Beginning in February of 2024, Morgan Stanley Smith Barney LLC (“MSSB”) and E*TRADE Securities LLC (“E*TRADE Securities”), among others, have been named as defendants in multiple putative class actions pending in the federal district courts for the District of New Jersey and SDNY. The class action claims have been brought on behalf of brokerage, advisory and retirement account holders, alleging various contractual, fiduciary, and statutory claims (including under the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §1962(c)-(d)) that MSSB and/or E*TRADE Securities failed to pay a reasonable rate of interest on its cash sweep products. The cases are at an early stage with motions for consolidation and transfer currently pending. Together, the complaints seek, inter alia, certification of a class of plaintiffs, unspecified compensatory damages, equitable and injunctive relief, and treble damages.

The Firm has been engaged with and is responding to requests for information from the Enforcement Division of the SEC regarding advisory account cash balances swept to the

December 2024 Form 10-K126

affiliate bank deposit program and compliance with the Investment Advisers Act of 1940, and from a state securities regulator regarding brokerage account cash balances swept to the affiliate bank deposit program.

At December 31, 2024At December 31, 2023

$575 $236 $597 $256

378 189 753 502

MTOB619 578 582 520

Other156 4 378 97

Total$1,728 $1,007 $2,310 $1,375

December 31, 2023

Cash and cash equivalents$37 $164

Trading assets at fair value1,395 1,557

Investment securities278 492

Securities purchased under agreements to resell— 67

Customer and other receivables16 26

Other assets2 4

Total$1,728 $2,310

Other secured financings$921 $1,222

Other liabilities and accrued expenses82 121

Borrowings4 32

Total$1,007 $1,375

Noncontrolling interests$42 $54

Consolidated VIE assets and liabilities are presented in the previous tables after intercompany eliminations. Generally, most assets owned by consolidated VIEs cannot be removed unilaterally by the Firm and are not available to the Firm

December 2024 Form 10-K

while the related liabilities issued by consolidated VIEs are non-recourse to the Firm. However, in certain consolidated VIEs, the Firm either has the unilateral right to remove assets or provides additional recourse through derivatives such as total return swaps, guarantees or other forms of involvement.

At December 31, 2023

VIE assets (UPB)$144,906 $1,526 $3,152 $3,102 $50,052

Debt and equity interests$21,203 $52 $— $2,049 $9,076

Derivative and other contracts— — 2,092 — 4,452

Commitments, guarantees and other3,439 — — — 55

Total$24,642 $52 $2,092 $2,049 $13,583

Debt and equity interests$21,203 $52 $— $1,682 $9,075

Derivative and other contracts— — 2 — 1,330

Total$21,203 $52 $2 $1,682 $10,405

$15,002

Derivative and other contracts$— $— $3 $— $452

The Firm’s maximum exposure to loss in the previous tables does not include the offsetting benefit of hedges or any reductions associated with the amount of collateral held as part of a transaction with the VIE or any party to the VIE directly against a specific exposure to loss.

At December 31, 2024At December 31, 2023

Residential mortgages$17,316 $2,497 $17,346 $3,355

Commercial mortgages82,730 8,445 74,590 8,342

U.S. agency collateralized mortgage obligations39,317 6,260 42,917 6,675

Other consumer or commercial loans40,323 9,772 10,053 2,831

Total$179,686 $26,974 $144,906 $21,203

Although not obligated, the Firm generally makes a market in the securities issued by SPEs in securitization transactions. As a market maker, the Firm offers to buy these securities from, and sell these securities to, investors. Securities purchased through these market-making activities are not considered to be retained interests; these beneficial interests generally are included in Trading assets—Corporate and other debt and are measured at fair value.

The Firm enters into derivatives, generally interest rate swaps and interest rate caps, with a senior payment priority in many securitization transactions. The risks associated with these and similar derivatives with SPEs are essentially the same as similar derivatives with non-SPE counterparties and are

December 2024 Form 10-K128

managed as part of the Firm’s overall exposure. See Note 6 for further information on derivative instruments and hedging activities.

The Firm holds securities issued by VIEs within the Investment securities portfolio. These securities are composed of those related to transactions sponsored by the federal mortgage agencies and predominantly the most senior securities issued by VIEs backed by student loans and commercial mortgage loans. Transactions sponsored by the federal mortgage agencies include an explicit or implicit guarantee provided by the U.S. government. Additionally, the Firm holds certain commercial mortgage-backed securities issued by VIEs retained as a result of the Firm’s securitization activities. See Note 7 for further information on the Investment securities portfolio.

ELN transactions are designed to provide investors with exposure to certain risks related to the specific equity security, equity index or other index. In an ELN transaction, the Firm typically transfers to an SPE either a note issued by the Firm, the payments on which are linked to the performance of a specific equity security, equity index or other index, or debt securities issued by other companies and a derivative contract, the terms of which will relate to the performance of a specific equity security, equity index or other index. These ELN transactions with SPEs were not consolidated at December 31, 2024 or December 31, 2023.

December 2024 Form 10-K

At December 31, 2023

$4,333 $73,818 $12,083 $12,438

Investment grade$149 $653 $460 $—

Non-investment grade83 788 — 69

Total$232 $1,441 $460 $69

Investment grade$20 $22 $42 $—

Non-investment grade— 16 — —

Total$20 $38 $42 $—

Derivative assets $— $— $— $1,073

Derivative liabilities — — — 426

Fair Value at December 31, 2023

Investment grade$576 $— $576

Non-investment grade10 56 66

Total$586 $56 $642

Investment grade$77 $7 $84

Non-investment grade12 4 16

Total$89 $11 $100

Derivative assets$1,073 $— $1,073

Derivative liabilities426 — 426

$ in millions202420232022

$36,326 $21,051 $22,136

Retained interests7,956 4,311 4,862

— 24 62

$ in millionsAtDecember 31,2024 AtDecember 31,2023

$92,229 $60,766

Assets sold$92,580 $62,221

Derivative assets recognized in the balance sheet998 1,546

Derivative liabilities recognized in the balance sheet648 93

December 2024 Form 10-K130

The Firm is an FHC under the Bank Holding Company Act of 1956, as amended, and is subject to the regulation and oversight of the Board of Governors of the Federal Reserve System (“Federal Reserve”). The Federal Reserve establishes capital requirements for the Firm, including “well-capitalized” standards, and evaluates the Firm’s compliance with such capital requirements. The OCC establishes similar capital requirements and standards for the Firm’s U.S. bank subsidiaries, including, among others, MSBNA and MSPBNA (together, “U.S. Bank Subsidiaries”). The regulatory capital requirements are largely based on the Basel III capital standards established by the Basel Committee on Banking Supervision and also implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition, many of the Firm’s regulated subsidiaries are subject to regulatory capital requirements, including regulated subsidiaries registered as swap dealers with the CFTC or conditionally registered as security-based swap dealers with the SEC or registered as broker-dealers or futures commission merchants.

Risk-Based Regulatory Capital. Risk-based capital ratio requirements apply to Common Equity Tier 1 (“CET1”) capital, Tier 1 capital and Total capital (which includes Tier 2 capital), each as a percentage of RWA, and consist of regulatory minimum required ratios plus the Firm’s capital buffer requirement. Capital requirements require certain adjustments to, and deductions from, capital for purposes of determining these ratios.

CECL Deferral. Beginning on January 1, 2020, the Firm elected to defer the effect of the adoption of CECL on its risk-based and leverage-based capital amounts and ratios, as well as RWA, adjusted average assets and supplementary leverage exposure calculations, over a five-year transition period. The deferral impacts began to phase in at 25% per year from January 1, 2022 and were phased-in at 75% from January 1, 2024. The deferral impacts were fully phased-in from January 1, 2025.

AtDecember 31,2024 AtDecember 31,2023 At December 31, 2024 and December 31, 2023

Capital conservation buffer——2.5%

SCB6.0%5.4%N/A

0%0%0%

Capital buffer requirement9.0%8.4%5.5%

The capital buffer requirement represents the amount of CET1 capital the Firm must maintain above the minimum risk-based capital requirements in order to avoid restrictions on the Firm’s ability to make capital distributions, including the payment of dividends and the repurchase of stock, and to pay discretionary bonuses to executive officers. The Firm’s capital buffer requirement computed under the standardized approaches for calculating credit risk and market risk RWA (“Standardized Approach”) is equal to the sum of the SCB, G-SIB capital surcharge and CCyB, and the capital buffer requirement computed under the applicable advanced approaches for calculating credit risk, market risk and operational risk RWA (“Advanced Approach”) is equal to the sum of the 2.5% capital conservation buffer, G-SIB capital surcharge and CCyB.

AtDecember 31,2024 AtDecember 31,2023 At December 31, 2024 and December 31, 2023

4.5 %13.5%12.9%10.0%

Tier 1 capital ratio6.0 %15.0%14.4%11.5%

Total capital ratio8.0 %17.0%16.4%13.5%

1.Required ratios represent the regulatory minimum plus the capital buffer requirement.

December 2024 Form 10-K

The Firm’s risk-based capital ratios are computed under both (i) the Standardized Approach and (ii) the Advanced Approach. The credit risk RWA calculations between the two approaches differ in that the Standardized Approach requires calculation of RWA using prescribed risk weights, whereas the Advanced Approach utilizes models to calculate exposure amounts and risk weights. At December 31, 2024 and December 31, 2023, the differences between the actual and required ratio were lower under the Standardized Approach.

$ in millionsAt December 31, 2024At December 31, 2023

CET1 capital$75,095 $69,448

Tier 1 capital84,790 78,183

Total capital95,567 88,874

Total RWA471,834 456,053

CET1 capital15.9 %15.2 %

Tier 1 capital18.0 %17.1 %

Total capital20.3 %19.5 %

CET1 capital13.5 %12.9 %

Tier 1 capital15.0 %14.4 %

Total capital17.0 %16.4 %

Leveraged-based capital

$ in millionsAt December 31, 2024At December 31, 2023

Leveraged-based capital

$1,223,779 $1,159,626

1,517,687 1,429,552

Leveraged-based capital ratio

Tier 1 leverage6.9 %6.7 %

SLR5.6 %5.5 %

Tier 1 leverage4.0 %4.0 %

SLR5.0 %5.0 %

1.Adjusted average assets represents the denominator of the Tier 1 leverage ratio and is composed of the average daily balance of consolidated on-balance sheet assets for the quarters ending on the respective balance sheet dates, reduced by disallowed goodwill, intangible assets, investments in covered funds, defined benefit pension plan assets, after-tax gain on sale from assets sold into securitizations, investments in our own capital instruments, certain deferred tax assets and other capital deductions.

The OCC’s regulatory capital framework includes Prompt Corrective Action (“PCA”) standards, including “well-capitalized” PCA standards that are based on specified regulatory capital ratio minimums. For the Firm to remain an FHC, its U.S. Bank Subsidiaries must remain well-capitalized in accordance with the OCC’s PCA standards. In addition, failure by the U.S. Bank Subsidiaries to meet minimum capital requirements may result in certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on the U.S. Bank Subsidiaries’ and the Firm’s financial statements.

At December 31, 2024 and December 31, 2023, MSBNA and MSPBNA risk-based capital ratios are based on the Standardized Approach rules. Beginning on January 1, 2020, MSBNA and MSPBNA elected to defer the effect of the adoption of CECL on risk-based capital amounts and ratios, as well as RWA, adjusted average assets and supplementary leverage exposure calculations, over a five-year transition period. The deferral impacts began to phase in at 25% per year from January 1, 2022 and were phased-in at 75% from January 1, 2024. The deferral impacts were fully phased-in from January 1, 2025.

At December 31, 2024At December 31, 2023

6.5 %7.0 %$22,165 20.1 %$21,925 21.7 %

Tier 1 capital8.0 %8.5 %22,165 20.1 %21,925 21.7 %

Total capital10.0 %10.5 %22,993 20.9 %22,833 22.6 %

Tier 1 leverage5.0 %4.0 %$22,165 9.7 %$21,925 10.6 %

SLR6.0 %3.0 %22,165 7.4 %21,925 8.2 %

December 2024 Form 10-K132

At December 31, 2024At December 31, 2023

CET1 capital6.5 %7.0 %$16,672 26.1 %$15,388 25.8 %

Tier 1 capital8.0 %8.5 %16,672 26.1 %15,388 25.8 %

Total capital10.0 %10.5 %17,004 26.6 %15,675 26.3 %

Tier 1 leverage5.0 %4.0 %$16,672 7.7 %$15,388 7.5 %

SLR6.0 %3.0 %16,672 7.5 %15,388 7.2 %

December 31, 2023

Net capital$18,483 $18,121

Excess net capital13,883 13,676

As an Alternative Net Capital broker-dealer, and in accordance with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c3-1, Appendix E, MS&Co. is subject to minimum net capital and tentative net capital requirements and operates with capital in excess of its regulatory capital requirements. As a futures commission merchant and registered swap dealer, MS&Co. is subject to CFTC capital requirements. In addition, MS&Co. must notify the SEC if its tentative net capital falls below certain levels. At December 31, 2024 and December 31, 2023, MS&Co. exceeded its net capital requirement and had tentative net capital in excess of the minimum and notification requirements.

Certain other subsidiaries are also subject to various regulatory capital requirements. Such subsidiaries include the following, each of which operated with capital in excess of their respective regulatory capital requirements as of December 31, 2024 and December 31, 2023, as applicable:

•Morgan Stanley Europe Holdings SE Group (“MSEHSE Group”), including MSESE, a Germany-based broker-dealer, is subject to the capital requirements of the European Central Bank, BaFin and the German Central Bank. MSESE is also conditionally registered with the SEC as a security-based swap dealer and registered with the CFTC as a swap dealer. It currently complies with home-country capital requirements in lieu of SEC and CFTC capital requirements pursuant to applicable substituted compliance rules.

•MSCS, a U.S. entity and the Firm’s primary non-bank security-based swap dealer, is conditionally registered with the SEC as a security-based swap dealer, registered with the SEC as an OTC derivatives dealer and registered with the CFTC as a swap dealer. MSCS is subject to the capital requirements of both regulators.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Restricted net assets$49,914 $49,008

December 2024 Form 10-K

$ in millions, except per share dataAtDecember 31,2024 LiquidationPreferenceper ShareAtDecember 31,2024 AtDecember 31,2023

40,000 25,000 1,000 —

Total$9,750 $8,750

Description of Preferred Stock as of December 31, 2024

Date4

A44,000 1,000 $25,000 Currently redeemable

1,160,791 N/A1,100 Currently redeemable

E34,500 1,000 25,000 Currently redeemable

F34,000 1,000 25,000 Currently redeemable

I40,000 1,000 25,000 Currently redeemable

P6

Q7

4.Series A and C are currently redeemable at the Firm’s option, in whole or in part, from time to time. Series E, F and I are currently redeemable, and all other Series are redeemable, at the Firm’s option (i) in whole or in part, from time to time, on any dividend payment date on or after the redemption date or (ii) in whole but not in part at any time within 90 days following a regulatory capital treatment event (as described in the terms of that series).

6.The Firm issued Series P Preferred Stock on August 2, 2022.

7.The Firm issued Series Q Preferred Stock on July 30, 2024.

in millions20242023

Shares outstanding at beginning of period1,627 1,675

(43)(71)

23 23

Shares outstanding at end of period1,607 1,627

$ in millions20242023

$3,250 $5,300

On June 28, 2024, the Firm announced that its Board of Directors reauthorized a multi-year repurchase program of up to $20 billion of outstanding common stock (the “Share Repurchase Authorization”), without a set expiration date, beginning in the third quarter of 2024, which will be exercised from time to time as conditions warrant.

December 2024 Form 10-K134

in millions202420232022

Weighted average common shares outstanding, basic1,591 1,628 1,691

Effect of dilutive RSUs and PSUs20 18 22

Weighted average common shares outstanding and common stock equivalents, diluted1,611 1,646 1,713

Weighted average antidilutive common stock equivalents (excluded from the computation of diluted EPS)— 2 3

$ in millions, except per share data202420232022

A$1,548 $68 $1,522 $67 $1,061 $47

E1,806 62 1,791 62 1,781 60

F1,747 60 1,719 58 1,719 59

I1,603 64 1,594 64 1,594 64

8,841 27 9,160 27 5,300 16

P1,625 65 1,625 65 739 29

759 30 — — — —

Total Preferred stock$590 $557 $489

Common stock$3.55 $5,745 $3.25 $5,393 $2.95 $5,108

Accumulated Other Comprehensive Income (Loss)1

$ in millionsCTAAFS SecuritiesPensionand OtherDVACash Flow HedgesTotal

December 31, 2021$(1,002)$245 $(551)$(1,794)$— $(3,102)

OCI during the period(202)(4,437)43 1,449 (4)(3,151)

December 31, 2022(1,204)(4,192)(508)(345)(4)(6,253)

OCI during the period51 1,098 (87)(1,250)20 (168)

December 31, 2023(1,153)(3,094)(595)(1,595)16 (6,421)

OCI during the period(324)521 12 (551)(51)(393)

December 31, 2024$(1,477)$(2,573)$(583)$(2,146)$(35)$(6,814)

CTA—Cumulative foreign currency translation adjustments

1.Amounts are net of tax and noncontrolling interests.

Components of Period Changes in OCI

$ in millionsPre-taxGain(Loss)Income Tax Benefit (Provision)After-taxGain(Loss)Non-controllingInterestsNet

CTA

OCI activity$(117)$(305)$(422)$(98)$(324)

Reclassified to earnings— — — — —

Net OCI$(117)$(305)$(422)$(98)$(324)

Change in net unrealized gains (losses) on AFS securities

OCI activity$736 $(175)$561 $— $561

Reclassified to earnings(52)12 (40)— (40)

Net OCI$684 $(163)$521 $— $521

Pension and other

OCI activity$(8)$5 $(3)$— $(3)

Reclassified to earnings20 (5)15 — 15

Net OCI$12 $— $12 $— $12

Change in net DVA

OCI activity$(729)$174 $(555)$17 $(572)

Reclassified to earnings27 (6)21 — 21

Net OCI$(702)$168 $(534)$17 $(551)

Change in fair value of cash flow hedge derivatives

OCI activity$(99)$24 $(75)$— $(75)

Reclassified to earnings32 (8)24 — $24

Net OCI$(67)$16 $(51)$— $(51)

$ in millionsPre-taxGain(Loss)Income Tax Benefit (Provision)After-taxGain(Loss)Non-controllingInterestsNet

CTA

OCI activity$(73)$53 $(20)$(71)$51

Reclassified to earnings— — — — —

Net OCI$(73)$53 $(20)$(71)$51

Change in net unrealized gains (losses) on AFS securities

OCI activity$1,488 $(353)$1,135 $— $1,135

Reclassified to earnings(49)12 (37)— (37)

Net OCI$1,439 $(341)$1,098 $— $1,098

Pension and other

OCI activity$(96)$24 $(72)$— $(72)

Reclassified to earnings(18)3 (15)— (15)

Net OCI$(114)$27 $(87)$— $(87)

Change in net DVA

OCI activity$(1,728)$424 $(1,304)$(40)$(1,264)

Reclassified to earnings19 (5)14 — 14

Net OCI$(1,709)$419 $(1,290)$(40)$(1,250)

Change in fair value of cash flow hedge derivatives

OCI activity

$9 $(1)$8 $— $8

Reclassified to earnings16 (4)12 — 12

Net OCI$25 $(5)$20 $— $20

December 2024 Form 10-K

$ in millionsPre-taxGain(Loss)Income Tax Benefit (Provision)After-taxGain(Loss)Non-controllingInterestsNet

CTA

OCI activity$(179)$(217)$(396)$(135)$(261)

Reclassified to earnings— 59 59 — 59

Net OCI$(179)$(158)$(337)$(135)$(202)

Change in net unrealized gains (losses) on AFS securities

OCI activity$(5,720)$1,337 $(4,383)$— $(4,383)

Reclassified to earnings(70)16 (54)— (54)

Net OCI$(5,790)$1,353 $(4,437)$— $(4,437)

Pension and other

OCI activity$38 $(13)$25 $— $25

Reclassified to earnings22 (4)18 — 18

Net OCI$60 $(17)$43 $— $43

Change in net DVA

OCI activity$1,982 $(480)$1,502 $53 $1,449

Reclassified to earnings— — — — —

Net OCI$1,982 $(480)$1,502 $53 $1,449

Change in fair value of cash flow hedge derivatives

OCI activity

$(4)$— $(4)$— $(4)

Reclassified to earnings

— — — — —

Net OCI$(4)$— $(4)$— $(4)

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Associated with net investments in subsidiaries with a non-U.S. dollar functional currency$(4,326)$(2,917)

Hedges, net of tax2,849 1,764

Total$(1,477)$(1,153)

Carrying value of net investments in non-U.S. dollar functional currency subsidiaries subject to hedges$18,303 $18,761

Cumulative foreign currency translation adjustments include gains or losses resulting from translating foreign currency financial statements from their respective functional currencies to U.S. dollars, net of hedge gains or losses and related tax effects. The Firm uses foreign currency contracts to manage the currency exposure relating to its net investments in non-U.S. dollar functional currency subsidiaries and determines the amount of exposure to hedge on a pre-tax basis. The Firm may also elect not to hedge its net investments in certain foreign operations due to market conditions or other reasons, including the availability of various currency contracts at acceptable costs. Information relating to the effects on cumulative foreign currency translation adjustments that resulted from the translation of foreign currency financial statements and from gains and losses from hedges of the Firm’s net investments in non-U.S. dollar functional currency subsidiaries is summarized in the previous table.

$ in millions202420232022

$3,068 $3,408 $914

Investment securities5,161 3,992 3,066

Loans13,771 12,424 6,988

12,416 7,762 2,188

5,391 5,191 1,020

Trading assets, net of Trading liabilities5,924 4,488 2,484

Customer receivables and Other1,4

8,404 8,584 4,935

Total interest income$54,135 $45,849 $21,595

Deposits$10,368 $8,216 $1,825

Borrowings13,242 11,437 5,054

Securities sold under agreements to repurchase5

10,787 6,737 1,760

Securities loaned6

1,036 784 503

Customer payables and Other4,7

10,091 10,445 3,126

Total interest expense$45,524 $37,619 $12,268

Net interest$8,611 $8,230 $9,327

4.Certain prior-period amounts have been adjusted to conform with the current-period presentation. This adjustment resulted in a decrease to both interest income and interest expense of $4,432 million for the year ended December 31, 2023, and no effect on net interest income, with the entire impact to the Firm recorded within the Institutional Securities segment. See Note 2 for additional information.

5.Includes interest received on Securities sold under agreements to repurchase.

6.Includes fees received on Securities loaned.

7.Includes fees received from Equity Financing customers related to their short transactions, which can be under either margin or securities lending arrangements.

Interest income and Interest expense are classified in the income statement based on the nature of the instrument and related market conventions. When included as a component of the instrument’s fair value, interest is included within Trading revenues or Investments revenues. Otherwise, it is included within Interest income or Interest expense.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Customer and other receivables$3,322 $4,206

Customer and other payables3,938 4,360

Certain current and former employees of the Firm participate in the Firm’s stock-based compensation plans. These plans include RSUs, PSUs and an ESPP.

December 2024 Form 10-K136

$ in millions202420232022

RSUs$1,464 $1,607 $1,827

PSUs148 91 40

ESPP10 11 8

Total$1,622 $1,709 $1,875

$202 $178 $176

$ in millions202420232022

$343 $382 $427

20241

2025$510

2026230

Thereafter38

Total$778

1.Amounts do not include forfeitures or 2024 performance year compensation awarded in January 2025 which will begin to be amortized in 2025.

in millionsAtDecember 31,2024

Shares109

shares in millionsNumber ofSharesWeightedAverageAward DateFair Value

RSUs at beginning of period59 $86.92

Awarded20 85.46

Conversions to common stock(23)77.11

Forfeited(2)90.84

RSUs at end of period1

54 $90.53

RSUs awarded in 202393.55

RSUs awarded in 202296.61

1.At December 31, 2024, the weighted average remaining term until delivery for the outstanding RSUs was approximately 1.2 years.

Unvested RSU Activity

shares in millionsNumber ofSharesWeightedAverageAward DateFair Value

Unvested RSUs at beginning of period28 $89.16

Awarded20 85.46

Vested(19)85.96

Forfeited(2)90.51

Unvested RSUs at end of period1

27 $88.64

1.Unvested RSUs represent awards where recipients have yet to satisfy either the explicit vesting terms or retirement-eligible requirements.

$ in millions202420232022

$2,065 $2,019 $2,301

Vested1,723 2,260 2,433

PSUs vest and convert to shares of common stock only if the Firm satisfies, over a three-year performance period, performance goals that are determined on the award date. The number of PSUs that may vest ranges from 0% to 150% of the target award, based on the Firm’s level of achievement of the specified performance goals. One-half of a PSU award is earned based on the Firm’s average return on tangible common equity (“MS Average ROTCE”) over the performance period. The other half of a PSU award is earned based on the Firm’s total shareholder return, relative to the total shareholder return of the S&P 500 Financials Sector Index (“MS Relative TSR”) for awards granted prior to 2023, or for PSU awards granted from 2023 onwards based on the MS Average ROTCE relative to the Return on Tangible Common Equity of each member of the defined comparison group (“MS Relative ROTCE”). PSUs have vesting, conversion and cancellation provisions that are generally similar to those of RSUs. Dividend equivalents that accrue on these awards are paid in cash when the awards convert. At December 31, 2024, approximately 2.8 million PSUs at target were outstanding.

December 2024 Form 10-K

PSU Awards - Fair Value on Award Date

202420232022

MS Average ROTCE/ Relative ROTCE1

$83.86 $85.76 $100.12

MS Relative TSR

— — 102.17

1. Weighted average price on award date

The MS Relative TSR fair values on the award date were estimated using a Monte Carlo simulation and the following assumptions.

Monte Carlo Simulation Assumptions

Risk-FreeInterest RateExpectedStock PriceVolatilityCorrelationCoefficient

Award year

20221.3 %38.9 %0.91

The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined using historical volatility. The correlation coefficient was developed based on historical price data of the Firm and the S&P 500 Financials Sector Index. The model uses an expected dividend yield equivalent to reinvesting dividends.

$ in millions202420232022

Deferred cash-based awards$770 $693 $761

Return on referenced investments672 668 (716)

Total$1,442 $1,361 $45

$287 $259 $264

$ in millions202420232022

Expense$114 $44 $225

$ in millions202420232022

Service cost, benefits earned during the period$20 $20 $19

Interest cost on projected benefit obligation137 140 111

Expected return on plan assets(99)(99)(56)

21 (9)25

— 2 —

Net periodic benefit expense$80 $55 $100

Certain current and former U.S. employees of the Firm and its U.S. affiliates who were hired before July 1, 2007 are covered by the U.S. pension plan, a non-contributory defined benefit pension plan that is qualified under Section 401(a) of the Internal Revenue Code (“U.S. Qualified Plan”). The U.S. Qualified Plan has ceased future benefit accruals.

The Morgan Stanley Supplemental Executive Retirement and Excess Plan (“SEREP”), is a non-contributory defined benefit plan that is not qualified under Section 401(a) of the Internal Revenue Code, has ceased future benefit accruals.

$ in millions202420232022

Beginning balance$(821)$(716)$(768)

Net gain (loss)(12)(100)26

21 (9)25

(1)3 —

Changes recognized in OCI9 (105)52

Ending balance$(812)$(821)$(716)

The Firm generally amortizes into net periodic benefit expense (income) the unrecognized net gains and losses exceeding 10% of the greater of the projected benefit obligation or the market-related value of plan assets. The U.S. pension plans amortize the unrecognized net gains and losses over the average life expectancy of participants. The remaining plans generally amortize the unrecognized net gains and losses and prior service credit over the average remaining service period of active participants.

December 2024 Form 10-K138

202420232022

Discount rate4.75 %4.93 %2.80 %

4.18 %3.54 %1.71 %

$ in millions20242023

Rollforward of projected benefit obligation

Benefit obligation at beginning of year$2,975 $2,907

Service cost20 20

Interest cost137 140

(201)79

Plan amendments1 —

Plan settlements(1)(13)

Benefits paid(149)(164)

(18)6

Projected benefit obligation at end of year$2,764 $2,975

Rollforward of fair value of plan assets

Fair value of plan assets at beginning of year$2,422 $2,416

Actual return on plan assets(114)78

Employer contributions38 89

Benefits paid(149)(164)

Plan settlements(1)(13)

(10)16

Fair value of plan assets at end of year$2,186 $2,422

Funded (unfunded) status$(578)$(553)

Assets$71 $84

Liabilities(649)(637)

Net amount recognized$(578)$(553)

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Pension plans$2,740 $2,956

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Projected benefit obligation$2,616 $2,821

Accumulated benefit obligation2,594 2,803

Fair value of plan assets1,967 2,184

AtDecember 31,2024 AtDecember 31,2023

Discount rate5.39 %4.75 %

The discount rates used to determine the benefit obligation were selected by the Firm, in consultation with its independent actuary. The U.S. pension plans use a pension discount yield curve based on the characteristics of the plans, each determined independently. The pension discount yield curve represents spot discount yields based on duration implicit in a representative broad-based Aa-rated corporate bond universe of high-quality fixed income investments. For all non-U.S. pension plans, the assumed discount rates are based on the nature of liabilities, local economic environments and available bond indices.

December 2024 Form 10-K

At December 31, 2023

Cash and cash equivalents$6 $— $— $6

U.S. government and agency securities1,800 230 — 2,030

Derivative contracts— 3 — 3

Other investments— — 71 71

1 15 — 16

Total$1,807 $248 $71 $2,126

Money market64

Fixed income62

Liquidity171

Targeted cash flow14

Total$311

(1)(14)— (15)

Total liabilities$(1)$(14)$— $(15)

Fair value of plan assets$2,422

$ in millions20242023

Balance at beginning of period$71 $64

Purchases, sales and settlements, net(3)5

Balance at end of period$70 $71

There were no transfers between levels during 2024 and 2023.

The U.S. Qualified Plan assets represent 86% and 87% of the Firm’s total pension plan assets at December 31, 2024 and December 31, 2023, respectively. The U.S. Qualified Plan uses a combination of active and risk-controlled fixed income investment strategies. The fixed income asset allocation consists primarily of fixed income securities and related derivative instruments designed to approximate the expected cash flows of the plan’s liabilities to help reduce plan exposure to interest rate variation and to better align assets with the obligation. The longer-duration fixed income allocation is expected to help protect the plan’s funded status and maintain the stability of plan contributions over the long run. The investment portfolio performance is assessed by comparing actual investment performance with changes in the estimated present value of the U.S. Qualified Plan’s benefit obligation.

As a fundamental operating principle, any restrictions on the underlying assets apply to the respective derivative product. This includes percentage allocations and credit quality. Derivatives are used solely for the purpose of enhancing

investment returns in the underlying assets and not to circumvent portfolio restrictions.

Commingled trust funds are privately offered funds regulated, supervised and subject to periodic examination by a U.S. federal or state agency and available to institutional clients. The trust must be maintained for the collective investment or reinvestment of assets contributed to it from U.S. tax-qualified employee benefit plans maintained by more than one employer or controlled group of corporations. The sponsor of the commingled trust funds values the funds based on the fair value of the underlying securities. Commingled trust funds are redeemable at NAV at the measurement date or in the near future.

The Firm’s policy is to fund at least the amount sufficient to meet minimum funding requirements under applicable employee benefit and tax laws. At December 31, 2024, the Firm expected to contribute approximately $40 million to its pension plans in 2025 based upon the plans’ current funded status and expected asset return assumptions for 2025.

2025$161

2026167

2028179

2029183

2030-2034968

December 2024 Form 10-K140

$ in millions202420232022

Expense$400 $397 $355

Eligible employees receive discretionary 401(k) matching cash contributions as determined annually by the Firm. The Firm generally matched eligible employee contributions up to the IRS limit at 4%, or 5% up to a certain compensation level, in 2024 and 2023. Eligible employees with eligible pay less than or equal to $100,001 also received a fixed contribution equal to 2% of eligible pay. Contributions are invested among available funds according to each participant’s investment direction and are included in the Firm’s 401(k) expense.

$ in millions202420232022

Expense$181 $173 $163

The Firm maintains separate defined contribution pension plans that cover eligible employees of certain non-U.S. subsidiaries. Under such plans, contributions are generally determined based on a fixed rate of base salary with certain vesting requirements.

$ in millions202420232022

Federal$2,011 $1,190 $2,518

State and local660 542 442

Non-U.S.:

U.K.487 267 405

India1

243 127 17

Japan115 139 105

Brazil2

57 437 24

342 344 248

Total$3,915 $3,046 $3,759

Federal$8 $(295)$(803)

State and local(6)(59)(142)

Non-U.S.:

U.K.42 12 55

India1

55 (12)—

Japan9 (13)20

Brazil2

6 (43)25

38 (53)(4)

Total$152 $(463)$(849)

Provision for income taxes$4,067 $2,583 $2,910

1.In 2024, India was presented separately for the first time. The prior period amounts for Other have been disaggregated to exclude India to align with the current presentation.

2.In 2023, Brazil was presented separately for the first time. The prior period amounts for Other have been disaggregated to exclude Brazil to align with the current presentation.

3.Other Non-U.S. tax provisions for 2024, 2023 and 2022 primarily include Germany, Hong Kong and Singapore.

Reconciliation of the U.S. Federal Statutory Income Tax Rate to the Effective Income Tax Rate

202420232022

U.S. federal statutory income tax rate21.0 %21.0 %21.0 %

U.S. state and local income taxes, net of

U.S. federal income tax benefits

3.0 3.4 1.8

Domestic tax credits and tax exempt income(0.6)(1.3)(0.9)

Non-U.S. earnings1.8 1.9 0.6

Employee share-based awards(0.6)(1.5)(1.7)

Non-taxable income1

(1.9)(2.3)(0.8)

Other0.4 0.7 0.7

Effective income tax rate23.1 %21.9 %20.7 %

1.In 2023, Non-taxable income was presented separately for the first time. The prior period amounts for Non-U.S. earnings and Other have been disaggregated to exclude Non-taxable income to align with the current presentation.

December 2024 Form 10-K

Net operating loss and tax credit carryforwards$236 $255

Employee compensation and benefit plans2,565 2,636

Allowance for credit losses and other reserves796 755

Valuation of net trading inventory, investments and receivables1,808 1,897

Other223 78

Total deferred tax assets5,628 5,621

Less: Deferred tax assets valuation allowance214 211

Deferred tax assets after valuation allowance$5,414 $5,410

Fixed assets801 772

Intangibles and goodwill1,931 2,003

Total deferred tax liabilities$2,732 $2,775

Net deferred tax assets$2,682 $2,635

The Firm believes the recognized net deferred tax assets (after valuation allowance) at December 31, 2024 are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which it operates.

The earnings of certain foreign subsidiaries and affiliates are indefinitely reinvested due to regulatory and other capital requirements in foreign jurisdictions. As of December 31, 2024 and December 31, 2023, the unrecognized deferred tax liability attributable to indefinitely reinvested earnings is $405 million and $302 million, respectively.

$ in millions202420232022

Balance at beginning of period$1,244 $1,129 $971

Increases based on tax positions related to the current period202 147 256

Increases based on tax positions related to prior periods132 141 64

Decreases based on tax positions related to prior periods(52)(73)(134)

Decreases related to settlements with taxing authorities(174)(79)(6)

Decreases related to lapse of statute of limitations(47)(21)(22)

Balance at end of period$1,305 $1,244 $1,129

$1,159 $1,090 $1,007

It is reasonably possible that significant changes in the balance of unrecognized tax benefits may occur within the next 12 months. At this time, however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on the Firm’s effective tax rate over the next 12 months.

$ in millions202420232022

Recognized in income statement$92 $65 $39

Accrued at end of period255 237 175

Earliest Tax Year Subject to Examination in Major Tax Jurisdictions

Japan2020

The Firm is routinely under examination by the IRS and other tax authorities in certain countries, such as Japan and the U.K., and in states and localities in which it has significant business operations, such as New York.

The Firm structures its segments primarily based upon the nature of the financial products and services provided to customers and its management organization, which is consistent with the approach used by the Firm’s chief operating decision maker (“CODM”) to assess the Firm’s financial performance. The Firm provides a wide range of financial products and services to its customers in each of its business segments: Institutional Securities, Wealth Management and Investment Management. For a further discussion of the business segments, see Note 1.

December 2024 Form 10-K142

Interest income39,332 16,247 112 (1,556)54,135

Interest expense37,953 8,934 234 (1,597)45,524

Interest income5

Interest expense5

Investment banking$5,235 $438 $— $(74)$5,599

Trading14,318 (432)(11)53 13,928

Investments(156)51 120 — 15

2,756 2,467 — (285)4,938

580 13,872 5,332 (206)19,578

Other(295)592 (2)(12)283

Total non-interest revenues22,438 16,988 5,439 (524)44,341

Interest income13,276 9,579 56 (1,316)21,595

Interest expense11,321 2,150 120 (1,323)12,268

Net interest1,955 7,429 (64)7 9,327

Net revenues$24,393 $24,417 $5,375 $(517)$53,668

Provision for credit losses$211 $69 $— $— $280

8,246 12,534 2,273 — 23,053

9,221 5,231 2,295 (501)16,246

Total non-interest expenses$17,467 $17,765 $4,568 $(501)$39,299

Income before provision for income taxes$6,715 $6,583 $807 $(16)$14,089

Provision for income taxes1,308 1,444 162 (4)2,910

Net income5,407 5,139 645 (12)11,179

Net income applicable to noncontrolling interests165 — (15)— 150

Net income applicable to Morgan Stanley$5,242 $5,139 $660 $(12)$11,029

28 %27 %15 %N/M26 %

5.Certain prior-period amounts have been adjusted to conform with the current-period presentation. This adjustment resulted in a decrease to both interest income and interest expense of $4,432 million for the year ended December 31, 2023, and no effect on net interest income, with the entire impact to the Firm recorded within the Institutional Securities segment. See Note 2 for additional information.

December 2024 Form 10-K

$ in millions202420232022

Institutional Securities—Advisory$2,378 $2,244 $2,946

Institutional Securities—Underwriting3,792 2,334 2,289

Firm Investment banking revenues from contracts with customers90 %91 %90 %

$ in millions202420232022

Interest rate$5,901 $4,646 $2,808

Foreign exchange1,170 1,054 1,585

9,005 8,929 7,515

Commodity and other2,003 1,624 1,466

Credit(1,316)(990)554

Total$16,763 $15,263 $13,928

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Net cumulative unrealized performance-based fees at risk of reversing$796 $787

$ in millions202420232022

Fee waivers$99 $93 $211

$ in millions202420232022

Transaction taxes$926 $866 $910

$ in millions202420232022

Americas$46,929 $41,651 $40,117

EMEA7,197 6,058 6,811

Asia7,635 6,434 6,740

Total$61,761 $54,143 $53,668

$ in millions202420232022

U.S.$12,526 $8,334 $9,363

5,070 3,479 4,726

Total$17,596 $11,813 $14,089

$ in millions202420232022

Non-interest revenues$1,870 $1,778 $2,538

The previous table includes revenues from contracts with customers recognized where some or all services were

December 2024 Form 10-K144

performed in prior periods. These revenues primarily include investment banking advisory fees.

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Customer and other receivables$2,628 $2,339

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Institutional Securities$796,608 $810,506

Wealth Management400,848 365,168

Investment Management17,615 18,019

$1,215,071 $1,193,693

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Americas893,170 $832,714

EMEA179,187 218,923

Asia142,714 142,056

Total$1,215,071 $1,193,693

$ in millions202420232022

Dividends from bank subsidiaries$5,571 $5,770 $2,875

5,229 6,812 8,661

Total dividends from subsidiaries10,800 12,582 11,536

Trading(827)(775)(1,143)

Other36 (31)170

Total non-interest revenues10,009 11,776 10,563

Interest income15,739 13,596 5,805

Interest expense15,377 13,618 6,162

Net interest362 (22)(357)

Net revenues10,371 11,754 10,206

Non-interest expenses358 287 252

Income before income taxes10,013 11,467 9,954

Provision for (benefit from) income taxes(499)(520)(456)

Net income before undistributed gain of subsidiaries10,512 11,987 10,410

2,878 (2,900)619

Net income13,390 9,087 11,029

Foreign currency translation adjustments(324)51 (202)

Change in net unrealized gains (losses) on available-for-sale securities521 1,098 (4,437)

Pensions and other12 (87)43

Change in net debt valuation adjustment(551)(1,250)1,449

Net change in cash flow hedges(51)20 (4)

Comprehensive income$12,997 $8,919 $7,878

Net income$13,390 $9,087 $11,029

Preferred stock dividends and other590 557 489

$12,800 $8,530 $10,540

December 2024 Form 10-K

$ in millions, except share dataAtDecember 31,2024 AtDecember 31,2023

Cash and cash equivalents$19,343 $16,881

Trading assets at fair value3,944 4,160

Available-for-sale at fair value (amortized cost of $22,557 and $22,164; $11,816 and $10,179 were pledged to various parties)

22,100 21,515

Held-to-maturity (fair value of $12,050 and $14,093; $1,715 and $10,010 were pledged to various parties)

13,160 15,284

Securities purchased under agreement to resell to affiliates26,730 24,693

Bank and BHC37,370 38,550

Non-bank154,100 139,250

Bank and BHC60,904 58,949

Non-bank51,100 50,291

Other assets1,886 2,595

Total assets$390,637 $372,168

Trading liabilities at fair value$100 $44

Securities sold under agreements to repurchase from affiliates13,764 20,293

Payables to and advances from subsidiaries87,124 73,370

Other liabilities and accrued expenses3,011 2,539

Borrowings (includes $12,814 and $13,404 at fair value)

182,127 176,884

Total liabilities286,126 273,130

Preferred stock9,750 8,750

Shares authorized: 3,500,000,000; Shares issued: 2,038,893,979; Shares outstanding: 1,606,653,706 and 1,626,828,437

Additional paid-in capital30,179 29,832

Retained earnings104,989 97,996

Employee stock trusts5,103 5,314

Accumulated other comprehensive income (loss)(6,814)(6,421)

Common stock held in treasury at cost, $0.01 par value (432,240,273 and 412,065,542 shares)

(33,613)(31,139)

(5,103)(5,314)

Total shareholders’ equity104,511 99,038

Total liabilities and equity$390,637 $372,168

$ in millions202420232022

$10,688 $24,914 $(13,064)

Purchases(7,806)(9,362)(1,855)

Proceeds from sales— 300 676

Proceeds from paydowns and maturities7,444 5,479 3,814

Purchases(1,729)— (4,228)

Proceeds from paydowns and maturities4,402 4,003 3,434

Securities purchased under agreements to resell with affiliates(2,037)(1,706)(1,871)

Securities sold under agreements to repurchase with affiliates(6,529)(8,389)11,755

Advances to and investments in subsidiaries(15,191)(10,097)(10,574)

Net cash provided by (used for) investing activities(21,446)(19,772)1,151

Issuance of preferred stock, net of issuance costs995 — 994

Issuance of Borrowings33,385 23,783 34,431

Borrowings(24,500)(22,554)(14,441)

Repurchases of common stock and employee tax withholdings(4,161)(6,178)(10,871)

Cash dividends(6,138)(5,763)(5,401)

Net change in advances from subsidiaries13,839 (3,029)16,707

Net cash provided by (used for) financing activities13,420 (13,741)21,419

Effect of exchange rate changes on cash and cash equivalents(200)147 485

Net increase (decrease) in cash and cash equivalents2,462 (8,452)9,991

Cash and cash equivalents, at beginning of period16,881 25,333 15,342

Cash and cash equivalents, at end of period$19,343 $16,881 $25,333

Cash and due from banks$66 $107 $75

Deposits with bank subsidiaries19,277 16,774 25,258

Cash and cash equivalents, at end of period$19,343 $16,881 $25,333

Restricted cash$1,086 $1,086 $836

Interest$15,971 $14,437 $5,955

798 599 3,132

1.Represents total payments, net of refunds, made to various tax authorities and includes taxes paid on behalf of certain subsidiaries that are subsequently settled between the Parent Company and these subsidiaries. The settlements received from subsidiaries were $1.6 billion, $1.6 billion and $2.6 billion for 2024, 2023 and 2022, respectively.

December 2024 Form 10-K146

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Senior$168,413 $164,514

Subordinated13,713 12,370

Total$182,126 $176,884

$ in millionsAtDecember 31,2024 AtDecember 31,2023

Aggregate balance$70,662 $60,942

$ in millionsAtDecember 31,2024 AtDecember 31,2023

$628 $632

As indicated in the Firm’s 2023 resolution plan submitted to the Federal Reserve and the FDIC, the Parent Company has entered into an amended and restated support agreement with its material entities (including its wholly owned, direct subsidiary Morgan Stanley Holdings LLC (the “Funding IHC”)) and certain other subsidiaries. Under the amended and restated secured support agreement, in the event of a resolution scenario, the Parent Company would be obligated to contribute all of its contributable assets to its supported entities and/or the Funding IHC. The Funding IHC would be obligated to provide capital and liquidity, as applicable, to its supported entities. The obligations of the Parent Company and the Funding IHC under the amended and restated support agreement are in most cases secured on a senior basis by the assets of the Parent Company (other than shares in subsidiaries of the Parent Company and certain other assets) and the assets of the Funding IHC.

December 2024 Form 10-K

20242023

U.S.$47,751 $2,004 4.2 %$56,920 $2,386 4.2 %

Non-U.S.43,406 1,064 2.5 %48,373 1,022 2.1 %

156,920 5,161 3.3 %153,307 3,992 2.6 %

226,454 13,771 6.1 %215,628 12,424 5.8 %

U.S.65,222 7,332 11.2 %47,604 4,714 9.9 %

Non-U.S.47,735 5,084 10.7 %61,766 3,048 4.9 %

U.S.110,024 4,985 4.5 %115,279 4,794 4.2 %

Non-U.S.18,224 406 2.2 %18,514 397 2.1 %

106,063 5,016 4.7 %93,409 3,792 4.1 %

14,385 908 6.3 %12,788 696 5.4 %

Customer receivables and Other1,10:

52,510 6,223 11.9 %45,815 6,314 13.8 %

15,889 2,181 13.7 %14,485 2,270 15.7 %

Total$904,583 $54,135 6.0 %$883,888 $45,849 5.2 %

$350,487 $10,368 3.0 %$342,583 $8,216 2.4 %

265,473 13,242 5.0 %238,164 11,437 4.8 %

U.S.18,442 5,336 28.9 %22,718 3,591 15.8 %

Non-U.S.52,135 5,451 10.5 %46,392 3,146 6.8 %

U.S.9,499 108 1.1 %4,244 67 1.6 %

Non-U.S.6,853 928 13.5 %9,470 717 7.6 %

Customer payables and Other9,10:

U.S.128,853 6,478 5.0 %133,069 6,954 5.2 %

Non-U.S.61,237 3,613 5.9 %63,916 3,491 5.5 %

Total$892,979 $45,524 5.1 %$860,556 $37,619 4.4 %

Net interest income and net interest rate spread$8,611 0.9 %$8,230 0.8 %

Customer receivables and Other1,10:

Customer payables and Other9,10:

December 2024 Form 10-K148

U.S.$57,889 $692 1.2 %

Non-U.S.58,052 222 0.4 %

167,494 3,066 1.8 %

205,069 6,988 3.4 %

U.S.57,565 1,643 2.9 %

Non-U.S.62,585 545 0.9 %

U.S.123,288 1,039 0.8 %

Non-U.S.19,345 (19)(0.1)%

U.S.74,932 2,068 2.8 %

Non-U.S.14,748 416 2.8 %

U.S.56,040 3,798 6.8 %

Non-U.S.15,891 1,137 7.2 %

Total$912,898 $21,595 2.4 %

$340,741 $1,825 0.5 %

229,255 5,054 2.2 %

U.S.21,481 1,086 5.1 %

Non-U.S.39,631 674 1.7 %

Securities loaned7,9:

U.S.6,277 37 0.6 %

Non-U.S.7,669 466 6.1 %

Customer payables and Other9:

U.S.143,448 1,991 1.4 %

Non-U.S.73,291 1,135 1.5 %

Total$861,793 $12,268 1.4 %

Net interest income and net interest rate spread$9,327 1.0 %

2023 versus 2022

U.S.$(12)$1,706 $1,694

Non-U.S.(37)837 800

(260)1,186 926

360 5,076 5,436

U.S.(284)3,355 3,071

Non-U.S.(7)2,510 2,503

U.S.(67)3,822 3,755

Non-U.S.1 415 416

U.S.510 1,214 1,724

Non-U.S.(55)335 280

Customer receivables and Other1,10:

U.S.(693)3,209 2,516

Non-U.S.(101)1,234 1,133

Change in interest income$(645)$24,899 $24,254

$10 $6,381 $6,391

196 6,187 6,383

U.S.63 2,442 2,505

Non-U.S.115 2,357 2,472

Securities loaned7,9:

U.S.(12)42 30

Non-U.S.109 142 251

Customer payables and Other9,10:

U.S.(144)5,107 4,963

Non-U.S.(145)2,501 2,356

Change in interest expense$192 $25,159 $25,351

Change in net interest income$(837)$(260)$(1,097)

9.Includes fees received from Equity Financing customers related to their short transactions, which can be under either margin or securities-lending arrangements.

10.Certain prior-period amounts have been adjusted to conform with the current-period presentation. This adjustment resulted in a decrease to both interest income and interest expense of $4,432 million for the year ended December 31, 2023, and no effect on net interest income, with the entire impact to the Firm recorded within the Institutional Securities segment. See Note 2 for additional information.

December 2024 Form 10-K

202420232022

$280,926 2.5 %$286,513 2.0 %$321,316 0.4 %

Time69,561 4.8 %56,070 4.3 %19,425 2.7 %

Total$350,487 3.0 %$342,583 2.4 %$340,741 0.5 %

December 2024 Form 10-K150

LIBOR

London Interbank Offered Rate

MSEHSEMorgan Stanley Europe Holdings SE

December 2024 Form 10-K

Under the supervision and with the participation of the Firm’s management, including the Chief Executive Officer and Chief Financial Officer, the Firm conducted an evaluation of the effectiveness of the Firm’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Firm’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management assessed the effectiveness of the Firm’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on management’s assessment and those criteria, management believes that the Firm maintained effective internal control over financial reporting as of December 31, 2024.

December 2024 Form 10-K152

We have audited the internal control over financial reporting of Morgan Stanley and subsidiaries (the “Firm”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Firm maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements of the Firm as of and for the year ended December 31, 2024 and our report dated February 21, 2025 expressed an unqualified opinion on those financial statements.

February 21, 2025

December 2024 Form 10-K

No change in the Firm’s internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the quarter ended December 31, 2024 that materially affected, or is reasonably likely to materially affect, the Firm’s internal control over financial reporting.