S&P 500 Financials Sector SEC Filings — October 27, 2026

USA S&P 500 Financials

By Gunpowder Editorial ·

11 high priority 4 medium priority 15 total filings analysed

Executive Summary

Across the 15 filings in the USA S&P 500 Financials stream, the dominant theme is a split between strong top-line growth and weaker quality of earnings: S&P Global (revenue +7% YoY, but GAAP EPS flattered by a one-time Energy disposition gain and GAAP EPS guidance cut to $16.25-$16.50), Visa (net revenue +13% in Q4 and +15% for FY2026 to a record $45.9B, but GAAP opex growth of only 7% vs 12% non-GAAP and international transaction revenue up just 8%), and Robinhood (record $1.42B revenue, +12% YoY, yet net income -14% and crypto revenue -55% on a 38% drop in crypto notional volume).

Insider activity at Goldman Sachs dominates the filing count: at least five Form 4s show routine tax-withholding on vesting RSUs/PSUs at $891.30, with CEO David Solomon and President John Waldron the largest withholding events, while the only open-market sale by a Goldman officer is Solomon's ~9,181-share sale at $910.46; Northern Trust's General Counsel sold ~$2.86M, and CME's CIO sold ~$1.49M, which read as modest-conviction selling rather than a signal. Corporate financing and fund-restructuring disclosures (Marsh & McLennan's €1.2B notes, the Morgan Stanley/Eaton Vance municipal ETF conversions) are operationally routine with limited near-term valuation impact. Overall the stream points to healthy franchise demand with a clear need to look through GAAP one-offs and cost-growth disclosures before extrapolating earnings.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K · Form 4 · 425

Tracking the trend? Catch up on the prior S&P 500 Financials Sector SEC Filings digest from October 20, 2026.

Investment Signals (11)

  • Q3 2026 revenue $3.678B (+7% YoY), adjusted diluted EPS +9% to $4.58 and adjusted operating margin +60 bps, but GAAP EPS +26% was driven by a one-time Energy disposition gain; FY GAAP EPS guidance cut to $16.25-$16.50 from $16.35-$16.60 and GAAP margin expansion lowered to 310-335 bps [BEARISH on GAAP quality, BULLISH on adjusted operating momentum]

  • Visa ↓ (BULLISH)
    ▲

    FY2026 net revenue record $45.9B (+15%), payments volume +9%, cross-border volume +14% in Q4, processed transactions +10%; Q4 non-GAAP EPS $3.48 (+17%) with GAAP EPS $3.19 (+22%)

  • Visa ↓ (BEARISH)
    ▲

    International transaction revenue grew only 8% in both Q4 and full year, and client incentives rose 21% in Q4 vs service revenue +14%, a sign that growth is being bought with incentives and that cross-border monetization is lagging volume

  • Record Q3 total net revenue $1.42B (+12% YoY), transaction revenues +19% to $867M and Gold subscribers a record 5.2M, but net income -14% to $476M and net interest revenue -9% to $415M as Cash Sweep fell 9% to $32.3B [MIXED, leaning BEARISH on earnings quality]

  • Crypto notional volume fell 38% YoY to $50B (Robinhood App -48%, Bitstamp -28%) and crypto revenue fell 55% to $120M, making crypto the largest single drag on the mix

  • Goldman Sachs (Solomon)
    ▲

    CEO David Solomon sold 9,181 shares at $910.46 (~$8.36M) while ~60,773 shares were withheld for taxes at $891.30 (~$54.2M) on vesting awards; net open-market activity is a modest sale, and the sale price sits above the withholding price [NEUTRAL to slightly BEARISH]

  • Goldman Sachs (senior team) (NEUTRAL)
    ▲

    President/COO John Waldron (~$36.1M withholding), CFO Denis Coleman (~$18.1M), EVP John Rogers (~$16.5M) and CAO Sheara Fredman (~$9.0M) all show RSU/PSU vesting with tax withholding and no open-market buying, which is consistent with routine compensation rather than conviction

  • ▲

    EVP and General Counsel Susan Cohen Levy exercised ~20,906 options at $88.06 (~$1.85M) and sold 16,984 shares at $168.15 (~$2.86M), retaining 59,378 shares; a meaningful realized gain but a partial-position sale

  • CIO Sunil Cutinho sold 5,000 Class A shares at $298.70 (~$1.49M), retaining 20,037 shares (~20% reduction in direct holding) [BEARISH, low materiality]

  • 10% owner Robinhood Markets sold 4,134 shares at $25.04 (~$104K) and 225 shares at $25.00 under a Rule 10b5-1 plan, leaving 12.92M shares; small in dollar terms and mechanically scheduled

  • Issued €1.2B senior notes (€600M 4.250% due 2032 and €600M 4.625% due 2036) on October 27, 2026 under an existing 2011 indenture, signaling access to European debt markets at fixed coupons that are an inexpensive refinancing for an investment-grade broker

Risk Flags (10)

  • GAAP diluted EPS +26% to $4.45 is inflated by a gain on disposition in Energy, and the company lowered GAAP EPS guidance to $16.25-$16.50 from $16.35-$16.60 and GAAP margin expansion to 310-335 bps from 335-360 bps; investors should anchor on adjusted EPS of $4.58 (+9%) and treat GAAP trajectory as unreliable until disposition accounting settles

  • ▼

    Board is reviewing a potential separation of Capital IQ and related data businesses within Kensho Data & Platforms, creating execution, dis-synergy and dilution risk for a franchise that just delivered 60 bps of adjusted margin expansion

  • ▼

    Full-year GAAP opex +11% vs non-GAAP opex +16%, with Q4 GAAP +7% vs non-GAAP +12%; the $563M severance charge and $314M deferred tax benefit flatter GAAP, and the underlying cost base is growing faster than the headline GAAP figures show

  • International transaction revenue grew 8% in Q4 and for FY2026 despite cross-border volume +14% in Q4, and client incentives grew 21% in Q4 vs service revenue +14%, pointing to margin pressure from incentive intensity in the growth engine

  • Crypto revenue -55% to $120M, notional volumes -38%, Robinhood App crypto volumes -48%; crypto remains a volatile revenue line and its decline is offsetting transaction gains

  • ▼

    Net interest revenue -9% to $415M as Cash Sweep balances fell 9% to $32.3B and short-term rates and securities-lending income declined, eroding a high-margin revenue stream

  • Adjusted Net Income and Adjusted EPS are newly introduced non-GAAP metrics this quarter, so YoY comparisons are not like-for-like and the -3% adjusted EPS print to $0.60 should be read with caution; GAAP diluted EPS -16% to $0.51 includes $0.07 of unrealized losses on Robinhood Ventures Fund I

  • Chairman and CEO David Solomon sold 9,181 shares at $910.46 (~$8.36M) in the same reporting window as large vesting and tax-withholding events, which some investors may read as a negative signal even though the sale is small relative to his ~159,180-share post-transaction holding

  • General Counsel sold 16,984 shares at $168.15 (~$2.86M) after exercising options at $88.06, and a 6-transaction Form 4 filing with exercise-and-sell activity can signal reduced near-term conviction

  • Direct-account holders of eight Eaton Vance municipal funds must move shares to a brokerage account before January 20, 2027 (Stage 1) or February 3, 2027 (Stage 2) or be liquidated for cash; the Class W High Yield share class is not an expense improvement on a net basis and IRAs are ineligible, creating a risk of unintended tax events and forced liquidation

Opportunities (8)

  • FY2026 net revenue reached a record $45.9B (+15%) with payments volume +9%, cross-border +14% in Q4 and processed transactions +10%; if international transaction revenue can converge toward volume growth as incentive intensity normalizes, there is margin-led upside to earnings

  • Adjusted operating margin expanded 60 bps with growth led by Indices and Market Intelligence, and revenue guidance was raised; the valuation gap between adjusted and GAAP EPS narrows once the disposition gain is excluded, making adjusted EPS of $4.58 (+9%) the cleaner base for re-rating

  • Review of a potential separation of Capital IQ and associated data businesses could unlock sum-of-the-parts value if the market values pure-play data and index assets above the consolidated multiple; monitor for a formal decision

  • Gold subscribers reached a record 5.2M and transaction-based revenues rose 19% to $867M, showing the recurring-revenue mix is working even as crypto and net interest decline; a re-acceleration in crypto volume or a stabilization of Cash Sweep would drive earnings leverage

  • The €1.2B notes priced at 4.250% (2032) and 4.625% (2036) under an existing shelf and indenture give MMC a flexible, low-friction funding channel for acquisitions and refinancing; the transaction removes near-term refinancing risk

  • Multiple senior officers (CEO, President/COO, CFO, EVP, CAO) show large vesting of performance-based RSUs/PSUs with tax withholding rather than selling, suggesting equity is being retained into the next performance period; read as stability rather than a near-term catalyst

  • Acquiring ETFs are expected to have lower gross operating expenses than each mutual fund share class (and lower net expenses for all except Class W High Yield), offering a cost benefit to shareholders who complete the transition on schedule

  • Exercise-and-sell activity at an elevated $168 price vs $88 strike implies a large realized gain for the GC, but is a pattern to monitor as a possible sentiment marker if repeated across the senior team

Sector Themes (6)

  • Adjusted vs GAAP Divergence Across Financial Data and Payments
    ◆

    S&P Global (GAAP EPS +26% vs adjusted +9%) and Visa (GAAP opex +11% vs non-GAAP +16%) both show material gaps between reported and adjusted results, with one-time gains and special items inflating GAAP trends; investors should model on adjusted figures and scrutinize the reconciliation in every period [Implication: adjusted-basis valuation is the primary lens]

  • Transaction Volume Growth vs Monetization Pressure
    ◆

    Visa (cross-border volume +14% vs international transaction revenue +8%) and Robinhood (transaction revenue +19% but crypto volume -38%) both show volume and revenue diverging, meaning the top-line growth is partly price/incentive-driven and volume is not translating proportionally to revenue [Implication: track take rates and incentive intensity]

  • Crypto and Rate Sensitivity Weighing on Brokers
    ◆

    Robinhood's crypto revenue -55% and net interest revenue -9% (Cash Sweep -9%) show the broker model is exposed to both crypto cycles and lower short-term rates; the recurring subscriber base (5.2M Gold) is the offset [Implication: diversification into subscriptions is the thesis]

  • Routine Insider Tax-Withholding Dominates Filing Flow
    ◆

    Of the Goldman Sachs Form 4s, the majority of disclosed transactions are tax withholding on RSU/PSU vesting at a uniform $891.30 price rather than open-market trades; open-market sales are small and concentrated at CEO, Northern Trust GC and CME CIO levels [Implication: weight open-market sales far above withholding in sentiment reads]

  • Fund Consolidation and Expense-Driven Product Rationalization
    ◆

    Morgan Stanley's Eaton Vance municipal mutual-fund-to-ETF reorganizations (eight funds, two stages, Jan-Feb 2027) reflect an industry push to lower expense ratios and migrate assets to exchange-traded wrappers, with holder-action deadlines that create operational and tax friction [Implication: asset managers are consolidating legacy mutual funds into ETFs]

  • Debt Issuance and Capital Access Remain Open
    ◆

    Marsh & McLennan's €1.2B dual-tranche issuance at 4.25%-4.625% under an existing indenture confirms that investment-grade financials can raise term debt efficiently in European markets, supporting liquidity and refinancing flexibility across the sector [Implication: funding conditions remain constructive for large caps]

Watch List (8)

  • Board review of a potential separation of Capital IQ and related data businesses within Kensho Data & Platforms; watch for formal announcement, transaction structure and any further guidance change to GAAP EPS of $16.25-$16.50 (timing not specified in filing)

  • Next quarter's GAAP margin and EPS guidance (currently 310-335 bps and $16.25-$16.50) will reveal whether further disposition-related adjustments are needed; reconcile with the Q4 print

  • Next quarter's international transaction revenue growth (8% in Q4 and FY2026) and client incentive growth (21% in Q4) vs service revenue; any reacceleration or continued divergence will signal monetization health

  • Monitor crypto notional volume (down 38% to $50B) and Cash Sweep balances ($32.3B, -9%) for stabilization; subsequent Adjusted EPS comparisons will become like-for-like as the new non-GAAP measure is reported over a full year

  • Shareholder meeting December 3, 2026; Stage 1 soft close January 4, 2027, hard close January 15, 2027, reorganization January 25, 2027; Stage 2 soft close January 4, 2027, hard close January 29, 2027, reorganization February 8, 2027; brokerage transfer deadlines January 20 and February 3, 2027 for direct-account holders

  • Watch for follow-on open-market sales or purchases by Solomon, Waldron and Coleman after the current vesting window; a sustained pattern of sales at the $910 level would be a more meaningful sentiment marker than the withholding events

  • Monitor whether the General Counsel's ~59,378 remaining shares are subject to further sales under a 10b5-1 plan, and whether other senior NTRS officers follow in the same window

  • The €1.2B notes (issued October 27, 2026) fund a corporate purpose not specified in the filing; watch for an acquisition or refinancing announcement that would explain the use of proceeds and the 2032/2036 maturity profile

Filing Analyses (15)
S&P Global Inc. 8-K mixed materiality 8/10

27-10-2026

S&P Global reported Q3 2026 revenue of $3.678B, up 7% YoY, with GAAP diluted EPS up 26% to $4.45 (aided by a gain on disposition in Energy) and adjusted diluted EPS up 9% to $4.58. The company also announced a strategic review, including potential separation, of Capital IQ and associated data businesses within Kensho Data & Platforms, and raised its revenue guidance while lowering GAAP EPS guidance, primarily due to adjustments to expected disposition gains. Adjusted operating margin expanded 60 bps, but GAAP EPS growth was partly one-time in nature.

  • · Q3 2026 GAAP operating margin benefited primarily from a gain on disposition in Energy, while adjusted margin growth came from Indices and Market Intelligence
  • · GAAP operating margin expansion guidance was lowered to 310-335 bps from 335-360 bps, due to adjustments to expected disposition gains
  • · GAAP diluted EPS guidance was lowered to $16.25-$16.50 from $16.35-$16.60
  • · Adjusted operating margin expansion guidance was raised to 75-100 bps from 35-60 bps
  • · Adjusted interest expense guidance is $405-$415M, while GAAP interest expense is $380-$390M
  • · No specific timeframe has been set for the strategic review, and no transaction outcome is assured
  • · Guidance assumes full-year contribution from Market Intelligence as currently structured
Robinhood Markets, Inc. 8-K mixed materiality 8/10

27-10-2026

Robinhood reported record Q3 2026 total net revenues of $1.42 billion, up 12% year-over-year, with transaction-based revenues up 19% to $867 million and Robinhood Gold subscribers reaching a record 5.2 million. However, profitability declined: net income fell 14% year-over-year to $476 million and diluted EPS fell 16% to $0.51 (including $0.07 of unrealized losses on Robinhood Ventures Fund I), while Adjusted EPS (non-GAAP) fell 3% to $0.60 and net interest revenues fell 9% to $415 million. Cryptocurrency revenues fell 55% to $120 million.

  • · Adjusted Net Income and Adjusted EPS are newly introduced non-GAAP measures this quarter, so year-over-year comparisons for them are not directly like-for-like with prior disclosures.
  • · Crypto notional volumes fell 38% YoY to $50B, with Robinhood App volumes down 48% and Bitstamp down 28%, a meaningful drag on transaction revenue mix.
  • · Cash Sweep declined 9% YoY to $32.3B, contributing to the decline in net interest revenues alongside lower securities lending and short-term rates.
  • · Management lowered the top end of its 2026 Adjusted Operating Expenses and SBC outlook by $25M to a range of $2.675B to $2.75B, while excluding provision for credit losses, pending acquisition costs, and potential regulatory matters.
  • · Share repurchases in Q3 were only $25M, far below the cumulative $1.3B program since Q3 2024.
  • · October Net Deposits topped $13B month-to-date, including $6B from the Dell family's Trump Accounts contribution, which is a one-time-style inflow that flatters near-term deposit momentum.
VISA INC. 8-K mixed materiality 9/10

27-10-2026

Visa reported fiscal Q4 2026 GAAP net income of $6.0B ($3.19/share, up 18% and 22%) and non-GAAP net income of $6.6B ($3.48/share, up 13% and 17%), with net revenue of $12.1B, up 13%. For full-year 2026, net revenue reached a record $45.9B (up 15%) and GAAP net income was $23.5B ($12.32/share). Growth was strong across payments volume (+9%), cross-border volume (+14% in Q4), and processed transactions (+10%), but performance was mixed: GAAP operating expenses rose only 7% in Q4 versus 12% non-GAAP growth, and international transaction revenue grew just 8% for both the quarter and full year.

  • · Full-year severance costs of $563M and a $314M deferred tax benefit tied to a change in U.S. taxation of foreign earnings were recorded as special items
  • · Full-year GAAP operating expenses rose 11% while non-GAAP operating expenses rose 16%, indicating heavier underlying cost growth than GAAP figures suggest
  • · Client incentives grew 21% in Q4 and 16% for the full year, outpacing service revenue growth of 14% in Q4
  • · Other revenue grew 40% year over year in both Q4 and full year, the fastest-growing revenue category
  • · BioCatch acquisition ($2.4B cash) is expected to close by end of fiscal Q2 2027, subject to regulatory approvals
  • · Quarterly dividend raised 16% to $0.780 per share, payable December 1, 2026 to holders of record as of November 10, 2026
MARSH & MCLENNAN COMPANIES, INC. 8-K neutral materiality 5/10

27-10-2026

Marsh & McLennan Companies (MMC) issued €1.2 billion in senior notes in two equal tranches: €600 million of 4.250% Senior Notes due 2032 and €600 million of 4.625% Senior Notes due 2036. The underwriting agreement was dated October 20, 2026, and the notes were issued on October 27, 2026, under an existing 2011 indenture supplemented by a new Twenty-Second Supplemental Indenture. The filing discloses no earnings, performance, or regulatory metrics, so it is a financing disclosure rather than an operating update.

  • · Notes were offered under a shelf registration on Form S-3 (Registration No. 333-280979) filed July 24, 2024
  • · Original indenture is dated July 15, 2011, with The Bank of New York Mellon as trustee
  • · A Paying Agency Agreement with The Bank of New York Mellon, London Branch, as paying agent was dated October 27, 2026
  • · Davis Polk & Wardwell LLP provided a legality opinion on the notes (Exhibit 5.1)
  • · Ticker shown on the cover page is MRSH on the NYSE
Robinhood Ventures Fund I 4 negative materiality 3/10

27-10-2026

10% owner Robinhood Markets, Inc. sold 4,134 Common Shares of Beneficial Interest at $25.04 (~$104K). Robinhood Markets, Inc. holds 12,922,004 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · 10% owner Robinhood Markets, Inc. sold 4,134 Common Shares of Beneficial Interest at $25.04 (~$104K)
  • · 10% owner Robinhood Markets, Inc. sold 225 Common Shares of Beneficial Interest at $25.00 (~$5.63K)
GOLDMAN SACHS GROUP INC 4 neutral materiality 6/10

27-10-2026

Chief Accounting Officer FREDMAN SHEARA J had withheld for taxes 10,130 Common Stock, par value $0.01 per share at $891.30 (~$9.03M). FREDMAN SHEARA J holds 14,525 shares after the transaction.

  • · Chief Accounting Officer FREDMAN SHEARA J exercised/converted 18,317 Common Stock, par value $0.01 per share
  • · Chief Accounting Officer FREDMAN SHEARA J had withheld for taxes 10,130 Common Stock, par value $0.01 per share at $891.30 (~$9.03M)
  • · Chief Accounting Officer FREDMAN SHEARA J exercised/converted 18,317 Performance-based Restricted Stock Units
GOLDMAN SACHS GROUP INC 4 neutral materiality 6/10

27-10-2026

Executive Vice President ROGERS JOHN F.W. had withheld for taxes 18,562 Common Stock, par value $0.01 per share at $891.30 (~$16.5M). ROGERS JOHN F.W. holds 67,888 shares after the transaction.

  • · Executive Vice President ROGERS JOHN F.W. exercised/converted 36,633 Common Stock, par value $0.01 per share
  • · Executive Vice President ROGERS JOHN F.W. had withheld for taxes 18,562 Common Stock, par value $0.01 per share at $891.30 (~$16.5M)
  • · Executive Vice President ROGERS JOHN F.W. exercised/converted 36,633 Performance-based Restricted Stock Units
NORTHERN TRUST CORP 4 negative materiality 6/10

27-10-2026

EVP and General Counsel Levy Susan Cohen sold 16,984 Common Stock at $168.15 (~$2.86M). 6 transactions reported in total. Levy Susan Cohen holds 59,378 shares after the transaction.

  • · EVP and General Counsel Levy Susan Cohen exercised/converted 16,984 Common Stock at $88.06 (~$1.5M)
  • · EVP and General Counsel Levy Susan Cohen sold 16,984 Common Stock at $168.15 (~$2.86M)
  • · EVP and General Counsel Levy Susan Cohen exercised/converted 3,922 Common Stock at $88.06 (~$345K)
  • · EVP and General Counsel Levy Susan Cohen sold 3,922 Common Stock at $168.69 (~$662K)
  • · EVP and General Counsel Levy Susan Cohen exercised/converted 16,984 Employee Stock Option (right-to-buy)
  • · EVP and General Counsel Levy Susan Cohen exercised/converted 3,922 Employee Stock Option (right-to-buy)
CME GROUP INC. 4 negative materiality 5/10

27-10-2026

Chief Information Officer Cutinho Sunil sold 5,000 Common Stock Class A at $298.70 (~$1.49M). Cutinho Sunil holds 20,037 shares after the transaction.

  • · Chief Information Officer Cutinho Sunil sold 5,000 Common Stock Class A at $298.70 (~$1.49M)
GOLDMAN SACHS GROUP INC 4 neutral materiality 7/10

27-10-2026

President and COO WALDRON JOHN E. had withheld for taxes 40,516 Common Stock, par value $0.01 per share at $891.30 (~$36.1M). WALDRON JOHN E. holds 151,285 shares after the transaction.

  • · President and COO WALDRON JOHN E. exercised/converted 73,265 Common Stock, par value $0.01 per share
  • · President and COO WALDRON JOHN E. had withheld for taxes 40,516 Common Stock, par value $0.01 per share at $891.30 (~$36.1M)
  • · President and COO WALDRON JOHN E. exercised/converted 73,265 Performance-based Restricted Stock Units
GOLDMAN SACHS GROUP INC 4 negative materiality 8/10

27-10-2026

Chairman of the Board and CEO SOLOMON DAVID M had withheld for taxes 60,773 Common Stock, par value $0.01 per share at $891.30 (~$54.2M). 6 transactions reported in total. SOLOMON DAVID M holds 159,180 shares after the transaction.

  • · Chairman of the Board and CEO SOLOMON DAVID M exercised/converted 109,896 Common Stock, par value $0.01 per share
  • · Chairman of the Board and CEO SOLOMON DAVID M had withheld for taxes 60,773 Common Stock, par value $0.01 per share at $891.30 (~$54.2M)
  • · Chairman of the Board and CEO SOLOMON DAVID M sold 9,181 Common Stock, par value $0.01 per share at $910.46 (~$8.36M)
  • · Chairman of the Board and CEO SOLOMON DAVID M sold 2,382 Common Stock, par value $0.01 per share at $911.49 (~$2.17M)
  • · Chairman of the Board and CEO SOLOMON DAVID M sold 437 Common Stock, par value $0.01 per share at $912.11 (~$399K)
  • · Chairman of the Board and CEO SOLOMON DAVID M exercised/converted 109,896 Performance-based Restricted Stock Units
GOLDMAN SACHS GROUP INC 4 neutral materiality 7/10

27-10-2026

Chief Financial Officer COLEMAN DENIS P. had withheld for taxes 20,259 Common Stock, par value $0.01 per share at $891.30 (~$18.1M). COLEMAN DENIS P. holds 47,444 shares after the transaction.

  • · Chief Financial Officer COLEMAN DENIS P. exercised/converted 36,633 Common Stock, par value $0.01 per share
  • · Chief Financial Officer COLEMAN DENIS P. had withheld for taxes 20,259 Common Stock, par value $0.01 per share at $891.30 (~$18.1M)
  • · Chief Financial Officer COLEMAN DENIS P. exercised/converted 36,633 Performance-based Restricted Stock Units
Morgan Stanley ETF Trust 425 mixed materiality 6/10

27-10-2026

Morgan Stanley ETF Trust filed a Rule 425 communication, a reminder to advisors about the proposed reorganizations of eight Eaton Vance municipal bond mutual funds into ETFs (seven into newly created ETFs, one merged into the existing Short Duration Municipal Income ETF, NYSE Arca: EVSM). Proxy materials began mailing on or about October 22, 2026, ahead of a shareholder meeting on December 3, 2026, and reorganizations are expected in two stages on January 25, 2027 and February 8, 2027. The filing highlights expected lower gross and net operating expenses for most acquiring ETFs (the exception being Class W shares of the High Yield Municipal Income Fund on a net basis), while noting that brokerage and trading costs may apply and that fund direct IRAs are not eligible to hold Class W shares.

  • · Proxy materials began mailing on or about 10/22/2026; shareholder meeting scheduled for December 3, 2026.
  • · Soft close to new investors on January 4, 2027 for Stage 1 funds (National Municipal Income; National Limited Maturity Municipal Income); hard close to all investors January 15, 2027 with reorganization on January 25, 2027.
  • · Stage 2 funds (High Yield, California, Short Duration Municipal Opportunities, Municipal Opportunities, National Ultra-Short, New York) have soft close January 4, 2027, hard close January 29, 2027, and reorganization February 8, 2027.
  • · Fund direct account holders must transfer shares to a brokerage account before January 20, 2027 (Stage 1) or February 3, 2027 (Stage 2) to receive ETF shares; otherwise shares are liquidated for cash, which may be taxable.
  • · Fund direct IRA holders not acting before the Account Redemption/Exchange Date are automatically exchanged into Short Duration Government Income Fund shares of the same share class.
  • · Each reorganization is intended to be tax-free for U.S. federal income tax purposes; cash in lieu of fractional shares, certain redemptions, and distributions may have tax consequences.
  • · Acquiring ETF advisory fees are disclosed on page 60 of the combined Proxy Statement/Prospectus.
  • · Each reorganization remains subject to shareholder approval and other closing conditions.
Morgan Stanley ETF Trust 425 mixed materiality 6/10

27-10-2026

Morgan Stanley ETF Trust's filing reminds advisors that seven Eaton Vance municipal bond mutual funds are proposed to reorganize into newly created ETFs, and one is proposed to merge into the existing Eaton Vance Short Duration Municipal Income ETF (NYSE Arca: EVSM). Proxy materials began mailing on or about October 22, 2026, ahead of the shareholder meeting on December 3, 2026, and shareholders may receive solicitation calls and mailings. Reorganizations are expected in two stages, on or about January 25, 2027 and February 8, 2027, subject to shareholder approval and other closing conditions.

  • · Acquiring ETFs are expected to have lower gross and net annual operating expenses than corresponding mutual fund share classes, except Class W shares of Eaton Vance High Yield Municipal Income Fund on a net basis
  • · Brokerage account and trading costs may apply to ETF ownership
  • · Reorganizations are intended to be tax-free for U.S. federal income tax purposes; cash in lieu of fractional shares, certain redemptions, and distributions may be taxable
  • · Soft close to new investors on January 4, 2027 for all reorganizing funds; hard close to all investors on January 15, 2027 (Stage 1) and January 29, 2027 (Stage 2)
  • · Fund direct account holders must transfer shares to a brokerage account by January 20, 2027 (Stage 1) or February 3, 2027 (Stage 2) or receive cash instead of ETF shares
  • · Fund direct IRA holders who do not act will have shares exchanged into Short Duration Government Income Fund share classes; Class W High Yield shares are not eligible for fund direct IRAs
  • · Shareholder letter notes proxy solicitation firm calls and mailings may follow; clients should refer to contact information in proxy materials
  • · Filing is labeled 'Investment Professional Use Only. Not To Be Used With the Public'
Morgan Stanley ETF Trust 425 mixed materiality 6/10

27-10-2026

Morgan Stanley ETF Trust, through its Eaton Vance affiliate, is reminding advisors that eight Eaton Vance municipal bond mutual funds are proposed to reorganize into ETFs (seven into newly created ETFs, one into the existing Short Duration Municipal Income ETF, EVSM). Proxy materials began mailing around October 22, 2026 ahead of a shareholder meeting on December 3, 2026, and the reorganizations are expected to close in two stages on January 25, 2027 and February 8, 2027. The filing highlights expected lower gross and net operating expenses for most acquiring ETFs, but the reorganizations remain subject to shareholder approval and other closing conditions, so outcome is not assured.

  • · Acquiring ETFs are expected to have lower gross annual operating expenses than each share class of their corresponding mutual fund.
  • · Net expenses are expected to be lower for all acquiring ETFs except Class W shares of Eaton Vance High Yield Municipal Income Fund.
  • · Fund direct account holders must transfer shares to a brokerage account before January 20, 2027 (Stage 1) or February 3, 2027 (Stage 2) or else be liquidated for cash.
  • · Fund direct IRA holders who do not act will have shares exchanged into Eaton Vance Short Duration Government Income Fund, which are not eligible for Class W shares of High Yield Municipal Income Fund.
  • · Reorganizations are intended to be tax-free for U.S. federal income tax purposes, though cash in lieu of fractional shares, certain redemptions, and distributions may be taxable.
  • · Soft close to new investors begins January 4, 2027; hard close to all investors occurs January 15, 2027 (Stage 1) and January 29, 2027 (Stage 2).

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