Nagarro SE, the Munich-headquartered global software engineering and technology services company listed under ticker 0AA3, has disclosed a major shareholding change after Morgan Stanley's total voting position fell below a key regulatory threshold. The notification, filed under Article 40, Section 1 of the German Securities Trading Act (WpHG) and distributed via EQS News on 13 November 2026, confirms that Morgan Stanley's combined stake dropped to 5.44% from a previously notified 6.79%. The threshold was crossed on 9 November 2026, triggering a mandatory disclosure under German securities law, and investors will be watching how this shift in institutional positioning develops.

Key Points

  • Nagarro SE (0AA3), a German-registered software engineering group headquartered at Baierbrunner Straße 15, München
  • Morgan Stanley's total combined voting position in Nagarro SE fell to 5.44% from a previous notification of 6.79%
  • The threshold crossing date was 9 November 2026; total voting rights calculated against 12,922,297 shares pursuant to Section 41 WpHG
  • Investors should watch whether Morgan Stanley's position continues to decrease or stabilises in subsequent regulatory filings

Morgan Stanley's Combined Stake in Nagarro SE Drops from 6.79% to 5.44%

According to the regulatory filing, Morgan Stanley's new total position comprises 3.51% in voting rights attached directly to shares and 1.93% through financial instruments, bringing the aggregate to 5.44%. The previous notification stood at 4.23% via shares and 2.56% via instruments, totalling 6.79%. The disclosure was filed as a voluntary group notification triggered by a threshold crossing at the subsidiary level, meaning the change was identified within Morgan Stanley's broader corporate structure rather than solely at the parent entity level. The total number of voting rights used as the reference figure for these calculations is 12,922,297, as stated under Section 41 WpHG.

Breakdown of Morgan Stanley's Instruments Held Against Nagarro SE Shares (ISIN DE000A3H2200)

The announcement provides a detailed breakdown of the instruments underpinning Morgan Stanley's 1.93% instrument-related position. These include rights of recall over securities lending agreements covering 21,242 voting rights (0.16%), an equity swap expiring 4 November 2030 representing 227,746 voting rights (1.76%), and two retail structured products — one expiring between October 2074 and March 2075, the other a warrant expiring December 2027 — each contributing a negligible rounding amount. All cash-settled instruments are classified under Section 38(1) no. 2 WpHG. The 453,424 shares attributed indirectly under Section 34 WpHG account for the full 3.51% share-based component.

Morgan Stanley's Controlled Undertakings Involved in the Nagarro SE Notification

The filing sets out a chain of Morgan Stanley-controlled entities connected to the notification, including Morgan Stanley Capital Management LLC, Morgan Stanley Domestic Holdings LLC, Morgan Stanley Capital Services LLC, Morgan Stanley International Holdings Inc., Morgan Stanley International Limited, Morgan Stanley Investments (UK), and Morgan Stanley & Co. International plc, among others. The announcement states that Morgan Stanley is not itself controlled by any other undertaking, nor does it sit within a broader controlling structure for the purposes of this disclosure. Individual percentage figures for each subsidiary were not separately disclosed in the filing.

Nagarro SE's Business Profile and Context for Institutional Investors

Nagarro SE is a global software engineering company incorporated in Germany and operating internationally, with its registered offices in Munich. The company's business model centres on providing technology and digital engineering services to clients across multiple sectors and geographies. Its shares carry the ISIN DE000A3H2200. Changes in institutional ownership at the level reported by Morgan Stanley can serve as a signal of shifting sentiment among large professional investors, though the filing does not provide any commentary on the rationale behind the position reduction. The company did not disclose any operational or financial updates alongside this regulatory notification.