SEC Form FWP filed by Morgan Stanley

Issuer:

Morgan Stanley

Principal Amount:

€1,500,000,000

Maturity Date:

June 11, 2030

Trade Date:

June 8, 2026

Original Issue Date (Settlement):

June 11, 2026 (T+3)

Interest Accrual Date:

June 11, 2026

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.250%

All-in Price:

99.750%

Net Proceeds to Issuer:

€1,496,250,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding June 11, 2029

Floating Rate Period:

From and including June 11, 2029 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 3.485% per annum; during the Floating Rate Period, the Base Rate plus 0.699% (to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding each Interest Reset Date)

Base Rate:

EURIBOR

Spread (plus or minus):

Plus 0.699%

Index Maturity:

Three months

Interest Reset Dates:

Each Interest Payment Date commencing June 11, 2029, provided that the June 11, 2029 Interest Reset Date shall not be adjusted for a non-Business Day

Interest Reset Period:

Quarterly

Interest Payment Periods:

During the Fixed Rate Period, annual; during the Floating Rate Period, quarterly

Interest Payment Dates:

With respect to the Fixed Rate Period, each June 11, commencing June 11, 2027 to and including June 11, 2029; with respect to the Floating Rate Period, each March 11, June 11, September 11 and December 11, commencing September 11, 2029 to and including the Maturity Date

Day Count Convention:

During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/360

Optional Redemption:

Optional Make-Whole Redemption, on or after December 14, 2026 and prior to June 11, 2029, in whole at any time or in part from time to time, as described in the below-referenced pricing supplement (spread to reinvestment rate: plus 15 basis points).

In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on June 11, 2029, or (ii) in whole at any time or in part from time to time, on or after May 11, 2030, on at least 3 business days’ but not more than 60 calendar days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus.  If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Tax Redemption and Payment of

Additional Amounts:

Yes

Specified Currency:

Euro (“€”)

Minimum Denominations:

€100,000 and integral multiples of €1,000 in excess thereof

Business Days:

London, TARGET Settlement Day and New York

Listing:

Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Main Market after the Original Issue Date.  No assurance can be given that such applications will be granted.

ISIN:

XS3407449779

Common Code:

340744977

Form:

Registered; issued under the New Safekeeping Structure (intended to be held in a manner which would allow Eurosystem eligibility)

Issuer Ratings*:

A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / AA (low) (DBRS)

(Stable / Stable / Stable / Stable / Stable)

Agents:

Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement.  MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”).  MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.  MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.

No PRIIPs KID:

No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the EEA.

UK MiFIR professionals/ECPs-only /

No UK CCI Regulations product

summary:

Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).  No UK product summary under the FCA Product Disclosure Sourcebook has been prepared as the notes are not available to retail investors in the UK.