SEC Form FWP filed by Morgan Stanley

Issuer:

Morgan Stanley

Principal Amount:

£1,000,000,000

Maturity Date:

September 10, 2032

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):

100.00%

Agents’ Commission:

0.35%

All-in Price:

99.65%

Net Proceeds to Issuer:

£996,500,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding September 10, 2031

Floating Rate Period:

From and including September 10, 2031 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 5.432% per annum; during the Floating Rate Period, as described in the specific formula described in the below-referenced prospectus

Base Rate:

Sterling Overnight Index Average rate (“SONIA”) (compounded daily over a quarterly observation period in respect of the related quarterly Interest Payment Period in accordance with the specific formula described in the below-referenced prospectus). As further described in the below-referenced prospectus, during the Floating Rate Period, interest on the notes will accrue based on a backward-shifted observation period. In respect of each Interest Payment Period, the “Observation Period” means the period from, and including, the date falling 5 London Banking Days preceding the first day of such Interest Payment Period to, but excluding, the date falling 5 London Banking Days preceding the Interest Payment Period End-Date for such Interest Payment Period. In addition, as further described in the below-referenced prospectus, (i) in determining the Base Rate for a London Banking Day in any Observation Period, the Base Rate generally will be the rate in respect of such day that is provided on the following London Banking Day and (ii) in determining the Base Rate for any other day, such as a Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect of the immediately preceding London Banking Day that is provided on the following London Banking Day.

Spread (plus or minus):

Plus 1.147% (to be added to the accrued interest compounding factor for an Interest Payment Period)

Index Maturity:

Daily

Index Currency:

Pounds Sterling

Interest Calculation:

As further described in the below-referenced prospectus, during the Floating Rate Period, the amount of interest accrued and payable on the notes for each Interest Payment Period will be equal to the outstanding principal amount of the notes multiplied by the product of: (a) the sum of the accrued interest compounding factor described in the below-referenced prospectus plus the Spread for the relevant Interest Payment Period, multiplied by (b) the quotient obtained by dividing the actual number of calendar days in such Interest Payment Period by 365.  Notwithstanding the

foregoing, in no event will the interest rate payable for any Interest Payment Period be less than zero percent.

Interest Payment Periods:

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

Interest Payment Period End-Dates:

With respect to the Floating Rate Period, each Interest Payment Date

Interest Payment Dates:

With respect to the Fixed Rate Period, each September 10, commencing September 10, 2026 to and including September 10, 2031; with respect to the Floating Rate Period, each March 10, June 10, September 10 and December 10, commencing December 10, 2031 to and including the Maturity Date

Day Count Convention:

During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/365

Optional Redemption:

Optional Make-Whole Redemption, on or after December 14, 2026 and prior to September 10, 2031, in whole at any time or in part from time to time, as described in the below-referenced preliminary 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 September 10, 2031, or (ii) in whole at any time or in part from time to time, on or after June 10, 2032, 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. For the avoidance of doubt, if the notes are redeemed in part, the determination of accrued and unpaid interest on the notes so redeemed (determined using a final Interest Payment Date and final Interest Payment Period End-Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on the notes that are not so redeemed. 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:

Pounds Sterling (“£”)

Minimum Denominations:

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

Business Days:

London 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:

XS3407449340

Common Code:

340744934

Form:

Registered; issued under the Classic Safekeeping Structure

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.