MS-P Morgan Stanley

Issuer:

Morgan Stanley

Principal Amount:

$2,250,000,000

Maturity Date:

July 19, 2030

Trade Date:

July 17, 2024

Original Issue Date

(Settlement):

July 19, 2024 (T+2)

Interest Accrual Date:

July 19, 2024

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.350%

All-in Price:

99.650%

Net Proceeds to Issuer:

$2,242,125,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding July 19, 2029

Floating Rate Period:

From and including July 19, 2029 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 5.042% per annum; during the Floating Rate Period, as described in the specific formula described in the below-referenced prospectus

Base Rate:

SOFR (compounded daily over a quarterly Interest Payment Period in accordance with the specific formula described in the below-referenced prospectus). As further described in the below-referenced prospectus, (i) in determining the Base Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such day that is provided on the following U.S. Government Securities Business 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 U.S. Government Securities Business Day that is provided on the following U.S. Government Securities Business Day.

Spread (Plus or Minus):

Plus 1.215% (to be added to the accrued interest compounding factor for an Interest Payment Period)

Index Maturity:

Daily

Index Currency:

U.S. Dollars

Interest Calculation:

As further described in the below-referenced prospectus, during the Floating Rate Period, the amount of interest accrued and payable on the Fixed/Floating Rate Senior Notes Due 2030 for each Interest Payment Period will be equal to the outstanding principal amount of the Fixed/Floating Rate Senior Notes Due 2030 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 360.  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, semiannually; during the Floating Rate Period, quarterly.

With respect to an Interest Payment Date during the Floating Rate Period, the period from and including the second most recent Interest Payment Period End-Date (or from and including July 19, 2029 in the case of the first Interest Payment Period during the Floating Rate Period) to but

excluding the immediately preceding Interest Payment Period End-Date; provided that (i) the Interest Payment Period with respect to the final Interest Payment Date (i.e., the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2030, the redemption date for such Fixed/Floating Rate Senior Notes Due 2030) will be the period from and including the second-to-last Interest Payment Period End-Date to but excluding the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2030, to but excluding the redemption date for such Fixed/Floating Rate Senior Notes Due 2030 (in each case, the final Interest Payment Period End-Date for such Fixed/Floating Rate Senior Notes Due 2030) and (ii) with respect to such final Interest Payment Period, the level of SOFR for each calendar day in the period from and including the Rate Cut-Off Date to but excluding the Maturity Date or redemption date, as applicable, shall be the level of SOFR in respect of such Rate Cut-Off Date

Interest Payment Period End-

Dates:

With respect to the Floating Rate Period, the 19th of each January, April, July and October, commencing October 2029 and ending on the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2030, ending on the redemption date for such Fixed/Floating Rate Senior Notes Due 2030; provided that if any scheduled Interest Payment Period End-Date, other than the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2030, the redemption date for such Fixed/Floating Rate Senior Notes Due 2030, falls on a day that is not a business day, it will be postponed to the following business day, except that, if that business day would fall in the next calendar month, the Interest Payment Period End-Date will be the immediately preceding business day. If the scheduled final Interest Payment Period End-Date (i.e., the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2030, the redemption date for such Fixed/Floating Rate Senior Notes Due 2030) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Period End-Date

Interest Payment Dates:

With respect to the Fixed Rate Period, each January 19 and July 19, commencing January 19, 2025 to and including July 19, 2029; with respect to the Floating Rate Period, the second business day following each Interest Payment Period End-Date; provided that the Interest Payment Date with respect to the final Interest Payment Period will be the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2030, the redemption date for such Fixed/Floating Rate Senior Notes Due 2030. If the scheduled Maturity Date or redemption date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or redemption date

Rate Cut-Off Date:

The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as applicable

Day Count Convention:

During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360

Optional Redemption:

Optional Make-Whole Redemption, on or after January 21, 2025 and prior to July 19, 2029, in whole at any time or in part from time to time, on at least 5 but not more than 30 days’ prior notice, as described in the below-referenced Prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Optional Make-Whole Redemption of Debt Securities,” provided that (A) the make-whole redemption price shall be equal to the greater of: (i) 100% of the principal amount of such Fixed/Floating Rate Senior Notes Due 2030 to be redeemed and (ii) the sum of (a) the present value of the payment of principal on such Fixed/Floating Rate Senior Notes Due 2030 to be redeemed and (b) the present values of the scheduled payments of interest on such Fixed/Floating Rate Senior Notes Due 2030 to be redeemed that would have been payable from the date of redemption to July 19, 2029 (not including any portion of such payments of interest accrued to the date of redemption), each discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points, as calculated by the premium calculation agent; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date and (B) “comparable treasury issue” means the U.S. Treasury security selected by the premium calculation agent as having a maturity comparable to the remaining term of the Fixed/Floating Rate Senior Notes Due 2030 to be redeemed as if the Fixed/Floating Rate Senior Notes Due 2030 matured on July 19, 2029 (“remaining term”) that would be utilized, at the time of selection and in accordance with

customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term.

In addition, the Issuer may, at its option, redeem Fixed/Floating Rate Senior Notes Due 2030, (i) in whole but not in part, on July 19, 2029 or (ii) in whole at any time or in part from time to time, on or after June 19, 2030, on at least 5 but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on such Fixed/Floating Rate Senior Notes Due 2030 to but excluding the redemption date. For the avoidance of doubt, if Fixed/Floating Rate Senior Notes Due 2030 are redeemed in part, the determination of accrued and unpaid interest on such Fixed/Floating Rate Senior Notes Due 2030 (determined using a final Interest Payment Date, final Interest Payment Period End-Date and Rate Cut-Off Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on Fixed/Floating Rate Senior Notes Due 2030 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 Fixed/Floating Rate Senior Notes Due 2030 are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Specified Currency:

U.S. Dollars (“$”)

Minimum Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

Business Day:

New York

CUSIP:

61747Y FS9

ISIN:

US61747YFS90

Issuer Ratings*:

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

(Stable / Stable / Stable / Stable / Positive)

Agents:

Morgan Stanley & Co. LLC and such other agents as shall be named in the Pricing Supplement for the Fixed/Floating Rate Senior Notes Due 2030.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

Issuer:

Morgan Stanley

Principal Amount:

$3,250,000,000

Maturity Date:

July 19, 2035

Trade Date:

July 17, 2024

Original Issue Date (Settlement):

July 19, 2024 (T+2)

Interest Accrual Date:

July 19, 2024

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.450%

All-in Price:

99.550%

Net Proceeds to Issuer:

$3,235,375,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding July 19, 2034

Floating Rate Period:

From and including July 19, 2034 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 5.320% per annum; during the Floating Rate Period, as described in the specific formula described in the below-referenced prospectus

Base Rate:

SOFR (compounded daily over a quarterly Interest Payment Period in accordance with the specific formula described in the below-referenced prospectus). As further described in the below-referenced prospectus, (i) in determining the Base Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such day that is provided on the following U.S. Government Securities Business 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 U.S. Government Securities Business Day that is provided on the following U.S. Government Securities Business Day.

Spread (Plus or Minus):

Plus 1.555% (to be added to the accrued interest compounding factor for an Interest Payment Period)

Index Maturity:

Daily

Index Currency:

U.S. Dollars

Interest Calculation:

As further described in the below-referenced prospectus, during the Floating Rate Period, the amount of interest accrued and payable on the Fixed/Floating Rate Senior Notes Due 2035 for each Interest Payment Period will be equal to the outstanding principal amount of the Fixed/Floating Rate Senior Notes Due 2035 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 360.  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, semiannually; during the Floating Rate Period, quarterly.

With respect to an Interest Payment Date during the Floating Rate Period, the period from and including the second most recent Interest Payment Period End-Date (or from and including July 19, 2034 in the case of the first Interest Payment Period during the Floating Rate Period) to but excluding the immediately preceding Interest Payment Period End-Date; provided that (i) the Interest Payment Period with respect to the final Interest Payment Date (i.e., the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2035, the redemption date for such Fixed/Floating Rate Senior Notes Due 2035) will be the period from and including the second-to-last Interest Payment Period End-Date to but excluding the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2035, to but excluding the redemption date for such Fixed/Floating Rate Senior Notes Due 2035 (in each case, the final Interest Payment Period End-Date for such Fixed/Floating Rate Senior Notes Due 2035) and (ii) with respect to such final Interest Payment Period, the level of SOFR for each calendar day in the period from and including the Rate Cut-Off Date to but excluding the Maturity Date or redemption date, as applicable, shall be the level of SOFR in respect of such Rate Cut-Off Date

Interest Payment Period End-

Dates:

With respect to the Floating Rate Period, the 19th of each January, April, July and October, commencing October 2034 and ending on the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2035, ending on the redemption date for such Fixed/Floating Rate Senior Notes Due 2035; provided that if any scheduled Interest Payment Period End-Date, other than the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2035, the redemption date for such Fixed/Floating Rate Senior Notes Due 2035, falls on a day that is not a business day, it will be postponed to the following business day, except that, if that business day would fall in the next calendar month, the Interest Payment Period End-Date will be the immediately preceding business day. If the scheduled final Interest Payment Period End-Date (i.e., the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2035, the redemption date for such Fixed/Floating Rate Senior Notes Due 2035) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Period End-Date

Interest Payment Dates:

With respect to the Fixed Rate Period, each January 19 and July 19, commencing January 19, 2025 to and including July 19, 2034; with respect to the Floating Rate Period, the second business day following each Interest Payment Period End-Date; provided that the Interest

Payment Date with respect to the final Interest Payment Period will be the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2035, the redemption date for such Fixed/Floating Rate Senior Notes Due 2035. If the scheduled Maturity Date or redemption date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or redemption date

Rate Cut-Off Date:

The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as applicable

Day Count Convention:

During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360

Optional Redemption:

Optional Make-Whole Redemption, on or after January 21, 2025 and prior to July 19, 2034, in whole at any time or in part from time to time, on at least 5 but not more than 30 days’ prior notice, as described in the below-referenced Prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Optional Make-Whole Redemption of Debt Securities,” provided that (A) the make-whole redemption price shall be equal to the greater of: (i) 100% of the principal amount of such Fixed/Floating Rate Senior Notes Due 2035 to be redeemed and (ii) the sum of (a) the present value of the payment of principal on such Fixed/Floating Rate Senior Notes Due 2035 to be redeemed and (b) the present values of the scheduled payments of interest on such Fixed/Floating Rate Senior Notes Due 2035 to be redeemed that would have been payable from the date of redemption to July 19, 2034 (not including any portion of such payments of interest accrued to the date of redemption), each discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 30 basis points, as calculated by the premium calculation agent; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date and (B) “comparable treasury issue” means the U.S. Treasury security selected by the premium calculation agent as having a maturity comparable to the remaining term of the Fixed/Floating Rate Senior Notes Due 2035 to be redeemed as if the Fixed/Floating Rate Senior Notes Due 2035 matured on July 19, 2034 (“remaining term”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term.

In addition, the Issuer may, at its option, redeem Fixed/Floating Rate Senior Notes Due 2035, (i) in whole but not in part, on July 19, 2034 or (ii) in whole at any time or in part from time to time, on or after April 19, 2035, on at least 5 but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on such Fixed/Floating Rate Senior Notes Due 2035 to but excluding the redemption date. For the avoidance of doubt, if Fixed/Floating Rate Senior Notes Due 2035 are redeemed in part, the determination of accrued and unpaid interest on such Fixed/Floating Rate Senior Notes Due 2035 (determined using a final Interest Payment Date, final Interest Payment Period End-Date and Rate Cut-Off Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on Fixed/Floating Rate Senior Notes Due 2035 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 Fixed/Floating Rate Senior Notes Due 2035 are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Specified Currency:

U.S. Dollars (“$”)

Minimum Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

Business Day:

New York

CUSIP:

61747Y FT7

ISIN:

US61747YFT73

Issuer Ratings*:

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

(Stable / Stable / Stable / Stable / Positive)

Agents:

Morgan Stanley & Co. LLC and such other agents as shall be named in the Pricing Supplement for the Fixed/Floating Rate Senior Notes Due 2035.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg