SEC Form FWP filed by Morgan Stanley

Issuer:

Morgan Stanley

Principal Amount:

$500,000,000

Maturity Date:

April 10, 2030

Trade Date:

April 15, 2026

Original Issue Date

(Settlement):

April 17, 2026 (T+2)

Interest Accrual Date:

April 17, 2026

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.250%

All-in Price:

99.750%

Net Proceeds to Issuer:

$498,750,000

Base Rate:

Compounded SOFR (calculated by reference to the SOFR Index in accordance with the specific formula described in the above-referenced preliminary pricing supplement). As further described in the above-referenced preliminary pricing supplement, interest on the Floating Rate Senior Notes Due 2030 will accrue based on a backward-shifted observation period.

Spread (Plus or Minus):

Plus 0.970% (to be added to the accrued interest factor for an Interest Payment Period)

Index Currency:

U.S. Dollars

Interest Calculation:

As further described in the above-referenced preliminary pricing supplement, the amount of interest accrued and payable on the Floating Rate Senior Notes Due 2030 for each Interest Payment Period will be equal to the outstanding principal amount of the Floating Rate Senior Notes Due 2030 multiplied by the product of: (a) the sum of the accrued interest factor described in the above-referenced preliminary pricing supplement 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 Determination Dates:

The second U.S. Government Securities Business Day prior to each Interest Payment Date

Interest Payment Periods:

Quarterly.

Interest on the Floating Rate Senior Notes Due 2030 will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Original Issue Date. Interest will accrue to but excluding the next Interest Payment Date or, if the Issuer elects to redeem Floating Rate Senior Notes Due 2030, the redemption date for such Floating Rate Senior Notes Due 2030

Observation Period:

In respect of an Interest Payment Period, the period from and including two U.S. Government Securities Business Days preceding the first date of the Interest Payment Period to but excluding two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Payment Period (or, in the final Interest Payment Period, preceding the Maturity Date or, in the case of the redemption of Floating Rate Notes Due 2030, preceding the redemption date); provided that the first Observation Period shall be from and including two

U.S. Government Securities Business Days preceding the Original Issue Date to but excluding two U.S. Government Securities Business Days preceding the first Interest Payment Date

Interest Payment Dates:

Each January 10, April 10, July 10 and October 10, commencing July 10, 2026 to and including the Maturity Date or, if the Issuer elects to redeem Floating Rate Senior Notes Due 2030, the redemption date for such Floating Rate Senior Notes Due 2030. If any scheduled Interest Payment Date is not a business day, the Issuer will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or redemption date 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.

Day Count Convention:

Actual/360

Optional Redemption:

The Issuer may, at its option, redeem Floating Rate Senior Notes Due 2030, (i) in whole but not in part, on April 10, 2029 or (ii) in whole at any time or in part from time to time, on or after March 10, 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 such Floating Rate Senior Notes Due 2030 to but excluding the redemption date. For the avoidance of doubt, if Floating Rate Senior Notes Due 2030 are redeemed in part, the determination of accrued and unpaid interest on such Floating Rate Senior Notes Due 2030 (determined using a final Interest Payment Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on 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 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:

61748U AU6

ISIN:

US61748UAU60

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. LLC and such other agents as shall be named in the Pricing Supplement for the Floating Rate Senior Notes Due 2030.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

Issuer:

Morgan Stanley

Principal Amount:

$2,500,000,000

Maturity Date:

April 10, 2030

Trade Date:

April 15, 2026

Original Issue Date (Settlement):

April 17, 2026 (T+2)

Interest Accrual Date:

April 17, 2026

Issue Price (Price to Public):

100.000%

Net Proceeds to Issuer:

$2,493,750,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding April 10, 2029

Floating Rate Period:

From and including April 10, 2029 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 4.555% per annum; during the Floating Rate Period, as described in the specific formula described in the above-referenced preliminary pricing supplement

Base Rate:

Compounded SOFR (calculated by reference to the SOFR Index in accordance with the specific formula described in the above-referenced preliminary pricing supplement). As further described in the above-referenced preliminary pricing supplement, during the Floating Rate Period, interest on the Fixed/Floating Rate Notes Due 2030 will accrue based on a backward-shifted observation period.

Spread (Plus or Minus):

Plus 0.960% (to be added to the accrued interest factor for an Interest Payment Period)

Index Currency:

U.S. Dollars

Interest Calculation:

As further described in the above-referenced preliminary pricing supplement, 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 factor described in the above-referenced preliminary pricing supplement 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 Determination Dates:

With respect to the July 10, 2029 Interest Payment Date and each Interest Payment Date thereafter, the second U.S. Government Securities Business Day prior to such Interest Payment Date

Interest Payment Periods:

During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly.

Interest on the Fixed/Floating Rate Senior Notes Due 2030 will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Original Issue Date. Interest will accrue to but excluding the next Interest Payment 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

Observation Period:

In respect of an Interest Payment Period during the Floating Rate Period, the period from and including two U.S. Government Securities Business Days preceding the first date of the Interest Payment Period to but excluding two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Payment Period (or, in the final Interest Payment Period, preceding the Maturity Date or, in the case of the redemption of Fixed/Floating Rate Notes Due 2030, preceding the redemption date)

Interest Payment Dates:

With respect to the Fixed Rate Period, each April 10 and October 10, commencing October 10, 2026 to and including April 10, 2029; with respect to the Floating Rate Period, each January 10, April 10, July 10 and October 10, commencing July 10, 2029 to and including 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 any scheduled Interest Payment Date is not a business day, the Issuer will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or redemption date 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.

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 October 19, 2026 and prior to April 10, 2029, in whole at any time or in part from time to time, on at least 3 business days’ but not more than 60 calendar 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 April 10, 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 April 10, 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 April 10, 2029 or (ii) in whole at any time or in part from time to time, on or after March 10, 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 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 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:

61748U AV4

ISIN:

US61748UAV44

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. 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:

April 16, 2032

Trade Date:

April 15, 2026

Agents’ Commission:

0.350%

All-in Price:

99.650%

Net Proceeds to Issuer:

$3,238,625,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding April 16, 2031

Floating Rate Period:

From and including April 16, 2031 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 4.809% per annum; during the Floating Rate Period, as described in the specific formula described in the above-referenced preliminary pricing supplement

Base Rate:

Compounded SOFR (calculated by reference to the SOFR Index in accordance with the specific formula described in the above-referenced preliminary pricing supplement). As further described in the above-referenced preliminary pricing supplement, during the Floating Rate Period, interest on the Fixed/Floating Rate Notes Due 2032 will accrue based on a backward-shifted observation period.

Spread (Plus or Minus):

Plus 1.180% (to be added to the accrued interest factor for an Interest Payment Period)

Index Currency:

U.S. Dollars

Interest Calculation:

As further described in the above-referenced preliminary pricing supplement, during the Floating Rate Period, the amount of interest accrued and payable on the Fixed/Floating Rate Senior Notes Due 2032 for each Interest Payment Period will be equal to the outstanding principal amount of the Fixed/Floating Rate Senior Notes Due 2032 multiplied by the product of: (a) the sum of the accrued interest factor described in the above-referenced preliminary pricing supplement 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 Determination Dates:

With respect to the July 16, 2031 Interest Payment Date and each Interest Payment Date thereafter, the second U.S. Government Securities Business Day prior to such Interest Payment Date

Interest Payment Periods:

During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly.

Interest on the Fixed/Floating Rate Senior Notes Due 2032 will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Original Issue Date. Interest will accrue to but excluding the next Interest Payment Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2032, the redemption date for such Fixed/Floating Rate Senior Notes Due 2032

Observation Period:

In respect of an Interest Payment Period during the Floating Rate Period, the period from and including two U.S. Government Securities Business Days preceding the first date of the Interest Payment Period to but excluding two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Payment Period (or, in the final Interest Payment Period, preceding the Maturity Date or, in the case of the redemption of Fixed/Floating Rate Notes Due 2032, preceding the redemption date)

Interest Payment Dates:

With respect to the Fixed Rate Period, each April 16 and October 16, commencing October 16, 2026 to and including April 16, 2031; with respect to the Floating Rate Period, each January 16, April 16, July 16 and October 16, commencing July 16, 2031 to and including the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2032, the redemption date for such Fixed/Floating Rate Senior Notes Due 2032. If any scheduled Interest Payment Date is not a business day, the Issuer will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or redemption date 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.

Day Count Convention:

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

Optional Redemption:

Rate Senior Notes Due 2032 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 2032 to be redeemed and (b) the present values of the scheduled payments of interest on such Fixed/Floating Rate Senior Notes Due 2032 to be redeemed that would have been payable from the date of redemption to April 16, 2031 (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 2032 to be redeemed as if the Fixed/Floating Rate Senior Notes Due 2032 matured on April 16, 2031 (“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 2032, (i) in whole but not in part, on April 16, 2031 or (ii) in whole at any time or in part from time to time, on or after March 16, 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 such Fixed/Floating Rate Senior Notes Due 2032 to but excluding the redemption date. For the avoidance of doubt, if Fixed/Floating Rate Senior Notes Due 2032 are redeemed in part, the determination of accrued and unpaid interest on such Fixed/Floating Rate Senior Notes Due 2032 (determined using a final Interest Payment Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on Fixed/Floating Rate Senior Notes Due 2032 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 2032 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:

61748U AW2

ISIN:

US61748UAW27

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. LLC and such other agents as shall be named in the Pricing Supplement for the Fixed/Floating Rate Senior Notes Due 2032.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

Issuer:

Morgan Stanley

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.450%

All-in Price:

99.550%

Net Proceeds to Issuer:

$3,733,125,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding April 10, 2036

Floating Rate Period:

From and including April 10, 2036 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 5.296% per annum; during the Floating Rate Period, as described in the specific formula described in the above-referenced preliminary pricing supplement

Base Rate:

Compounded SOFR (calculated by reference to the SOFR Index in accordance with the specific formula described in the above-referenced preliminary pricing supplement). As further described in the above-referenced preliminary pricing supplement, during the Floating Rate Period, interest on the Fixed/Floating Rate Notes Due 2037 will accrue based on a backward-shifted observation period.

Spread (Plus or Minus):

Plus 1.410% (to be added to the accrued interest factor for an Interest Payment Period)

Index Currency:

U.S. Dollars

Interest Calculation:

As further described in the above-referenced preliminary pricing supplement, during the Floating Rate Period, the amount of interest accrued and payable on the Fixed/Floating Rate Senior Notes Due 2037 for each Interest Payment Period will be equal to the outstanding principal amount of the Fixed/Floating Rate Senior Notes Due 2037 multiplied by the product of: (a) the sum of the accrued interest factor described in the above-referenced preliminary pricing supplement 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 Determination Dates:

With respect to the July 10, 2036 Interest Payment Date and each Interest Payment Date thereafter, the second U.S. Government Securities Business Day prior to such Interest Payment Date

Interest Payment Periods:

During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly.

Interest on the Fixed/Floating Rate Senior Notes Due 2037 will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Original Issue Date. Interest will accrue to but excluding the next Interest Payment Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2037, the redemption date for such Fixed/Floating Rate Senior Notes Due 2037

Observation Period:

In respect of an Interest Payment Period during the Floating Rate Period, the period from and including two U.S. Government Securities Business Days preceding the first date of the Interest Payment Period to but excluding two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Payment Period (or, in the final Interest Payment Period, preceding the Maturity Date or, in the case of the redemption of Fixed/Floating Rate Notes Due 2037, preceding the redemption date)

Interest Payment Dates:

With respect to the Fixed Rate Period, each April 10 and October 10, commencing October 10, 2026 to and including April 10, 2036; with respect to the Floating Rate Period, each January 10, April 10, July 10 and October 10, commencing July 10, 2036 to and including the Maturity Date or, if the Issuer elects to redeem Fixed/Floating Rate Senior Notes Due 2037, the redemption date for such Fixed/Floating Rate Senior Notes Due 2037. If any scheduled Interest Payment Date is not a business day, the Issuer will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or redemption date 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.

Day Count Convention:

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

Optional Redemption:

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 2037 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 2037 to be redeemed and (b) the present values of the scheduled payments of interest on such Fixed/Floating Rate Senior Notes Due 2037 to be redeemed that would have been payable from the date of redemption to April 10, 2036 (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 20 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 2037 to be redeemed as if the Fixed/Floating Rate Senior Notes Due 2037 matured on April 10, 2036 (“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 2037, (i) in whole but not in part, on April 10, 2036 or (ii) in whole at any time or in part from time to time, on or after January 10, 2037, 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 such Fixed/Floating Rate Senior Notes Due 2037 to but excluding the redemption date. For the avoidance of doubt, if Fixed/Floating Rate Senior Notes Due 2037 are redeemed in part, the determination of accrued and unpaid interest on such Fixed/Floating Rate Senior Notes Due 2037 (determined using a final Interest Payment Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on Fixed/Floating Rate Senior Notes Due 2037 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 2037 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:

61748U AX0

ISIN:

US61748UAX00

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. LLC and such other agents as shall be named in the Pricing Supplement for the Fixed/Floating Rate Senior Notes Due 2037.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg