摩根士丹利美股招股说明书(2025-09-16版)

Morgan Stanley Finance LLC Floating Rate Notes due 2032Based on the Secured Overnight Financing Rate (SOFR) (Using a Daily Compounding Calculation Method) Fully and Unconditionally Guaranteed by Morgan StanleyThe interest rate on the notes will be based on the Secured Overnight Financing Rate (“SOFR”), compounded daily over a quarterly interest payment period in accordance with thespecific formula described under “Description of Debt Securities—SOFR Debt Securities” in the accompanying prospectus. We refer to this compounded SOFR rate as the base rate.Interest will accrue and be payable on the notes quarterly, in arrears, at a variable rate per annum equal to the base rateplus0.62%, subject to the minimum interest rate of 0.10% perannum, as determined on the interest payment period end-date for the relevant interest payment period (or the rate cut-off date for the final interest payment period).SOFR has been identified by the Federal Reserve Bank of New York’s Alternative Reference Rates Committee as its recommended alternative to U.S. dollar LIBOR for certain financialcontracts and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. For a description of SOFR, see “Secured OvernightFinancing Rate” below. Publication of SOFR began on April 3, 2018 and it therefore has a limited history. Any failure of SOFR to maintain market acceptance could adversely affect thenotes. For further discussion of risks related to the notes, including these and other risks related to the fact that the base rate is determined by reference to SOFR, see “Risk Factors”beginning on page 6.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and Each March 17, June 17, September 17 and December 17, commencing December 2025 and ending on the maturity date;providedthat if anyscheduled interest payment period end-date, other than the maturity date, falls on a day that is not a business day, it will be postponed to the followingbusiness day. If the scheduled final interest payment period end-date for the notes (i.e., the maturity date) falls on a day that is not a business day, thepayment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period fromand after the scheduled final interest payment period end-date.The second business day following each interest payment period end-date;providedthat the interest payment date with respect to the final interest The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing supplement or the accompanying prospectussupplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.You should read this document together with the related prospectus supplement and prospectus,each of which can be accessed via the hyperlinks below. When you read the accompanying prospectus supplement, please note that all references in such supplement to the prospectus dated November16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable.Prospectus Supplement datedNovember 16,2023Prospectus datedApril 12, 2024The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, orguaranteed by, a bank. Floating Rate Notes due 2032 Based on the Secured Overnight Financing Rate (SOFR)(Using a Daily Compounding Calculation Method) Floating Rate Notes due 2032 Based on the Secured Overnight Financing Rate (SOFR)(Using a Daily Compounding Calculation Method) The Notes The notes are debt securities of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. Interest on the notes will accrue and be payable quarterly, in arrears, at a variable rate per annum equal to the base rateplus0.62%, subject to the minimum interest rate of 0.10% per annum, as determined on the interest payment period end-date forthe relevant interest payment period (or the rate cut-off date for the final interest payment period). The base rate is SOFR,compounded daily over a quarterly interest payment period, as further described under “Description of Debt Securities—SOFRDebt Securities” in the accompanying prospectus. We describe the basic features of the notes in the sections of the accompanying prospectus called “Description of DebtSecurities—Floating Rate Debt Securities” and prospectus supplement called “Description of Notes,” in each case s