摩根士丹利美股招股说明书(2025-10-17版)

GLOBAL MEDIUM-TERM NOTES, SERIES IFloating Rate Senior Notes Due 2029Fixed/Floating Rate Senior Notes Due 2029Floating Rate Senior Notes Due 2031Fixed/Floating Rate Senior Notes Due 2031Fixed/Floating Rate Senior Notes Due 2036 We, Morgan Stanley, are offering the notes described below on a global basis. We may redeem the Global Medium-Term Notes, Series I,Floating Rate Senior Notes Due 2029 (the “floating rate notes due 2029”), (i) in whole but not in part, on October, 2028 or (ii) in whole atany time or in part from time to time, on or after September, 2029, in each case at a redemption price equal to 100% of the principal amountto be redeemed plus accrued and unpaid interest thereon (calculated as described below) to but excluding the redemption date, in accordance withthe provisions described in the accompanying prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of DebtSecurities—Notice of Redemption,” as supplemented by the provisions below under the heading “Optional Redemption.” We may redeem some or allof the Global Medium-Term Notes, Series I, Fixed/Floating Rate Senior Notes Due 2029 (the “fixed/floating rate notes due 2029”) at any time on orafter April, 2026 and prior to October, 2028 in accordance with the provisions described in the accompanying prospectus under theheading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Optional Make-whole Redemption of Debt Securities,” assupplemented by the provisions below. We also may redeem the fixed/floating rate notes due 2029, (i) in whole but not in part, on October,2028 or (ii) in whole at any time or in part from time to time, on or after September, 2029, in each case at a redemption price equal to 100%of the principal amount to be redeemed plus accrued and unpaid interest thereon (calculated as described below) to but excluding the redemptiondate, in accordance with the provisions described in the accompanying prospectus under the heading “Description of Debt Securities—Redemptionand Repurchase of Debt Securities—Notice of Redemption,” as supplemented by the provisions below under the heading “Optional Redemption.” Wemay redeem the Global Medium-Term Notes, Series I, Floating Rate Senior Notes Due 2031 (the “floating rate notes due 2031”), (i) in whole but notin part, on October, 2030 or (ii) in whole at any time or in part from time to time, on or after September, 2031, in each case at aredemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon (calculated as described below) tobut excluding the redemption date, in accordance with the provisions described in the accompanying prospectus under the heading “Description ofDebt Securities—Redemption and Repurchase of Debt Securities—Notice of Redemption,” as supplemented by the provisions below under theheading “Optional Redemption.” We may redeem some or all of the Global Medium‑Term Notes, Series I, Fixed/Floating Rate Senior Notes Due2031 (the “fixed/floating rate notes due 2031”) at any time on or after April, 2026 and prior to October, 2030 in accordance with theprovisions described in the accompanying prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of DebtSecurities—Optional Make-whole Redemption of Debt Securities,” as supplemented by the provisions below. We also may redeem the fixed/floatingrate notes due 2031, (i) in whole but not in part, on October, 2030 or (ii) in whole at any time or in part from time to time, on or afterSeptember, 2031, in each case at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interestthereon (calculated as described below) to but excluding the redemption date, in accordance with the provisions described in the accompanyingprospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Notice of Redemption,” assupplemented by the provisions below under the heading “Optional Redemption.” We may redeem some or all of the Global Medium‑Term Notes,Series I, Fixed/Floating Rate Senior Notes Due 2036 (the “fixed/floating rate notes due 2036” and, together with the floating rate notes due 2029,the fixed/floating rate notes due 2029, the floating rate notes due 2031 and the fixed/floating rate notes due 2031, the “notes”) at any time on or afterApril, 2026 and prior to October, 2035 in accordance with the provisions described in the accompanying prospectus under theheading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Optional Make-whole Redemption of Debt Securities,” assupplemented by the provisions below. We also may redeem the fixed/floating rate notes due 2036, (i) in whole but not in part, on October,2035 or (ii) in whole at any time or in part from time to time, on or after July, 2036, in each case at a redemption price equal to 100% of theprincipal amount to be redeemed plus accrued and unpai