摩根士丹利美股招股说明书(2025-11-04版)

GLOBAL MEDIUM-TERM NOTES, SERIES JEuro Floating Rate Senior Registered Notes Due 2029Euro Fixed/Floating Rate Senior Registered Notes Due 2031Euro Fixed/Floating Rate Senior Registered Notes Due 2036 We, Morgan Stanley, may redeem the Global Medium-Term Notes, Series J, Euro Floating Rate Senior Registered Notes Due 2029 (the“floating rate notes due 2029”) (i) (a) in whole but not in part, on May, 2028, or (b) in whole at any time or in part from time to time, on orafter April, 2029, in each case at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interestthereon to but excluding the redemption date, in accordance with the provisions described in the accompanying prospectus under the heading“Description of Debt Securities—Redemption and Repurchase of Debt Securities—Notice of Redemption,” as supplemented by the provisions belowunder the heading “Optional Redemption” and (ii) under the circumstances described under “DescriptionofNotes—TaxRedemption” in theaccompanying prospectus supplement.We may redeem the Global Medium-Term Notes, Series J, Euro Fixed/Floating Rate Senior Registered NotesDue 2031 (the “fixed/floating rate notes due 2031”) (i) in whole or in part at any time on or after May, 2026 and prior to November, 2030 in accordance with the provisions described in the accompanying prospectus under the heading “Description of Debt Securities—Redemptionand Repurchase of Debt Securities—Optional Make-whole Redemption of Debt Securities,” as supplemented by the provisions below, (ii) (a) inwhole but not in part, on November, 2030, or (b) in whole at any time or in part from time to time, on or after August, 2031, in each caseat a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to but excluding theredemption date, in accordance with the provisions described in the accompanying prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Notice of Redemption,” as supplemented by the provisions below under the heading “OptionalRedemption” and (iii) under the circumstances described under “DescriptionofNotes—TaxRedemption” in the accompanying prospectussupplement.We may redeem the Global Medium-Term Notes, Series J, Euro Fixed/Floating Rate Senior Registered Notes Due 2036 (the“fixed/floating rate notes due 2036” and, together with the floating rate notes due 2029 and the fixed/floating rate notes due 2031, the “notes”) (i)in whole or in part at any time on or after May, 2026 and prior to November, 2035 in accordance with the provisions described inthe accompanying prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Optional Make-whole Redemption of Debt Securities,” as supplemented by the provisions below, (ii) (a) in whole but not in part, on November, 2035, or (b)in whole at any time or in part from time to time, on or after August, 2036, in each case at a redemption price equal to 100% of the principalamount to be redeemed plus accrued and unpaid interest thereon to but excluding the redemption date, in accordance with the provisions describedin the accompanying prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Notice ofRedemption,” as supplemented by the provisions below under the heading “Optional Redemption” and (iii) under the circumstances describedunder “DescriptionofNotes—TaxRedemption” in the accompanying prospectus supplement. Application will be made to the Financial Conduct Authority (the “FCA”) (in its capacity as competent authority for the purposes of Part VI ofthe Financial Services and Markets Act 2000, as amended (the “FSMA”)) for each of the notes described herein to be admitted to the Official List ofthe FCA and application will also be made to the London Stock Exchange plc for such notes to be admitted to trading on the Main Market of theLondon Stock Exchange plc after the original issue date. No assurance can be given that such applications will be granted. We describe the basic features of the notes in the section of the accompanying prospectus supplement called “Description of Notes,” subject toand as modified by the provisions described below. In addition, we describe the basic features of the floating rate notes due 2029 in the section of theaccompanying prospectus called “Description of Debt Securities—Floating Rate Debt Securities,” subject to and as modified by the provisionsdescribed below. We describe the basic features of each of the fixed/floating rate notes due 2031 and the fixed/floating rate notes due 2036 during therespective Fixed Rate Period (as defined below) in the section of the accompanying prospectus called “Description of Debt Securities—Fixed RateDebt Securities” and during the respective Floating Rate Period (as defined below) in the section of the accompanying prospectus called“Description of Deb