摩根士丹利美股招股说明书(2026-07-16版)

Morgan Stanley Finance LLC Fixed to Floating Rate Callable Notes due 2036Based Inversely on the Secured Overnight Financing Rate (SOFR) (Using a Daily Compounding Calculation Method) Fully and Unconditionally Guaranteed by Morgan StanleyAs further described below, we, Morgan Stanley Finance LLC (“MSFL”), will redeem the notes in accordance with the risk neutral valuation model determination noted herein. Any redemptionpayment will be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date.Subject to the call feature, during the floating interest rate period (as defined below), the interest rate on the notes will be based inversely on the Secured Overnight Financing Rate (“SOFR”),compounded daily over a quarterly interest payment period in accordance with the specific formula described under “Description of Debt Securities—SOFR Debt Securities” in theaccompanying prospectus. We refer to this compounded SOFR rate as the base rate. Interest will accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date toJuly 31, 2028: at a rate of 8.00% per annum and (ii) from July 31, 2028 to maturity: at a variable rate per annum equal to the difference between 8.00% and the base rate, subject to theminimum interest rate of 0.00% per annum, as determined on the interest payment period end-date for the relevant interest payment period (or the rate cut-off date for the final interestpayment period). During the floating interest rate period, the interest rate is inversely linked to the base rate and will be close or equal to zero if the base rate approaches or reaches 8.00%.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. The Secured Overnight Financing Rate (compounded daily over a quarterly interest payment period in accordance with the specific formula described in the accompanying prospectus) (“compoundedSOFR”). As further described in the accompanying 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 suchday 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 willbe 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. Please see “Description of DebtSecurities—SOFR Debt Securities” in the accompanying prospectus. Each January 31, April 30, July 31 and October 31, commencing October 2026 to and including July 31, 2028;providedthat if any such day is not a business day, that interest payment will be made onthe next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day. Fixed to Floating Rate Callable Notes due 2036 Based Inversely on the Secured Overnight Financing Rate (SOFR)(Using a Daily Compounding Calculation Method) Fixed to Floating Rate Callable Notes due 2036 Based Inversely on the Secured Overnight Financing Rate (SOFR)(Using a Daily Compounding Calculation Method) The Notes The notes offered are debt securities of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. From the original issue date until July 31, 2028, interest on the notes will accrueand be payable quarterly, in arrears, at 8.00% per annum, and thereafter, during the floating interest rate period,interest on the notes will accrue and be payable quarterly, in arrears, at a variable rate per annum equal to thedifference between 8.00% and the base rate, subject to the minimum interest rate of 0.00% per annum, asdetermined on the interest payment period end-date for the relevant interest payment period (or the rate cut-offdate for the final interest payment period). The base rate is SOFR, compounded daily over a quarterly interestpayment period, as further described under “Description of Debt Securities—SOFR Debt Securities” in theaccompanying prospectus. During the floating interest rate period, the interest rate is inversely linked to the baserate and will be close or equal to z