SEC Form FWP filed by Morgan Stanley

Issuer:

Morgan Stanley

Principal Amount:

€1,500,000,000

Maturity Date:

April 5, 2028

Trade Date:

April 15, 2025

Original Issue Date (Settlement):

April 22, 2025 (T+3)

Interest Accrual Date:

April 22, 2025

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.250%

All-in Price:

99.750%

Net Proceeds to Issuer:

€1,496,250,000

Base Rate:

EURIBOR

Spread (plus or minus):

Plus 1.000%

Index Maturity:

Three months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Each January 5, April 5, July 5 and October 5, commencing July 5, 2025

Initial Interest Rate:

The Base Rate plus 1.000%; to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding the Original Issue Date

Initial Interest Reset Date:

July 5, 2025

Interest Reset Dates:

Each Interest Payment Date

Interest Reset Period:

Quarterly

Day Count Convention:

Actual/360

Optional Redemption:

The Issuer may, at its option, redeem the notes, (i) in whole but not in part, on April 5, 2027, or (ii) in whole at any time or in part from time to time, on or after March 5, 2028, on at least 5 but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus.  If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Tax Redemption and Payment of

Additional Amounts:

Yes

Specified Currency:

Euro (“€”)

Minimum Denominations:

€100,000 and integral multiples of €1,000 in excess thereof

Business Days:

London, TARGET Settlement Day and New York

Listing:

Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Main Market

 

ISIN:

XS3057365895

Common Code:

305736589

Form:

Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)

Issuer Ratings*:

A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / A (high) (DBRS)

(Stable / Stable / Stable / Stable / Positive)

Agents:

Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement.  MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”).  MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.  MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.

No EEA PRIIPs KID:

No EEA PRIIPs key information document (KID)  has been prepared as the notes are not available to retail investors in EEA.

UK MiFIR professionals/ECPs-only /

No UK PRIIPs KID:

 

Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).  No UK PRIIPs key information document (KID)  has been prepared as the notes are not available to retail investors in UK.

Issuer:

Morgan Stanley

Principal Amount:

€1,500,000,000

Maturity Date:

May 22, 2031

Trade Date:

April 15, 2025

Original Issue Date (Settlement):

April 22, 2025 (T+3)

Interest Accrual Date:

April 22, 2025

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.350%

All-in Price:

99.650%

Net Proceeds to Issuer:

€1,494,750,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding May 22, 2030

Floating Rate Period:

From and including May 22, 2030 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 3.521% per annum; during the Floating Rate Period, the Base Rate plus 1.315% (to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding each Interest Reset Date)

Base Rate:

EURIBOR

Spread (plus or minus):

Plus 1.315%

Index Maturity:

Three months

Interest Reset Dates:

Each Interest Payment Date commencing May 22, 2030, provided that the May 22, 2030 Interest Reset Date shall not be adjusted for a non-Business Day

Interest Reset Period:

Quarterly

Interest Payment Periods:

During the Fixed Rate Period, annual; during the Floating Rate Period, quarterly

Interest Payment Dates:

With respect to the Fixed Rate Period, each May 22, commencing May 22, 2025 to and including May 22, 2030; with respect to the Floating Rate Period, each February 22, May 22, August 22 and November 22, commencing August 22, 2030 to and including the Maturity Date

Day Count Convention:

During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/360

Optional Redemption:

 

Optional Make-Whole Redemption, on or after October 24, 2025 and prior to May 22, 2030, in whole at any time or in part from time to time, as described in the below-referenced pricing supplement (spread to reinvestment rate: plus 20 basis points).

Notwithstanding the definition of “reference security” in the below-referenced preliminary pricing supplement, “reference security” means the German government bond bearing interest at a rate of 2.40 per cent per annum and maturing on 18 April 2030 with ISIN DE000BU25042.

In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on May 22, 2030, or (ii) in whole at any time or in part from time to time, on or after February 22, 2031, on at least 5 but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus.  If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Tax Redemption and Payment of

Additional Amounts:

Yes

Specified Currency:

Euro (“€”)

Minimum Denominations:

€100,000 and integral multiples of €1,000 in excess thereof

Business Days:

London, TARGET Settlement Day and New York

Listing:

 

Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Main Market after the Original Issue Date.  No assurance can be given that such applications will be granted.

ISIN:

XS3057365549

Common Code:

305736554

Form:

Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)

Issuer Ratings*:

A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / A (high) (DBRS)

(Stable / Stable / Stable / Stable / Positive)

Agents:

Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement.  MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”).  MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.  MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.

No EEA PRIIPs KID:

UK MiFIR professionals/ECPs-only / No UK PRIIPs KID:

 

Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).  No UK PRIIPs key information document (KID)  has been prepared as the notes are not available to retail investors in UK.

Issuer:

Morgan Stanley

Principal Amount:

€1,000,000,000

Maturity Date:

May 22, 2036

Trade Date:

April 15, 2025

Original Issue Date (Settlement):

April 22, 2025 (T+3)

Interest Accrual Date:

April 22, 2025

Issue Price (Price to Public):

100.000%

Agents’ Commission:

0.450%

All-in Price:

99.550%

Net Proceeds to Issuer:

€995,500,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding May 22, 2035

Floating Rate Period:

From and including May 22, 2035 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 4.099% per annum; during the Floating Rate Period, the Base Rate plus 1.553% (to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding each Interest Reset Date)

Base Rate:

EURIBOR

Spread (plus or minus):

Plus 1.553%

Index Maturity:

Three months

Interest Reset Dates:

Each Interest Payment Date commencing May 22, 2035, provided that the May 22, 2035 Interest Reset Date shall not be adjusted for a non-Business Day

Interest Reset Period:

Quarterly

Interest Payment Periods:

During the Fixed Rate Period, annual; during the Floating Rate Period, quarterly

Interest Payment Dates:

With respect to the Fixed Rate Period, each May 22, commencing May 22, 2025 to and including May 22, 2035; with respect to the Floating Rate Period, each February 22, May 22, August 22 and November 22, commencing August 22, 2035 to and including the Maturity Date

Day Count Convention:

During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/360

Optional Redemption:

 

Optional Make-Whole Redemption, on or after October 24, 2025 and prior to May 22, 2035, in whole at any time or in part from time to time, as described in the below-referenced pricing supplement (spread to reinvestment rate: plus 25 basis points).

In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on May 22, 2035, or (ii) in whole at any time or in part from time to time, on or after February 22, 2036, on at least 5 but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus.  If the notes are redeemed prior to their stated

 

Tax Redemption and Payment of

Additional Amounts:

Yes

Specified Currency:

Euro (“€”)

Minimum Denominations:

€100,000 and integral multiples of €1,000 in excess thereof

Business Days:

London, TARGET Settlement Day and New York

Listing:

 

Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Main Market after the Original Issue Date.  No assurance can be given that such applications will be granted.

ISIN:

XS3057365465

Common Code:

305736546

Form:

Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)

Issuer Ratings*:

A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / A (high) (DBRS)

(Stable / Stable / Stable / Stable / Positive)

Agents:

Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement.  MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”).  MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.  MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.

No EEA PRIIPs KID:

No EEA PRIIPs key information document (KID)  has been prepared as the notes are not available to retail investors in EEA.

UK MiFIR professionals/ECPs-only /
 No UK PRIIPs KID:

Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).  No UK PRIIPs key information document (KID)  has been prepared as the notes are not available to retail investors in UK.