MS Morgan Stanley

Interest Payment Period End-Dates:

With respect to the Floating Rate Period, the 21st of each January, April, July and October, commencing January 2025 and ending on the Maturity Date or, if the Issuer elects to redeem notes, ending on the redemption date for such notes; provided that if any scheduled Interest Payment Period End-Date, other than the Maturity Date or, if the Issuer elects to redeem notes, the redemption date for such notes, falls on a day that is not a business day, it will be postponed to the following business day, except that, if that business day would fall in the next calendar month, the Interest Payment Period End-Date will be the immediately preceding business day. If the scheduled final Interest Payment Period End-Date (i.e., the Maturity Date or, if the Issuer elects to redeem notes, the redemption date for such notes) falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Period End-Date

Interest Payment Dates:

With respect to the Fixed Rate Period, each April 21 and October 21, commencing April 21, 2021 to and including October 21, 2024; with respect to the Floating Rate Period, the second business day following each Interest Payment Period End-Date; provided that the Interest Payment Date with respect to the final Interest Payment Period will be the Maturity Date or, if the Issuer elects to redeem notes, the redemption date for such notes. If the scheduled Maturity Date or redemption date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or redemption date

Rate Cut-Off Date:

The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as applicable

Day Count Convention:

During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360

Optional Redemption:

Optional Make-Whole Redemption, on or after April 21, 2021 and prior to October 21, 2024, in whole at any time or in part from time to time, on at least 5 but not more than 30 days’ prior notice, as described in the below-referenced Prospectus under the heading “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Optional Make-Whole Redemption of Debt Securities,” provided that (A) the make-whole redemption price shall be equal to the greater of: (i) 100% of the principal amount of such notes to be redeemed and (ii) the sum of (a) the present value of the payment of principal on such notes to be redeemed and (b) the present values of the scheduled payments of interest on such notes to be redeemed that would have been payable from the date of redemption to October 21, 2024 (not including any portion of such payments of interest accrued to the date of redemption), each discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis points, as calculated by the premium calculation agent; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date and (B) “comparable treasury issue” means the U.S. Treasury security selected by the premium calculation agent as having a maturity comparable to the remaining term of the notes to be redeemed as if the notes matured on October 21, 2024 (“remaining life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining life

In addition, the Issuer may, at its option, redeem notes, (i) in whole but not in part, on October 21, 2024 or (ii) in whole at any time or in part from time to time, on or after September 21, 2025, 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 such notes to but excluding the redemption date. For the avoidance of doubt, if notes are redeemed in part, the determination of accrued and unpaid interest on such notes (determined using a final Interest Payment Date, final Interest Payment Period End-Date and Rate Cut-Off Date relating to the redemption) shall have no effect on the determination of accrued and unpaid interest on notes that are not so redeemed. 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

Specified Currency:

U.S. Dollars (“$”)

Minimum Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

Business Day:

New York

Use of Proceeds:

As described under “Use of Proceeds” in the above-referenced preliminary pricing supplement for the notes, we expect that our consolidated subsidiaries will allocate funds in aggregate amounts equal to the net proceeds from the sale of the notes to our past, ongoing and/or future eligible affordable housing projects as described therein.

CUSIP:

617446 8R3

ISIN:

US6174468R33

Issuer Ratings*:

A2 (Moody’s) / BBB+ (Standard & Poor’s) / A (Fitch) / A (R&I) / A (high) (DBRS)
(Stable / Stable / Negative / Stable / Stable)

Agents:

Morgan Stanley & Co. LLC and such other agents as shall be named in the Pricing Supplement for the notes.

Global Settlement:

Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

Prohibition of Sales to EEA Retail Investors:

Applicable