MS Morgan Stanley

Issuer:

Morgan Stanley

Principal Amount:

€1,750,000,000

Maturity Date:

October 26, 2029

Trade Date:

October 21, 2020

Original Issue Date (Settlement):

October 26, 2020 (T+3)

Interest Accrual Date:

October 26, 2020

Issue Price (Price to Public):

100.00%

Agents’ Commission:

0.45%

All-in Price:

99.55%

Net Proceeds to Issuer:

€1,742,125,000

Fixed Rate Period:

From and including the Original Issue Date to but excluding October 26, 2028

Floating Rate Period:

From and including October 26, 2028 to but excluding the Maturity Date

Interest Rate:

During the Fixed Rate Period, 0.495% per annum; during the Floating Rate Period, the Base Rate plus 0.867% (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 0.867%

Index Maturity:

Three months

Interest Reset Dates:

Each Interest Payment Date commencing October 26, 2028, provided that the October 26, 2028 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 October 26, commencing October 26, 2021 to and including October 26, 2028; with respect to the Floating Rate Period, each January 26, April 26, July 26 and October 26, commencing January 26, 2029 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 April 26, 2021 and prior to October 26, 2028, 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).

In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on October 26, 2028, or (ii) in whole at any time or in part from time to time, on or after July 26, 2029, 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 Regulated Market after the Original Issue Date.  No assurance can be given that such applications will be granted.

ISIN:

XS2250008245

Common Code:

225000824

Form:

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

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. 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.

Prohibition of Sales to EEA and UK Retail Investors:

Applicable

MiFID II professionals/ECPs-only:

Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

No PRIIPs KID:

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