8-K - MS - Equibles

CIK:	0001666268

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 23, 2025

MorganStanley<br><br> <br>(Exact name of registrant<br>as specified in its charter)	MorganStanley Finance LLC<br><br> <br>(Exact name of registrant<br>as specified in its charter)
Delaware<br><br> <br>(State or<br>other jurisdiction of incorporation or organization)	Delaware<br><br> <br>(State or<br>other jurisdiction of incorporation or organization)
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1-11758<br><br> <br>(Commission<br>File Number)	1-37698<br><br> <br>(Commission<br>File Number)
36-3145972<br><br> <br>(I.R.S. Employer<br>Identification No.)	36-3145972<br><br> <br>(I.R.S. Employer<br>Identification No.)

1585 Broadway

New York, New York

(Address of principal executive offices)

10036

(Zip Code)

Registrant’s telephone number, including area code: (212) 761-4000

Not Applicable

(Former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MS	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series A, $0.01 par value	MS/PA	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, $0.01 par value	MS/PE	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, $0.01 par value	MS/PF	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $0.01 par value	MS/PI	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, $0.01 par value	MS/PK	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 4.875% Non-Cumulative Preferred Stock, Series L, $0.01 par value	MS/PL	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series O, $0.01 par value	MS/PO	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.500% Non-Cumulative Preferred Stock, Series P, $0.01 par value	MS/PP	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.625% Non-Cumulative Preferred Stock, Series Q, $0.01 par value	MS/PQ	New York Stock Exchange
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)	MS/26C	New York Stock Exchange
Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)	MS/29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
Morgan Stanley	☐
Morgan Stanley Finance LLC	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Morgan Stanley	☐
Morgan Stanley Finance LLC	☐

Item 8.01 Other Events.

On September 23, 2025, Morgan Stanley, a Delaware corporation, approved a Form of Master Note to be used in connection with offerings of certain debt securities of Global Medium-Term Notes, Series I that may be issued under the Senior Indenture among Morgan Stanley, as issuer, and The Bank of New York Mellon, as trustee, dated November 1, 2004 (as previously supplemented and amended). A copy of such form is attached as Exhibit 4.1 hereto.

On September 23, 2025, Morgan Stanley Finance LLC, a Delaware limited liability company, approved a Form of Master Note to be used in connection with offerings of certain debt securities of Global Medium-Term Notes, Series A that may be issued under the Senior Indenture among Morgan Stanley Finance LLC, as issuer, Morgan Stanley, as guarantor, and The Bank of New York Mellon, as trustee, dated February 16, 2016 (as previously supplemented and amended). A copy of such form is attached as Exhibit 4.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are part of this Report on Form 8-K:

4.1	Form of Master Note for Morgan Stanley Global Medium-Term Notes, Series I.
4.2	Form of Master Note for Morgan Stanley Finance LLC Global Medium-Term Notes, Series A.
5	Opinion of Davis Polk & Wardwell LLP.
23	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 hereto).
101	Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”).
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:	September 23, 2025
MORGAN STANLEY
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By:	/s/ Kevin Sheehan
	Name:	Kevin Sheehan
	Title:	Assistant Treasurer
MORGAN STANLEY FINANCE LLC
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By:	/s/ Aaron Page
	Name:	Aaron Page
	Title:	Secretary and Counsel

Exhibit 4.1

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

MORGAN STANLEY

SENIOR NOTE

SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES I

(Master Note)

This Note is a master note, which term means a Registered Global Security within the meaning specified in the Senior Indenture (as defined on the reverse hereof) that provides for incorporation therein of the terms of one or more obligations of Morgan Stanley, a Delaware corporation (together with its successors and assigns, the “Issuer”) (each such obligation, a “Supplemental Obligation”) by reference to the Related Prospectuses (as defined below).

With respect to each Supplemental Obligation under this Note, the Issuer, for value received, hereby promises to pay to CEDE & Co., or registered assignees, the amounts due, if any, thereon whether in cash, securities or other property, together with unpaid accrued interest thereon, if any, in each case as specified in the applicable Related Prospectus.

Any return on this Note that may be deemed to be interest shall in no event be higher than the maximum rate permitted by New York law, as it may be modified by U.S. law of general application.

Each Supplemental Obligation shall mean the obligation of the Issuer, the terms of which are and shall be incorporated into this Note and reflected in the applicable pricing supplement relating to such Supplemental Obligation (each, a “Related Pricing Supplement”) and any product supplement(s), index supplement(s), prospectus supplement(s) and prospectus(es) referenced in the Related Pricing Supplement (however titled) (together with the Related Pricing Supplement, a “Related Prospectus”). Each Related Prospectus is on file with the Trustee and/or the Paying Agent (each as defined on the reverse hereof) hereinafter referred to and is identified in the records of the Trustee and/or the Paying Agent. With respect to each Supplemental Obligation, the terms of such Supplemental Obligation contained in the Related Prospectus are hereby incorporated by reference and are deemed to be a part of this Note as of the original issue date, settlement date or similar date (however described) specified in the relevant Related Pricing Supplement; provided, however, that for the avoidance of doubt, no hypothetical examples, risk factors, historical information or other information not considered to be terms of such Supplemental Obligation provided or incorporated by reference in the Related Prospectus shall be used to determine the terms of such Supplemental Obligation.

(Face of Certificate continued on next page)

Payment of the principal of, premium, if any, and interest with respect to each Supplemental Obligation due at maturity (or any redemption or repayment date), unless such Supplemental Obligation is denominated in a Specified Currency other than U.S. dollars and is to be paid in whole or in part in such Specified Currency, will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine, in U.S. dollars. U.S. dollar payments of interest, other than interest due at maturity or on any date of redemption or repayment, will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register. A holder of U.S. $10,000,000 (or the equivalent in a Specified Currency) or more in aggregate principal amount of Supplemental Obligations having the same Interest Payment Date, the interest on which is payable in U.S. dollars, shall be entitled to receive payments of interest, other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date.

If any Supplemental Obligation is denominated in a Specified Currency other than U.S. dollars, and the holder does not elect (in whole or in part) to receive payment in U.S. dollars pursuant to the next succeeding paragraph, payments of principal, premium, if any, or interest with respect to such Supplemental Obligation will be made by wire transfer of immediately available funds to an account maintained by the holder hereof with a bank located outside the United States if appropriate wire transfer instructions have been received by the Paying Agent in writing, with respect to payments of interest, on or prior to the fifth Business Day prior to the applicable Record Date and, with respect to payments of principal or any premium, at least ten Business Days prior to the Maturity Date or any redemption or repayment date, as the case may be; provided that, if payment of interest, principal or any premium with regard to such Supplemental Obligation is payable in euro, the account must be a euro account in a country for which the euro is the lawful currency, provided, further, that if such wire transfer instructions are not received, such payments will be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as such address shall appear in the Note register; and provided, further, that payment of the principal of, premium, if any, and interest with respect to such Supplemental Obligation due at maturity (or on any redemption or repayment date) will be made upon surrender of this Note at the office or agency referred to in the preceding paragraph.

If so indicated in the applicable Related Prospectus, the holder of this Note, with respect to a Supplemental Obligation denominated in a Specified Currency other than U.S. dollars, may elect to receive all or a portion of payments on such Supplemental Obligation in U.S. dollars by transmitting a written request to the Paying Agent, on or prior to the fifth Business Day prior to such Record Date or at least ten Business Days prior to the Maturity Date or any redemption or repayment date, as the case may be. Such election shall remain in effect unless such request is revoked by written notice to the Paying Agent as to all or a portion of payments on such Supplemental Obligation at least five Business Days prior to such Record Date, for payments of interest, or at least ten calendar days prior to the Maturity Date or any redemption or repayment date, for payments of principal, as the case may be.

If the holder elects to receive all or a portion of payments of principal of, premium, if any, and interest with respect to a Supplemental Obligation under this Note, if denominated in a Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as defined on the reverse hereof) will convert such payments into U.S. dollars. In the event of such an election, payment in respect of such Supplemental Obligation under this Note will be based upon the exchange rate as determined by the Exchange Rate Agent based on the highest bid quotation in The City of New York received by such Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the amount of the Specified Currency payable in the absence of such an election to such holder and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, such payment will be made in the Specified Currency. All currency exchange costs will be borne by the holder by deductions from such payments.

(Face of Certificate continued on next page)

Notwithstanding any other provision of this Note, whenever the provisions hereof require that this Note be surrendered against payment with respect to a Supplemental Obligation, such surrender may be effected by means of an appropriate adjustment in the records of the Trustee and/or the Paying Agent (as applicable) and, in such circumstances, this Note need not actually be surrendered.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and in the Related Prospectus, which further provisions in the Related Prospectus are incorporated herein by reference, and which further provisions shall in each case and for all purposes have the same effect as if set forth at this place.

With respect to each Supplemental Obligation, every term of this Note is subject to modification, amendment or elimination through the incorporation of the applicable Related Prospectus by reference, whether or not the phrase “unless otherwise provided in the Related Prospectus” or language of similar import precedes the term of this Note so modified, amended or eliminated. It is the intent of the parties hereto and each holder of an interest herein that, in the case of any conflict between the applicable Related Prospectus and the terms herein, the Related Prospectus shall control over the terms herein with respect to the relevant Supplemental Obligation. Without limiting the foregoing, in the case of each Supplemental Obligation, the holders of this Note are directed to the applicable Related Prospectus for a description of certain terms of such Supplemental Obligation, including the manner of determining the amounts due, if any, on such Supplemental Obligation and the date or dates, if any, on which amounts due, if any, on such Supplemental Obligation are to be paid.

The principal amount of each Supplemental Obligation under this Note shall be as specified in the applicable Related Pricing Supplement.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature (which signature may be entered on such certificate electronically), this Note shall not be entitled to any benefit under the Senior Indenture or be valid or obligatory for any purpose. The Issuer and the Trustee hereby agree that the authentication of this Note by the Trustee or an Authenticating Agent shall be deemed to be due authentication pursuant to the Senior Indenture with respect to each Supplemental Obligation evidenced by this Note and the execution and delivery of an Issuer Order with respect to a Supplemental Obligation by an authorized officer of the Issuer shall be deemed to be due execution pursuant to the Senior Indenture with respect to such Supplemental Obligation.

Unless otherwise noted, all terms used in this Note that are not defined in this Note but are defined in the Senior Indenture shall have the meanings assigned to them in the Senior Indenture.

(Face of Certificate continued on next page)

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

DATED: September 23, 2025	MORGAN STANLEY
	By:	/s/ Maria Berezhkova
		Name:	Maria Berezhkova
		Title:	Authorized Signatory
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
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This is one of the Notes referred to in the within-mentioned Senior Indenture.
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Sherma Thomas
	Authorized Signatory

REVERSE OF NOTE

SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES I

This Note is one of a duly authorized issue of Senior Global Medium-Term Notes, Series I (the “Notes”), of the Issuer. The Notes are issuable under a Senior Indenture, dated as of November 1, 2004, between the Issuer and The Bank of New York Mellon, a New York banking corporation (as successor Trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Trustee (the “Trustee,” which term includes any successor trustee under the Senior Indenture) as supplemented by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of September 10, 2008, a Fourth Supplemental Senior Indenture dated as of December 1, 2008, a Fifth Supplemental Senior Indenture dated as of April 1, 2009, a Sixth Supplemental Senior Indenture dated as of September 16, 2011, a Seventh Supplemental Senior Indenture dated as of November 21, 2011, an Eighth Supplemental Senior Indenture dated as of May 4, 2012, a Ninth Supplemental Senior Indenture dated as of March 10, 2014, a Tenth Supplemental Senior Indenture dated as of January 11, 2017 and an Eleventh Supplemental Senior Indenture dated as of March 24, 2021 (as the same may be further amended or supplemented from time to time, the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) at its corporate trust office in The City of New York as the paying agent (the “Paying Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Senior Indenture. To the extent not inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference herein.

This Note and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without preference or priority among themselves and pari passu with all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency.

This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and each Supplemental Obligation, if denominated in U.S. dollars, unless otherwise stated above, is issuable only in denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof. If any Supplemental Obligation is denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, it is issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by reference to the noon dollar buying rate in The City of New York for cable transfers of such Specified Currency published by the Federal Reserve Bank of New York (the “Market Exchange Rate”) on the Business Day immediately preceding the date of issuance. Unless the context otherwise requires, the term “series” shall mean Supplemental Obligations having the same CUSIP number.

The Trustee has been appointed registrar for the Notes (the “Registrar,” which term includes any successor registrar appointed by the Issuer), and the Registrar will maintain at its office in The City of New York a register for the registration and transfer of Notes. This Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and duly executed by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Senior Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Notes will be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered holder in person or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

In case this Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new Note in exchange for this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer that this Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

The Senior Indenture provides that (a) if an Event of Default (as defined in the Senior Indenture) due to the default in payment of principal of, premium, if any, or interest on any series of debt securities issued under the Senior Indenture shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the securityholders, may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately and (b) if an Event of Default due to certain events of bankruptcy, insolvency or reorganization of the Issuer shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under the Senior Indenture, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the securityholders, may declare the principal of all such debt securities and interest accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal or premium, if any, or interest on such debt securities) by the holders of a majority in aggregate principal amount of the debt securities of all affected series then outstanding.

If a Supplemental Obligation is subject to “Tax Redemption” and “Payment of Additional Amounts” as indicated in the applicable Related Prospectus, such Supplemental Obligation may be redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount, together with accrued interest to the date fixed for redemption, if the Issuer determines that, as a result of any change in or amendment to the laws (including a holding, judgment or as ordered by a court of competent jurisdiction), or any regulations or rulings promulgated thereunder, of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment occurs, becomes effective or, in the case of a change in official position, is announced on or after the Initial Offering Date, the Issuer has or will become obligated to pay Additional Amounts, as defined below, under this Note with respect to such Supplemental Obligation as described below. Prior to the giving of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee (i) a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred, and (ii) an opinion of independent legal counsel satisfactory to the Trustee to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment under this Note with respect to such Supplemental Obligation were then due.

Notice of redemption will be given not less than 30 nor more than 60 calendar days prior to the date fixed for redemption or within the Redemption Notice Period specified in the applicable Related Prospectus, which date and the applicable redemption price will be specified in the notice.

If a Supplemental Obligation is subject to “Tax Redemption and Payment of Additional Amounts” as indicated in the applicable Related Prospectus, the Issuer will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the “Additional Amounts”) to the holder of this Note (relating to such Supplemental Obligation) with respect to any interest in such Supplemental Obligation held by a registered holder who is a U.S. Alien as may be necessary in order that every net payment of the principal of and interest and any other amounts payable under this Note with respect to such Supplemental Obligation, after withholding or deduction for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States, or any political subdivision or taxing authority of or in the United States, will not be less than the amount provided for under this Note for such Supplemental Obligation to be then due and payable. The Issuer will not, however, make any payment of Additional Amounts for or on account of:

·	any present or future tax, assessment or other governmental<br>charge that would not have been so imposed but for:
o	the existence of any present or former connection between<br>the beneficial owner of an interest in such Supplemental Obligation, or between a fiduciary, settlor, beneficiary, member or shareholder<br>of the beneficial owner, if the beneficial owner is an estate, a trust, a partnership or a corporation for U.S. federal income tax purposes,<br>and the United States, including, without limitation, the beneficial owner, or the fiduciary, settlor, beneficiary, member or shareholder,<br>being or having been a citizen or resident of the United States or being or having been engaged in the conduct of a trade or business<br>or present in the United States or having, or having had, a permanent establishment in the United States; or
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o	the presentation by or on behalf of the beneficial owner of<br>an interest in such Supplemental Obligation for payment on a date more than 15 days after the date on which payment became due and payable<br>or the date on which payment with respect to such Supplemental Obligation is duly provided for, whichever occurs later;
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·	any estate, inheritance, gift, sales, transfer, excise or<br>personal property tax or any similar tax, assessment or governmental charge;
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·	any tax, assessment or other governmental charge imposed<br>by reason of the beneficial owner’s past or present status as a controlled foreign corporation or passive foreign investment company<br>with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax or as a private foundation<br>or other tax-exempt organization;
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·	any tax, assessment or other governmental charge that is<br>payable otherwise than by withholding or deduction from payments on or in respect of such Supplemental Obligation;
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·	any tax, assessment or other governmental charge required<br>to be withheld by any Paying Agent from any payment of principal of, or interest on, such Supplemental Obligation, if payment can be<br>made without withholding by at least one other Paying Agent;
·	any tax, assessment or other governmental charge imposed<br>solely because the beneficial owner of an interest in such Supplemental Obligation (1) is a bank purchasing such Supplemental Obligation<br>in the ordinary course of its lending business or (2) is a bank that is neither (A) buying such Supplemental Obligation for investment<br>purposes nor (B) buying such Supplemental Obligation for resale to a third party that either is not a bank or holding such Supplemental<br>Obligation for investment purposes only;
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·	any tax, assessment or other governmental charge that would<br>not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality,<br>residence, identity or connection with the United States of the beneficial owner of an interest in such Supplemental Obligation, if compliance<br>is required by statute or by regulation of the United States or of any political subdivision or taxing authority of or in the United<br>States as a precondition to relief or exemption from the tax, assessment or other governmental charge;
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·	any tax, assessment or other governmental charge imposed<br>or collected pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any intergovernmental<br>agreements entered into in connection with the implementation of such sections of the Code, or any fiscal or regulatory legislation,<br>rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections<br>of the Code;
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·	any tax, assessment or other governmental charge imposed<br>pursuant to Section 871(m) of the Code and any applicable Treasury regulations promulgated thereunder or published administrative guidance<br>implementing such section;
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·	any tax, assessment or other governmental charge imposed<br>by reason of the beneficial owner’s past or present status as the actual or constructive owner of 10% or more of the total combined<br>voting power of all classes of stock entitled to vote of the Issuer or as a direct or indirect subsidiary of the Issuer; or
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·	any combination of the items listed above.
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Nor will the Issuer pay Additional Amounts with respect to any payment with respect to any interest in such Supplemental Obligation to a U.S. Alien who is a fiduciary or partnership or other than the sole beneficial owner of the payment to the extent the payment would be required by the laws of the United States (or any political subdivision of the United States) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary or a member of the partnership or a beneficial owner who would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner held its interest in such Supplemental Obligation directly.

The Senior Indenture permits the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series issued under the Senior Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (i) extend the final maturity of any such debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or change the currency of payment thereof, or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy, or modify or amend the provisions for conversion of any currency into any other currency, or modify or amend the provisions for conversion or exchange of the debt security for securities of the Issuer or other entities or for other property or the cash value of the property (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof), or alter certain provisions of the Senior Indenture relating to debt securities not denominated in U.S. dollars, or impair or affect the rights of any holder of any series to institute suit for the payment thereof or (ii) reduce the aforesaid percentage in principal amount of debt securities of any series the consent of the holders of which is required for any such supplemental indenture.

Except as set forth below, if the principal of, premium, if any, or interest with respect to any Supplemental Obligation under this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the Issuer for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Issuer or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Issuer will be entitled to satisfy its obligations to the holder of this Note, with respect to such Supplemental Obligation, by making such payments in U.S. dollars on the basis of the Market Exchange Rate on the date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date; provided, however, that if the euro has been substituted for such Specified Currency, the Issuer may at its option (or shall, if so required by applicable law) without the consent of the holder of this Note, with respect to such Supplemental Obligation, effect the payment of principal of, premium, if any, or interest on such Supplemental Obligation under this Note denominated in such Specified Currency in euro in lieu of such Specified Currency in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty establishing the European Community, as amended. Any payment made under such circumstances in U.S. dollars or euro where the required payment is in an unavailable Specified Currency will not constitute an Event of Default. If such Market Exchange Rate is not then available to the Issuer or is not published for a particular Specified Currency, the Market Exchange Rate will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the date of such payment from three recognized foreign exchange dealers (the “Exchange Dealers”) for the purchase by the quoting Exchange Dealer of the Specified Currency for U.S. dollars for settlement on the payment date, in the aggregate amount of the Specified Currency payable to those holders or beneficial owners of this Note, with respect to such Supplemental Obligation, and at which the applicable Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the Issuer. If those bid quotations are not available, the Exchange Rate Agent shall determine the market exchange rate at its sole discretion.

The “Exchange Rate Agent” shall be Morgan Stanley & Co. LLC, unless otherwise indicated in the applicable Related Prospectus.

All determinations referred to above made by, or on behalf of, the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of any Supplemental Obligation evidenced by this Note.

So long as this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of, premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so designated. If any European Union Directive on the taxation of savings comes into force, the Issuer will, to the extent possible as a matter of law, maintain a Paying Agent in a Member State of the European Union that will not be obligated to withhold or deduct tax pursuant to any such Directive or any law implementing or complying with, or introduced in order to conform to, such Directive.

With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of, premium, if any, or interest on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the Issuer and any person claiming such moneys shall thereafter look only to the Issuer for payment thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer may have to pay the principal of, premium, if any, or interest on this Note as the same shall become due.

No provision of this Note or of the Senior Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this Note.

Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, premium, if any, or interest with respect to each Supplemental Obligation under this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of any successor, either directly or through the Issuer or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note and each Supplemental Obligation shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

As used herein, the term “U.S. Alien” means any person who is, for U.S. federal income tax purposes, (i) a nonresident alien individual, (ii) a foreign corporation, (iii) a foreign trust as defined by the Internal Revenue Code of 1986, as amended or (iv) a foreign partnership one or more of the members of which is, for U.S. federal income tax purposes, a nonresident alien individual, a foreign corporation or a nonresident alien fiduciary of a foreign estate or trust.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument or in the Related Prospectus, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT	-		Custodian
---	---	---	---	---
		(Minor)		(Cust)
Under Uniform Gifts to Minors Act
---	---
	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________ attorney to transfer such Note on the books of the Issuer, with full power of substitution in the premises.

Dated: _______________________

NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Issuer to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned at

(Please print or typewrite name and address of the undersigned)

If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the holder elects to have repaid: _________________; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): __________________.

Dated:
	NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

Exhibit 4.2

MORGAN STANLEY FINANCE LLC

SENIOR NOTE

SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES A

(Master Note)

Fully and Unconditionally Guaranteed by Morgan Stanley

This Note is a master note, which term means a Registered Global Security within the meaning specified in the Senior Indenture (as defined on the reverse hereof) that provides for incorporation therein of the terms of one or more obligations of Morgan Stanley Finance LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”) (each such obligation, a “Supplemental Obligation”) by reference to the Related Prospectuses (as defined below).

Any payment due on, including any property deliverable under, this Note is fully and unconditionally guaranteed (the “Guarantee”) by Morgan Stanley, a Delaware corporation (the “Guarantor”). Any return on this Note that may be deemed to be interest shall in no event be higher than the maximum rate permitted by New York law, as it may be modified by U.S. law of general application.

Each Supplemental Obligation shall mean the obligation of the Issuer (and the Guarantee as applicable thereto), the terms of which are and shall be incorporated into this Note and reflected in the applicable pricing supplement relating to such Supplemental Obligation (each, a “Related Pricing Supplement”) and any product supplement(s), index supplement(s), prospectus supplement(s) and prospectus(es) referenced in the Related Pricing Supplement (however titled) (together with the Related Pricing Supplement, a “Related Prospectus”). Each Related Prospectus is on file with the Trustee and/or the Paying Agent (each as defined on the reverse hereof) hereinafter referred to and is identified in the records of the Trustee and/or the Paying Agent. With respect to each Supplemental Obligation (and the Guarantee as applicable thereto), the terms of such Supplemental Obligation contained in the Related Prospectus are hereby incorporated by reference and are deemed to be a part of this Note (including the Guarantee) as of the original issue date, settlement date or similar date (however described) specified in the relevant Related Pricing Supplement; provided, however, that for the avoidance of doubt, no hypothetical examples, risk factors, historical information or other information not considered to be terms of such Supplemental Obligation provided or incorporated by reference in the Related Prospectus shall be used to determine the terms of such Supplemental Obligation.

(Face of Certificate continued on next page)

With respect to each Supplemental Obligation, every term of this Note (including the Guarantee) is subject to modification, amendment or elimination through the incorporation of the applicable Related Prospectus by reference, whether or not the phrase “unless otherwise provided in the Related Prospectus” or language of similar import precedes the term of this Note so modified, amended or eliminated. It is the intent of the parties hereto and each holder of an interest herein that, in the case of any conflict between the applicable Related Prospectus and the terms herein, the Related Prospectus shall control over the terms herein with respect to the relevant Supplemental Obligation (and the Guarantee as applicable thereto). Without limiting the foregoing, in the case of each Supplemental Obligation, the holders of this Note are directed to the applicable Related Prospectus for a description of certain terms of such Supplemental Obligation (and the Guarantee as applicable thereto), including the manner of determining the amounts due, if any, on such Supplemental Obligation and the date or dates, if any, on which amounts due, if any, on such Supplemental Obligation are to be paid.

The principal amount of each Supplemental Obligation under this Note shall be as specified in the applicable Related Pricing Supplement.

Unless otherwise noted, all terms used in this Note that are not defined in this Note but are defined in the Senior Indenture shall have the meanings assigned to them in the Senior Indenture.

(Face of Certificate continued on next page)

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

DATED: September 23, 2025	MORGAN STANLEY FINANCE LLC
	By:	/s/ Maria Berezhkova
		Name:	Maria Berezhkova
		Title:	Authorized Signatory
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
---	---
This is one of the Notes referred to in the within-mentioned Senior Indenture.
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Sherma Thomas
	Authorized Signatory

REVERSE OF NOTESENIOR GLOBAL MEDIUM-TERM NOTE, SERIES A

This Note is one of a duly authorized issue of Senior Global Medium-Term Notes, Series A (the “Notes”), of the Issuer. The Notes are issuable under a Senior Indenture, dated as of February 16, 2016, among the Issuer, the Guarantor and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee,” which term includes any successor trustee under the Senior Indenture) as supplemented by a First Supplemental Senior Indenture dated as of November 16, 2017 (as the same may be further amended or supplemented from time to time, the “Senior Indenture”), to which Senior Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Guarantor, the Trustee and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed The Bank of New York Mellon at its corporate trust office in The City of New York as the paying agent (the “Paying Agent,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Senior Indenture. To the extent not inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference herein.

This Note and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without preference or priority among themselves and paripassu with all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency. Any payment due on, including any property deliverable under, this Note is fully and unconditionally guaranteed by the Guarantor on an unsecured basis.

In case this Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new Note in exchange for this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Trustee, the Issuer and the Guarantor that this Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

If a Supplemental Obligation is subject to “Tax Redemption” and “Payment of Additional Amounts” as indicated in the applicable Related Prospectus, such Supplemental Obligation may be redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount, together with accrued interest to the date fixed for redemption (except that if such Supplemental Obligation is subject to “Modified Payment upon Acceleration, Repayment or Redemption” as indicated in the applicable Related Prospectus, the amount of principal so payable will be limited to the aggregate principal amount multiplied by the sum of the Issue Price (expressed as a percentage of the aggregate principal amount) plus the original issue discount accrued from the Interest Accrual Date to the date of redemption (expressed as a percentage of the aggregate principal amount), with the amount of original issue discount accrued being calculated using a constant yield method (as described above)), if the Issuer determines that, as a result of any change in or amendment to the laws (including a holding, judgment or as ordered by a court of competent jurisdiction), or any regulations or rulings promulgated thereunder, of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment occurs, becomes effective or, in the case of a change in official position, is announced on or after the Initial Offering Date, the Issuer has or will become obligated to pay Additional Amounts, as defined below, under this Note with respect to such Supplemental Obligation as described below. Prior to the giving of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee (i) a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred, and (ii) an opinion of independent legal counsel satisfactory to the Trustee to such effect based on such statement of facts; providedthat no such notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment under this Note with respect to such Supplemental Obligation were then due.

If a Supplemental Obligation is subject to “Tax Redemption” and “Payment of Additional Amounts” as indicated in the applicable Related Prospectus, the Issuer will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the “AdditionalAmounts”) to the holder of this Note (relating to such Supplemental Obligation) with respect to any interest in such Supplemental Obligation held by a beneficial owner who is a U.S. Alien (as defined below) as may be necessary in order that every net payment of the principal of and interest and any other amounts payable under this Note with respect to such Supplemental Obligation, after withholding or deduction for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States, or any political subdivision or taxing authority of or in the United States, will not be less than the amount provided for under this Note for such Supplemental Obligation to be then due and payable. The Issuer will not, however, make any payment of Additional Amounts with respect to any interest in such Supplemental Obligation held by any beneficial owner who is a U.S. Alien (as defined below) for or on account of:

·	any present or future tax, assessment or other governmental charge that would not have been so imposed<br>but for:
o	the existence of any present or former connection between the beneficial owner of an interest in such<br>Supplemental Obligation, or between a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner, if the beneficial<br>owner is an estate, a trust, a partnership or a corporation for U.S. federal income tax purposes, and the United States, including, without<br>limitation, the beneficial owner, or the fiduciary, settlor, beneficiary, member or shareholder, being or having been a citizen or resident<br>of the United States or being or having been engaged in the conduct of a trade or business or present in the United States or having,<br>or having had, a permanent establishment in the United States; or
---	---
o	the presentation by or on behalf of the beneficial owner of an interest in such Supplemental Obligation<br>for payment on a date more than 15 days after the date on which payment became due and payable or the date on which payment with respect<br>to such Supplemental Obligation is duly provided for, whichever occurs later;
---	---
·	any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax, assessment<br>or governmental charge;
---	---
·	any tax, assessment or other governmental charge imposed by reason of the beneficial owner’s past<br>or present status as a controlled foreign corporation or passive foreign investment company with respect to the United States or as a<br>corporation that accumulates earnings to avoid U.S. federal income tax or as a private foundation or other tax-exempt organization;
---	---
·	any tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction<br>from payments on or in respect of such Supplemental Obligation;
---	---

·	any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any<br>payment of principal of, or interest on, such Supplemental Obligation, if payment can be made without withholding by at least one other<br>Paying Agent;
·	any tax, assessment or other governmental charge imposed solely because the holder or the beneficial owner<br>of an interest in such Supplemental Obligation (1) is a bank purchasing such Supplemental Obligation in the ordinary course of its lending<br>business or (2) is a bank that is neither (A) buying such Supplemental Obligation for investment purposes nor (B) buying such Supplemental<br>Obligation for resale to a third party that either is not a bank or holding such Supplemental Obligation for investment purposes only;
---	---
·	any tax, assessment or other governmental charge that would not have been imposed but for the failure<br>to comply with certification, information or other reporting requirements concerning the nationality, residence, identity or connection<br>with the United States of the beneficial owner of an interest in such Supplemental Obligation, if compliance is required by statute or<br>by regulation of the United States or of any political subdivision or taxing authority of or in the United States as a precondition to<br>relief or exemption from the tax, assessment or other governmental charge;
---	---
·	any tax, assessment or other governmental charge imposed or collected pursuant to Sections 1471 through<br>1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any intergovernmental agreements entered into in<br>connection with the implementation of such sections of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant<br>to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;
---	---
·	any tax, assessment or other governmental charge imposed pursuant to Section 871(m) of the Code and any<br>applicable Treasury regulations promulgated thereunder or published administrative guidance implementing such section;
---	---
·	any tax, assessment or other governmental charge imposed by reason of the beneficial owner’s past<br>or present status as the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock entitled<br>to vote of the Issuer or as a direct or indirect subsidiary of the Issuer; or
---	---
·	any combination of the items listed above.
---	---

In addition, the Issuer will not be required to make any payment of Additional Amounts with respect to any interest in such Supplemental Obligation presented for payment:

·	where such withholding or deduction is imposed on a payment to an individual and is required to be made<br>pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation<br>of savings; or
·	by or on behalf of a beneficial owner who would have been able to avoid such withholding or deduction<br>by presenting this Note to another Paying Agent in a member state of the European Union.
---	---

Nor will the Issuer pay Additional Amounts with respect to any payment with respect to any interest in such Supplemental Obligation to a U.S. Alien who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of the payment to the extent the payment would be required by the laws of the United States (or any political subdivision of the United States) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary or a member of the partnership or interestholder of that limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner held its interest in such Supplemental Obligation directly.

The Senior Indenture permits the Issuer, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series issued under the Senior Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer, the Guarantor and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (i) extend the final maturity of any such debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or change the currency of payment thereof, or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy, or modify or amend the provisions for conversion of any currency into any other currency, or modify or amend the provisions for conversion or exchange of the debt security for securities of the Issuer or other entities or for other property or the cash value of the property (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof), or alter certain provisions of the Senior Indenture relating to debt securities not denominated in U.S. dollars, or impair or affect the rights of any holder of any series to institute suit for the payment thereof, or (except in accordance with Section 13.13 of the Senior Indenture) remove the Guarantee on this Note or (ii) reduce the aforesaid percentage in principal amount of debt securities of any series the consent of the holders of which is required for any such supplemental indenture.

Except as set forth below, if the principal of, premium, if any, or interest with respect to any Supplemental Obligation under this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the Issuer or the Guarantor, if applicable, for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Issuer and the Guarantor, if applicable, or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Issuer or the Guarantor, if applicable, will be entitled to satisfy its obligations to the holder of this Note, with respect to such Supplemental Obligation, by making such payments in U.S. dollars on the basis of the Market Exchange Rate on the date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date; provided, however, that if the euro has been substituted for such Specified Currency, the Issuer or the Guarantor, if applicable, may at its option (or shall, if so required by applicable law) without the consent of the holder of this Note, with respect to such Supplemental Obligation, effect the payment of principal of, premium, if any, or interest on such Supplemental Obligation under this Note denominated in such Specified Currency in euro in lieu of such Specified Currency in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty establishing the European Community, as amended. Any payment made under such circumstances in U.S. dollars or euro where the required payment is in an unavailable Specified Currency will not constitute an Event of Default. If such Market Exchange Rate is not then available to the Issuer or the Guarantor, if applicable, or is not published for a particular Specified Currency, the Market Exchange Rate will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the date of such payment from three recognized foreign exchange dealers (the “Exchange Dealers”) for the purchase by the quoting Exchange Dealer of the Specified Currency for U.S. dollars for settlement on the payment date, in the aggregate amount of the Specified Currency payable to those holders or beneficial owners of this Note, with respect to such Supplemental Obligation, and at which the applicable Exchange Dealer commits to execute a contract. One of the Exchange Dealers providing quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the Issuer or the Guarantor, if applicable. If those bid quotations are not available, the Exchange Rate Agent shall determine the market exchange rate at its sole discretion.

The “Exchange Rate Agent” shall be Morgan Stanley & Co. LLC, unless otherwise indicated in the applicable Related Prospectus.

All determinations referred to above made by, or on behalf of, the Issuer or the Guarantor, if applicable, or by, or on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of any Supplemental Obligation evidenced by this Note.

With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of, premium, if any, or interest on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the Issuer and any person claiming such moneys shall thereafter look only to the Issuer or the Guarantor, as the case may be, for payment thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer may have to pay the principal of, premium, if any, or interest on this Note as the same shall become due.

Prior to due presentment of this Note for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, premium, if any, or interest with respect to each Supplemental Obligation (and the Guarantee as applicable thereto) under this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or the Guarantor or of any successor, either directly or through the Issuer, the Guarantor or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note and each Supplemental Obligation (and the Guarantee as applicable thereto) shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

ABBREVIATIONS

TEN COM	-	as tenants in common
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT	-		Custodian
---	---	---	---	---
		(Minor)		(Cust)
Under Uniform Gifts to Minors Act
---	---
	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

Dated: _______________________

NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

(Please print or typewrite name and address of the undersigned)

Dated:
	NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

Exhibit 5

Davis Polk & Wardwell llp<br><br> <br>450 Lexington Avenue<br><br>New York, NY 10017<br><br> <br>davispolk.com
September 23, 2025
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Morgan Stanley

1585 Broadway

New York, New York 10036

Morgan Stanley Finance LLC

1585 Broadway

New York, New York 10036

Exhibits 5 and 23

OPINION OF DAVIS POLK & WARDWELL LLP

Ladies and Gentlemen:

Morgan Stanley, a Delaware corporation (the “Company”), and Morgan Stanley Finance LLC, a Delaware limited liability company (“MSFL”), has filed with the Securities and Exchange Commission (the “Commission”) a post-effective amendment to a registration statement on Form S-3 (File Nos. 333-275587 and 333-275587-01) (as it may be amended or supplemented from time to time, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), up to $708,684,724,362 (or the equivalent thereof in one or more foreign currencies) aggregate initial offering price of the following securities, as such amount may be increased from time to time upon due authorization by the Company (the “Securities”): (a) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), (b) shares of the Company’s preferred stock, par value $0.01 per share (“Preferred Stock”), to be issued from time to time in one or more series, (c) debt securities of the Company and MSFL (“Debt Securities”), which Debt Securities of MSFL will be fully and unconditionally guaranteed by the Company, (d) warrants of the Company and MSFL to purchase or sell (i) securities issued by the Company or by MSFL, as applicable, or by an entity affiliated or not affiliated with the Company or MSFL, as applicable, a basket of such securities, an index or indices of such securities or any other property, (ii) currencies or (iii) any combination of the foregoing (collectively, the “Warrants”), which Warrants of MSFL will be fully and unconditionally guaranteed by the Company, (e) purchase contracts of the Company and MSFL (“PurchaseContracts”) requiring the holders thereof to purchase or sell (i) securities issued by the Company or by MSFL, as applicable, or by an entity affiliated or not affiliated with the Company or MSFL, as applicable, a basket of such securities, an index or indices of such securities or any other property, (ii) currencies, (iii) commodities or (iv) any combination of the foregoing, which Purchase Contracts issued by MSFL will be fully and unconditionally guaranteed by the Company, (f) Warrants, Purchase Contracts, Common Stock, Preferred Stock, Debt Securities and debt obligations issued by an entity affiliated or not affiliated with the Company or MSFL, as applicable, or any combination thereof that may be offered in the form of Units (“Units”), which Units of MSFL will be fully and unconditionally guaranteed by the Company, (g) an indeterminate number of depositary shares representing fractional interests in shares or multiple shares of the Preferred Stock (the “Depositary Shares”) and (h) guarantees of the Company with respect to the Debt Securities, Warrants, Purchase Contracts and Units to be issued by MSFL under the MSFL Senior Indenture, the MSFL Warrant Agreement, the MSFL Unit Agreement or the MSFL Unit Agreement Without Holders’ Obligations (each as defined below), as applicable. As used herein, the term “Debt Securities” includes Pre-paid Morgan

Stanley Purchase Contracts and Pre-paid MSFL Purchase Contracts (each as defined below) issued under an indenture.

The Debt Securities issued by the Company (including, if any, certain Purchase Contracts issued by the Company that require the holders thereof to satisfy their obligations thereunder when such Purchase Contracts are issued and settled in cash (“Cash-settled Pre-paid Morgan Stanley Purchase Contracts” and, together with Purchase Contracts issued by the Company that contain a similar requirement but do not settle in cash, “Pre-paid Morgan Stanley PurchaseContracts”)), are to be issued from time to time as either (a) senior indebtedness of the Company under a senior indenture dated as of November 1, 2004 between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Trustee (as supplemented by a First Supplemental Senior Indenture dated as of September 4, 2007, a Second Supplemental Senior Indenture dated as of January 4, 2008, a Third Supplemental Senior Indenture dated as of September 10, 2008, a Fourth Supplemental Senior Indenture dated as of December 1, 2008, a Fifth Supplemental Senior Indenture dated as of April 1, 2009, a Sixth Supplemental Senior Indenture dated as of September 16, 2011, a Seventh Supplemental Senior Indenture dated as of November 21, 2011, an Eighth Supplemental Senior Indenture dated as of May 4, 2012, a Ninth Supplemental Senior Indenture dated as of March 10, 2014, a Tenth Supplemental Senior Indenture dated as of January 11, 2017 and an Eleventh Supplemental Senior Indenture dated as of March 24, 2021, and as may be further supplemented or amended from time to time, the “Morgan Stanley Senior Indenture”), which senior indebtedness may include the Company’s Global Medium-Term Notes, Series F, Series I, Series J and Series K (the “Morgan Stanley Senior Notes”), (b) subordinated indebtedness of the Company (the “Morgan Stanley Subordinated Notes”) under a subordinated indenture dated as of October 1, 2004 between the Company and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, National Association), as Trustee (as may be supplemented or amended from time to time, the “Morgan Stanley Subordinated Indenture” and, together with the Morgan Stanley Senior Indenture, the “Morgan Stanley Indentures”). The Warrants issued by the Company, if any, will be issued under the Warrant Agreement dated as of November 1, 2004 (as may be amended from time to time, the “MorganStanley Warrant Agreement”) between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Warrant Agent. The Purchase Contracts issued by the Company (other than Cash-settled Pre-paid Morgan Stanley Purchase Contracts) and Units issued by the Company, if any, may be issued under the Unit Agreement dated as of November 1, 2004 (as may be amended from time to time, the “Morgan Stanley Unit Agreement”) among the Company, The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as Unit Agent, as Collateral Agent, as Trustee and Paying Agent under the Morgan Stanley Senior Indenture, and as Warrant Agent under the Morgan Stanley Warrant Agreement, and the holders from time to time of the Units described therein. Units issued by the Company that do not include Purchase Contracts issued by the Company (or include only Pre-paid Morgan Stanley Purchase Contracts) or otherwise do not involve obligations on the part of the holders of the Units may be issued under the Unit Agreement Without Holders’ Obligations dated as of August 29, 2008 (as may be amended from time to time, the “Morgan Stanley Unit Agreement Without Holders’ Obligations”) between the Company and The Bank of New York Mellon, as Unit Agent, as Trustee and Paying Agent under the Morgan Stanley Senior Indenture, and as Warrant Agent under the Morgan Stanley Warrant Agreement. Depositary Shares representing fractional interests in shares or multiple shares of Preferred Stock, if any, will be issued under a preferred stock deposit agreement to be entered into among the Company, The Bank of New York Mellon, as Depositary, and the holders from time to time of depositary receipts issued thereunder (the “DepositAgreement”).

The Debt Securities issued by MSFL (including, if any, certain Purchase Contracts issued by MSFL that require the holders thereof to satisfy their obligations thereunder when such Purchase Contracts are issued and settled in cash (“Cash-settled Pre-paid MSFL Purchase Contracts” and, together with Purchase Contracts issued by MSFL that contain a similar requirement but do not settle in cash, “Pre-paid MSFL

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Purchase Contracts”)), are to be issued from time to time as senior indebtedness of MSFL under a senior indenture dated as of February 16, 2016, among MSFL, as Issuer, the Company, as Guarantor, and The Bank of New York Mellon, as Trustee (as supplemented by a First Supplemental Senior Indenture dated as of November 16, 2017, and as may be further supplemented or amended from time to time, the “MSFL Senior Indenture” and, together with the Morgan Stanley Indentures, the “Indentures”), which senior indebtedness may include MSFL’s Global Medium-Term Notes, Series A (the “MSFL Senior Notes”). The Warrants issued by MSFL, if any, will be issued under the Warrant Agreement dated as of February 16, 2016 (as may be amended from time to time, the “MSFL Warrant Agreement” and, together with the Company Warrant Agreement, the “Warrant Agreements”) among MSFL, as Issuer, the Company, as Guarantor, and The Bank of New York Mellon, as Warrant Agent. The Purchase Contracts issued by MSFL (other than Cash-settled Pre-paid MSFL Purchase Contracts) and Units issued by MSFL, if any, may be issued under the Unit Agreement dated as of February 16, 2016 (as may be amended from time to time, the “MSFL Unit Agreement” and, together with the Company Unit Agreement, the “UnitAgreements”) among MSFL, as Issuer, the Company, as Guarantor, and The Bank of New York Mellon, as Unit Agent, as Collateral Agent, as Trustee and Paying Agent under the MSFL Senior Indenture, and as Warrant Agent under the MSFL Warrant Agreement, and the holders from time to time of the Units described therein. Units issued by MSFL that do not include Purchase Contracts issued by MSFL (or include only Pre-paid MSFL Purchase Contracts) or otherwise do not involve obligations on the part of the holders of the Units may be issued under the Unit Agreement Without Holders’ Obligations dated as of February 16, 2016 (as may be amended from time to time, the “MSFL Unit Agreement Without Holders’ Obligations” and, together with the Company Unit Agreement Without Holders’ Obligations, the “Unit Agreements Without Holders’ Obligations”) among MSFL, as Issuer, Morgan Stanley, as Guarantor, and The Bank of New York Mellon, as Unit Agent, as Trustee and Paying Agent under the MSFL Senior Indenture, and as Warrant Agent under the MSFL Warrant Agreement.

The Indentures, the Unit Agreements Without Holders’ Obligations and the forms of the Warrant Agreements, the Unit Agreements, the Deposit Agreement, the Debt Securities, the Warrants, the Purchase Contracts, the depositary receipts evidencing the Depositary Shares and the Units are filed or incorporated by reference as exhibits to the Registration Statement.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company or MSFL that we reviewed were and are accurate and (vii) all representations made by the Company or MSFL as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:

When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement against payment therefor (in excess of par value thereof) or upon conversion or exercise of any security offered under the Registration

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Statement (the “Offered Security”), in accordance with the terms of such Offered Security or the instrument governing such Offered Security providing for such conversion or exercise as approved by the Board of Directors of the Company, for the consideration approved by such Board of Directors (which consideration is not less than the par value of the Common Stock), such shares of Common Stock will be validly issued, fully-paid and non-assessable.

2.	When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such series of<br>Preferred Stock proposed to be sold by the Company, including but not limited to the designation of the relative rights, preferences and<br>limitations of such series of Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary of State<br>of the State of Delaware of a Certificate of Designation relating to such series of Preferred Stock, and when such shares of Preferred<br>Stock are issued and delivered in accordance with the applicable underwriting or other agreement against payment therefor (in excess of<br>par value thereof), or upon conversion or exercise of any Offered Security, in accordance with the terms of such Offered Security or the<br>instrument governing such Offered Security providing for such conversion or exercise as approved by the Board of Directors, for the consideration<br>approved by the Board of Directors (which consideration is not less than the par value of the Preferred Stock), such shares of Preferred<br>Stock will be validly issued, fully paid and non-assessable.
3.	When (A) the specific terms of a particular series of Debt Securities to be issued by the Company have been duly authorized and established<br>in accordance with the relevant Morgan Stanley Indenture; (B) in the case of Debt Securities represented by a master note duly executed<br>and authenticated in accordance with such Indenture, (i) such Debt Securities have been duly issued in accordance with such Indenture,<br>(ii) the Trustee and/or a duly appointed paying agent has made, in accordance with the instructions of the Company, the appropriate entries<br>or notations in its records relating to the master note that represents such Debt Securities and (iii) such Debt Securities have been<br>delivered in accordance with the applicable underwriting or other distribution agreement against payment therefor; and (C) in the case<br>of Debt Securities represented by a global note (other than a master note), such Debt Securities have been duly authorized, executed,<br>authenticated, issued and delivered in accordance with (i) such Indenture, and, if such Debt Securities are Morgan Stanley Senior Notes<br>intended to be issued under the New Safekeeping Structure, effectuated by the relevant common safekeeper for Euroclear Bank SA/NV, as<br>operator of the Euroclear System, and Clearstream Banking S.A., in accordance with the Morgan Stanley Senior Indenture, and (ii) the applicable<br>underwriting or other agreement against payment therefor, such Debt Securities will constitute valid and binding obligations of the Company,<br>enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights<br>generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good<br>faith, fair dealing and the lack of bad faith); provided that we express no opinion as to (i) the effect of fraudulent conveyance,<br>fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect<br>or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of such<br>Debt Securities to the extent determined to constitute unearned interest.
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4.	When (A) the specific terms of a particular series of Debt Securities to be issued by MSFL and guaranteed by the Company have been<br>duly authorized and established in accordance with the MSFL Senior Indenture; (B) in the case of Debt Securities represented by a master<br>note duly executed and authenticated in accordance with such Indenture, (i) such Debt Securities have been duly issued in accordance with<br>such Indenture, (ii) the Trustee and/or a duly appointed
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paying agent has made, in accordance with the instructions of MSFL, the appropriate entries or notations in its records relating to the master note that represents such Debt Securities and (iii) such Debt Securities have been delivered in accordance with the applicable underwriting or other distribution agreement against payment therefor; and (C) in the case of Debt Securities represented by a global note (other than a master note), such Debt Securities have been duly authorized, executed, authenticated, issued and delivered in accordance with the MSFL Senior Indenture, as applicable, and the applicable underwriting or other agreement against payment therefor, such Debt Securities will constitute valid and binding obligations of MSFL and the related Guarantee will constitute a valid and binding obligation of the Company, in each case enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided that we express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above, (ii) any provision of the MSFL Senior Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of the Company’s obligation and (iii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of such Debt Securities to the extent determined to constitute unearned interest.

5.	When the specific terms of the Warrants to be issued by the Company have been duly authorized and established in accordance with the<br>Morgan Stanley Warrant Agreement; and such Warrants have been duly authorized, countersigned, executed, issued and delivered in accordance<br>with the Morgan Stanley Warrant Agreement and the applicable underwriting or other agreement against payment therefor, such Warrants will<br>constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy,<br>insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general<br>applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided that we<br>express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions<br>expressed above.
6.	When the specific terms of the Warrants to be issued by MSFL and guaranteed by the Company have been duly authorized and established<br>in accordance with the MSFL Warrant Agreement; and such Warrants have been duly authorized, countersigned, executed, issued and delivered<br>in accordance with the MSFL Warrant Agreement, as applicable, and the applicable underwriting or other agreement against payment therefor,<br>such Warrants will constitute valid and binding obligations of MSFL and the related Guarantee will constitute a valid and binding obligation<br>of the Company, in each case enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting<br>creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,<br>concepts of good faith, fair dealing and the lack of bad faith); provided that we express no opinion as to (i) the effect of fraudulent<br>conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the<br>MSFL Warrant Agreement that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable<br>law by limiting the amount of the Company’s obligation.
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7.	When the specific terms of the Purchase Contracts (other than Pre-paid Purchase Contracts issued under a Morgan Stanley Indenture)<br>and/or the Units to be issued by the Company have
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been duly authorized and established in accordance with the Morgan Stanley Unit Agreement and/or the Morgan Stanley Unit Agreement Without Holders’ Obligations, as applicable; and such Purchase Contracts and Units have been duly authorized, authenticated and/or countersigned, executed, issued and delivered in accordance with the Morgan Stanley Unit Agreement and/or the Morgan Stanley Unit Agreement Without Holders’ Obligations, as applicable, and the applicable underwriting or other agreement against payment therefor, such Purchase Contracts and Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.

8.	When the specific terms of the Purchase Contracts (other than Pre-paid Purchase Contracts issued under the MSFL Senior Indenture)<br>and/or the Units to be issued by MSFL and guaranteed by the Company have been duly authorized and established in accordance with the MSFL<br>Unit Agreement and/or the MSFL Unit Agreement Without Holders’ Obligations, as applicable; and such Purchase Contracts and Units<br>have been duly authorized, authenticated and/or countersigned, executed, issued and delivered in accordance with the MSFL Unit Agreement<br>and/or the MSFL Unit Agreement Without Holders’ Obligations, as applicable, and the applicable underwriting or other agreement against<br>payment therefor, such Purchase Contracts and Units will constitute valid and binding obligations of MSFL and the related Guarantee will<br>constitute a valid and binding obligation of the Company, in each case enforceable in accordance with its terms, subject to applicable<br>bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles<br>of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided<br>that we express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on<br>the conclusions expressed above and (ii) any provision of the MSFL Unit Agreement or the MSFL Unit Agreement Without Holders’ Obligations<br>that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the<br>amount of the Company’s obligation.
9.	When the Deposit Agreement to be entered into in connection with the issuance of any Depositary Shares has been duly authorized, executed<br>and delivered by the Depositary and the Company; the specific terms of the Depositary Shares have been duly authorized and established<br>in accordance with the Deposit Agreement; and such Depositary Shares have been duly authorized, executed, issued and delivered in accordance<br>with the Deposit Agreement and the applicable underwriting or other agreement against payment therefor, such Depositary Shares will constitute<br>legal and valid interests in the corresponding shares of Preferred Stock, subject to applicable bankruptcy, insolvency and similar laws<br>affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including,<br>without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided that we express no opinion as to<br>the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
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When the specific terms of the Purchase Contracts (other than Pre-paid Purchase Contracts issued under the MSFL Senior Indenture) and/or the Units to be issued by MSFL and guaranteed by the Company have been duly authorized and established in accordance with the MSFL Unit Agreement and/or the MSFL Unit Agreement Without Holders’ Obligations, as applicable; and such Purchase Contracts and Units have been duly authorized, authenticated and/or countersigned, executed, issued and delivered in accordance with the MSFL Unit Agreement and/or the MSFL Unit Agreement Without Holders’ Obligations, as applicable, and the applicable underwriting or other agreement against payment therefor, such Purchase Contracts and Units will constitute valid and binding obligations of MSFL and the related Guarantee will constitute a valid and binding obligation of the Company, in each case enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided that we express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Unit Agreement or the MSFL Unit Agreement Without Holders’ Obligations that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of the Company’s obligation.

When the Deposit Agreement to be entered into in connection with the issuance of any Depositary Shares has been duly authorized, executed and delivered by the Depositary and the Company; the specific terms of the Depositary Shares have been duly authorized and established in accordance with the Deposit Agreement; and such Depositary Shares have been duly authorized, executed, issued and delivered in accordance with the Deposit Agreement and the applicable underwriting or other agreement against payment therefor, such Depositary Shares will constitute legal and valid interests in the corresponding shares of Preferred Stock, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith); provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.

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We wish to point out that the opinions in paragraph (‎‎3) above (except as to due authorization of the Debt Securities to be issued by the Company), the opinions in paragraph (‎‎4) above (except as to due authorization of the Debt Securities to be issued by MSFL and guaranteed by the Company), the opinions in paragraph (‎‎5) above (except as to due authorization of the Warrants to be issued by the Company), the

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opinions in paragraph (‎‎6) above (except as to due authorization of the Warrants to be issued by MSFL and guaranteed by the Company), the opinions in paragraph (‎7) above (except as to due authorization of the Purchase Contracts to be issued by the Company (other than Pre-paid Purchase Contracts issued under a Morgan Stanley Indenture) and/or Units to be issued by the Company), the opinions in paragraph (‎‎8) above (except as to due authorization of the Purchase Contracts to be issued by MSFL (other than Pre-paid Purchase Contracts issued under the MSFL Senior Indenture) and/or Units to be issued by MSFL and guaranteed by the Company) and the opinions in paragraph (‎9) above (except as to due authorization of the Depositary Shares) do not address any application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission to the Securities, the payments of principal or interest on which, or any other payment with respect to which, will be determined by reference to one or more currency exchange rates, commodities, securities issued by the Company or by MSFL or by entities affiliated or unaffiliated with the Company or MSFL, baskets of such securities or indices and on such other terms as may be set forth in the relevant pricing supplement specifically relating to the Securities.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such Security, (i) the Board of Directors or Board of Managers, as applicable, or a duly authorized officer of the Company or MSFL, as applicable, shall have duly established the terms of such Security and duly authorized the issuance and sale of such Security and such authorization shall not have been modified or rescinded; (ii) the Company shall remain validly existing as a corporation in good standing under the laws of the State of Delaware; (iii) MSFL shall remain validly existing as a limited liability company in good standing under the laws of the State of Delaware, (iv) the effectiveness of the Registration Statement shall not have been terminated or rescinded; (v) the Indentures, the Warrant Agreements, the Unit Agreements, the Unit Agreements Without Holders’ Obligations, the Deposit Agreement, the Debt Securities, Units, Warrants and Depositary Shares have been duly authorized, executed, authenticated (if applicable), effectuated (if applicable), countersigned (if applicable) and delivered by, and are each valid, binding and enforceable agreements of, each party thereto (other than as expressly covered above in respect of the Company or MSFL, as applicable); (vi) the Deposit Agreement and the Securities will be executed in substantially the form reviewed by us, and (vii) there shall not have occurred any change in law affecting the validity or enforceability of such Security. We have also assumed that the terms of any Security whose terms are established subsequent to the date hereof and the issuance, execution and delivery of, and performance by the Company or MSFL, as applicable, pursuant to, any such Security (a) require no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or MSFL, as applicable.

In connection with our opinion above, we note that, as of the date of this opinion, a judgment for money in an action based on Securities payable in foreign currencies in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency in which a particular Security is payable into United States dollars will depend upon various factors, including which court renders the judgment.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company or MSFL, the documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security.

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We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission on the date hereof and its incorporation by reference into the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In addition, we consent to the following:

(a) If a pricing supplement relating to the offer and sale of any particular Morgan Stanley Senior Note or Morgan Stanley Senior Notes is prepared and filed by the Company with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form:

“In the opinion of Davis Polk & Wardwell LLP, as special counsel to the Company, [when the notes offered by this pricing supplement have been executed and issued by the Company, authenticated by the trustee pursuant to the Senior Indenture [, effectuated by the common safekeeper for Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A.] and delivered against payment as contemplated herein] [when the notes offered by this pricing supplement have been issued by the Company pursuant to the Senior Indenture, the trustee and/or paying agent has made, in accordance with the instructions from the Company, the appropriate entries or notations in its records relating to the master note that represents such notes (the “master note”), and such notes have been delivered against payment as contemplated herein], such notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to [(i)] the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above [and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Indenture and its authentication of the [notes [, the common safekeeper’s effectuation of the notes,]] [master note] and the validity, binding nature and enforceability of the Senior Indenture with respect to the trustee, all as stated in the letter of such counsel dated September 23, 2025, which was filed as an exhibit to a Current Report on Form 8-K by the Company on September 23, 2025. [This opinion is also subject to the discussion, as stated in such letter, of the enforcement of notes denominated in a foreign currency.]”

(b) If a pricing supplement relating to the offer and sale of any particular Morgan Stanley Subordinated Note or Morgan Stanley Subordinated Notes is prepared and filed by the Company with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form:

“In the opinion of Davis Polk & Wardwell LLP, as special counsel to the Company, when the notes offered by this pricing supplement have been executed and issued by the Company, authenticated by the trustee pursuant to the Subordinated Indenture and delivered against payment as contemplated herein, such notes will be valid and binding

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obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to [(i)] the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above [and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Subordinated Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Subordinated Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by the Company on February 26, 2024. [This opinion is also subject to the discussion, as stated in such letter, of the enforcement of notes denominated in a foreign currency.]”

(c) If a pricing supplement relating to the offer and sale of any particular Warrant or Warrants to be issued by the Company is prepared and filed by the Company with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form:

“In the opinion of Davis Polk & Wardwell LLP, as special counsel to the Company, when the warrants offered by this pricing supplement have been executed and issued by the Company, countersigned by the warrant agent pursuant to the Warrant Agreement and delivered against payment as contemplated herein, such warrants will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the warrant agent’s authorization, execution and delivery of the Warrant Agreement and its countersignature to the warrants and the validity, binding nature and enforceability of the Warrant Agreement with respect to the warrant agent, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by the Company on February 26, 2024.”

(d) If a pricing supplement relating to the offer and sale of any particular MSFL Senior Note or MSFL Senior Notes is prepared and filed by MSFL with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form:

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“In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, [when the notes offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Indenture and delivered against payment as contemplated herein] [when the notes offered by this pricing supplement have been issued by MSFL pursuant to the MSFL Senior Indenture, the trustee and/or paying agent has made, in accordance with the instructions from MSFL, the appropriate entries or notations in its records relating to the master note that represents such notes (the “master note”), and such notes have been delivered against payment as contemplated herein], such notes will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above [,] [and] (ii) any provision of the MSFL Senior Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee [and (iii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Indenture and its authentication of the [notes] [master note] and the validity, binding nature and enforceability of the MSFL Senior Indenture with respect to the trustee, all as stated in the letter of such counsel dated September 23, 2025, which was filed as an exhibit to a Current Report on Form 8-K by the Company on September 23, 2025. [This opinion is also subject to the discussion, as stated in such letter, of the enforcement of notes denominated in a foreign currency.]”

(e) If a pricing supplement relating to the offer and sale of any particular Warrant or Warrants to be issued by MSFL is prepared and filed by MSFL with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form:

“In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the warrants offered by this pricing supplement have been executed and issued by MSFL, countersigned by the warrant agent pursuant to the MSFL Warrant Agreement and delivered against payment as contemplated herein, such warrants will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Warrant Agreement that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by

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limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the warrant agent’s authorization, execution and delivery of the MSFL Warrant Agreement and its countersignature to the warrants and the validity, binding nature and enforceability of the MSFL Warrant Agreement with respect to the warrant agent, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by the Company on February 26, 2024.”

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

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