| 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
| Morgan Stanley (Exact name of registrant as specified in its charter) | Morgan Stanley Finance LLC (Exact name of registrant as specified in its charter) |
| Delaware (State or other jurisdiction of incorporation or organization) | Delaware (State or other jurisdiction of incorporation or organization) |
| 1-11758 (Commission File Number) | 1-37698 (Commission File Number) |
| 36-3145972 (I.R.S. Employer Identification No.) | 36-3145972 (I.R.S. Employer 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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | |||
| By: | /s/ Kevin Sheehan | ||
| Name: | Kevin Sheehan | ||
| Title: | Assistant Treasurer | ||
| MORGAN STANLEY FINANCE LLC | |||
| By: | /s/ Aaron Page | ||
| Name: | Aaron Page | ||
| Title: | Secretary and Counsel | ||