Morgan Stanley (NYSE: MS) adds Series F depositary shares in prospectus addendum

Rhea-AI Filing Summary

Morgan Stanley filed a prospectus addendum dated April 8, 2026 for depositary shares, each representing 1/1,000th of a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F. The addendum directs readers to the accompanying prospectus dated April 8, 2026 (which supersedes the prior prospectus) and states Morgan Stanley & Co. LLC may use the addendum in market-making offers and sales.

Insights

Capital Markets Attorney

Routine prospectus addendum for depositary shares used in market-making transactions.

The addendum clarifies terms refer to the accompanying April 8, 2026 prospectus and confirms that Morgan Stanley & Co. LLC and affiliates may use it for offers and sales in market-making activities. This is a document-level update, not a closing or pricing disclosure.

Key dependencies include the prospectus supplement for specific depositary-share terms and any applicable shelf or registration statement mechanics under Registration No. 333-293641; timing and offering size are set in the supplement rather than this addendum.

Key Figures

Registration Number: 333-293641 Depositary Share Ratio: 1/1,000th of a share Prospectus Date: April 8, 2026 +1 more

4 metrics

Registration Number 333-293641 cover of the prospectus addendum

Depositary Share Ratio 1/1,000th of a share each depositary share represents 1/1,000th of a share of Series F preferred

Prospectus Date April 8, 2026 accompanying prospectus date that supersedes prior prospectus

Security Type Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F security underlying the depositary shares

Key Terms

depositary shares, fixed-to-floating rate, non-cumulative preferred stock, market-making transactions

4 terms

depositary shares financial

"DEPOSITARY SHARES EACH REPRESENTING 1/1,000TH OF A SHARE"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

fixed-to-floating rate financial

"FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK"

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

non-cumulative preferred stock financial

"NON-CUMULATIVE PREFERRED STOCK, SERIES F"

Preferred stock that pays a fixed dividend but does not require the company to make up missed payments later; if a dividend is skipped, shareholders lose that income permanently rather than accumulating a balance the company must repay. Investors care because this structure offers higher priority than common shares for payouts but less protection for dividend income, so it’s a trade-off between steady yield and the risk of permanent missed payments.

market-making transactions market

"may use this prospectus addendum in connection with offers and sales of the depositary shares in market-making transactions"

Offering Details

other

Offering

Offering Type other

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Accepted by SEC EDGAR 04/08/2026 - 11:35 AM Learn about SEC filing dates

FAQ

What are the depositary shares Morgan Stanley (MS) is offering?

They are depositary shares each representing 1/1,000th of a share of Series F preferred stock. The addendum labels them Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F and directs readers to the prospectus supplement for specific terms.

Does the addendum change which prospectus applies to the offering?

Yes. The addendum states the accompanying prospectus dated April 8, 2026 supersedes the prospectus dated November 21, 2011. Readers should use the April 8, 2026 prospectus when reviewing the supplement's terms.

Who may sell the depositary shares under this addendum?

Morgan Stanley & Co. LLC will, and other Morgan Stanley affiliates may, use the prospectus addendum in market-making offers and sales. The addendum identifies market-making transactions as an intended sales channel.

Are these depositary shares bank deposits or FDIC insured?

No. The addendum states the depositary shares are not deposits or savings accounts and are not insured by the FDIC or any governmental agency, nor are they obligations or guaranteed by a bank.

Where can I find the specific terms, pricing, and amount of the offering?

The specific terms, pricing, and amount are provided in the prospectus supplement referenced by the addendum. Review the accompanying prospectus supplement that gives the detailed terms for Series F depositary shares.

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-293641

Prospectus Addendum to

the Prospectus dated April 8, 2026

DEPOSITARY SHARES
EACH REPRESENTING 1/1,000^TH OF A SHARE OF 

FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK,

SERIES F

You should read the accompanying prospectus supplement, which gives the specific terms of the offered depositary shares, together with the accompanying prospectus dated April 8, 2026 of Morgan Stanley. When you read the prospectus supplement with the specific terms of the offered depositary shares, please note that all references in the prospectus supplement to the prospectus dated November 21, 2011, or to any sections of that document, should refer instead to the accompanying prospectus dated April 8, 2026, or to the corresponding section of the accompanying prospectus.

The accompanying prospectus dated April 8, 2026 supersedes the prospectus dated November 21, 2011.

Morgan Stanley & Co. LLC will, and other affiliates of Morgan Stanley may, use this prospectus addendum in connection with offers and sales of the depositary shares in market-making transactions.

The depositary shares are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

MORGAN STANLEY

April 8, 2026