Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes linked to the common stock of General Mills, Inc. (GIS), maturing on December 2, 2027. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $961.70 per security.

The notes pay a contingent coupon at an annual rate of 10.35%, but only if the GIS closing level on each observation date is at or above a coupon barrier set at 70% of the initial level. The same 70% level also serves as the downside threshold: if the final GIS level at maturity is below this threshold and the notes have not been called, investors lose 1% of principal for every 1% decline in GIS, up to a total loss. The notes can be automatically called on scheduled redemption determination dates if GIS is at or above 100% of the initial level, in which case investors receive principal plus the applicable coupon and no further payments.

These unsecured securities carry credit risk of Morgan Stanley and offer no participation in any upside of GIS beyond the coupons. They are not listed on any exchange, may have limited secondary liquidity, and include embedded issuing, selling, structuring and hedging costs, so secondary prices are expected to be below the $1,000 issue price. The U.S. federal income tax treatment is uncertain and may be adverse for some investors, with potential 30% withholding on coupons for certain non-U.S. holders.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities due January 15, 2027, fully and unconditionally guaranteed by Morgan Stanley. These $1,000 principal-at-risk notes pay no interest and are linked to the worst performer among Apple, Microsoft and NVIDIA common stocks.

At maturity, if the final level of each stock is at or above 80% of its initial level, holders receive $1,000 plus a fixed upside payment of $192.50 per security (a 19.25% gain). If any stock finishes below its 80% buffer level, repayment is reduced by 1% for each 1% decline of the worst-performing stock beyond the 20% buffer, with a minimum payout of 20% of principal ($200).

The notes are unsecured and subject to the credit risk of Morgan Stanley and MSFL, will not be listed on an exchange, and may have limited liquidity. The estimated value on the pricing date is approximately $960.50 per security, reflecting embedded issuing, selling, structuring and hedging costs.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $5,895,000 of Callable Contingent Income Securities linked to the Energy Select Sector SPDR Fund (XLE). Each security has a stated principal amount and issue price of $1,000 and matures on November 24, 2028, unless called earlier.

Investors may receive a contingent coupon at a 10.00% annual rate, payable only if XLE’s closing level on each observation date is at or above the coupon barrier of $62.916, which is 70% of the initial level of $89.88. The downside threshold is the same level, so if the final level is at or above $62.916 and the notes have not been redeemed, investors receive full principal back at maturity (plus any final coupon). If the final level is below $62.916, repayment is reduced 1% for every 1% decline in XLE, potentially down to zero.

The notes are callable in whole on specified redemption dates starting May 22, 2026 if a risk neutral valuation model shows it is economically rational for the issuer to redeem. The estimated value on the pricing date is $982.20 per security, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. Payments depend on Morgan Stanley’s credit, and the securities will not be listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Auto-Callable Securities due November 26, 2027, in $1,000 denominations. These notes are linked to the worst performer of the S&P 500® Equal Weight Index, the Dow Jones Industrial Average℠ and the Energy Select Sector SPDR® Fund and expose investors to full principal risk.

The securities pay a 12.00% annual contingent coupon only if on each observation date all three underliers are at or above their coupon barrier levels, set at 75% of their initial levels. They may be automatically redeemed starting November 20, 2026 if all underliers are at or above 100% of their initial levels, paying principal plus the contingent coupon. If held to maturity and any underlier finishes below its 75% downside threshold, repayment is reduced 1% for each 1% decline of the worst performer and can fall to zero.

The initial levels on November 20, 2025 were 7,373.49 for the SPW Index, 45,752.26 for the INDU Index and $88.86 for the XLE Fund. The estimated value on the pricing date is approximately $983.90 per security, reflecting issuance, structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk “Jump Securities” with an auto-call feature linked to the worst performer of the Nasdaq-100 Technology Sector Index, S&P 500 Index and Russell 2000 Index.

Each note has a $1,000 stated principal amount and matures on November 30, 2028, with the first potential automatic redemption on December 1, 2026. If on a determination date all three indices are at or above their call thresholds, the notes are automatically redeemed for a fixed cash amount, implying about 16.10% per annum, with scheduled call payments ranging from $1,161 to $1,442.75 per security.

If not called, and on the observation date all indices are at or above their upside thresholds (100% of initial levels), investors receive $1,483 per security. If any index finishes below its downside threshold (70% of its initial level), repayment is reduced 1% for every 1% decline in the worst index, potentially to zero. The securities pay no interest, do not participate in index upside beyond the fixed payoffs, have an estimated value of about $978.10 per $1,000 at pricing, and are subject to the credit risk of Morgan Stanley and MSFL.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities due February 23, 2027, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the worst performer of the Russell 2000 Index, S&P 500 Index and Nasdaq-100 Technology Sector Index.

The notes pay no interest. At maturity, if the final level of each index is at or above 85% of its initial level, holders receive $1,000 plus a fixed upside payment of $116, an 11.60% return, regardless of how strongly the indexes rise. If any index finishes below its 85% buffer level, repayment is reduced by 1% of principal for each 1% decline of the worst-performing index beyond the 15% buffer, but not below 15% of principal ($150).

The aggregate principal amount is $615,000, with an issue price of $1,000 and selling commissions of $18.75 per note. The estimated value on the pricing date is $964.10, reflecting issuer costs and internal funding assumptions. The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on an exchange, and may have limited or no secondary market liquidity.

Morgan Stanley is offering fixed rate senior notes due November 21, 2030, with an aggregate principal amount of $1,000,000. Each note has a stated principal amount and issue price of $1,000 and pays a fixed interest rate of 4.050% per year, with interest paid annually each November 21, starting November 21, 2026. At maturity, investors receive $1,000 per note plus any accrued and unpaid interest.

The notes are unsecured and all payments depend on Morgan Stanley’s ability to meet its obligations, so changes in its credit ratings or credit spreads can affect market value. The notes will not be listed on any securities exchange, and secondary trading may be limited, with Morgan Stanley & Co. potentially, but not obligated, to make a market. The estimated value of each note on the pricing date is $985.80, lower than the issue price because it reflects issuing, selling, structuring and hedging costs and an internal funding rate that is advantageous to the issuer.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering S&P 500®-linked Trigger PLUS notes due November 19, 2030, with a stated principal amount of $1,000 per security and an aggregate principal amount of $688,000. These securities pay no interest and expose investors to loss of principal.

At maturity, if the S&P 500® final level is above the initial level of 6,734.11, investors receive $1,000 plus 108% of the index gain. If the index is flat or down but not below 80% of the initial level (a downside threshold of 5,387.288), investors receive only $1,000. If the index ends below this threshold, repayment is reduced 1% for each 1% decline, and the payout can fall to zero.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk, are not listed on an exchange and may have limited secondary liquidity. The estimated value on the pricing date is $975.90 per security, below the $1,000 issue price, reflecting internal funding rates and issuance, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $10,681,000 of Contingent Income Buffered Auto-Callable Securities due November 18, 2027, at $1,000 per security. These structured notes are linked to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index, and expose investors to principal risk.

The notes pay a contingent coupon at 8.30% per annum, but only if on each observation date all three indices are at or above 70% of their initial levels. The securities are automatically called, returning principal plus the coupon, if on specified determination dates all indices are at or above 100% of their initial levels.

If not called, investors receive full principal back at maturity only if each index is at or above 80% of its initial level. Below that buffer, repayment is reduced 1% for each 1% decline in the worst index, subject to a minimum payment of 20% of principal. The estimated value on the pricing date is $982.70 per security, and all payments depend on Morgan Stanley’s credit.