Morgan Stanley SEC Filings

Morgan Stanley is offering unsecured fixed rate notes due January 29, 2036, with interest payments tied to its credit risk. Each note has a stated principal amount and issue price of $1,000, pays a fixed 4.500% annual interest rate on a semi-annual basis, and returns principal plus accrued interest at maturity.

The notes are not insured, not listed on any exchange, and secondary trading may be limited, with any market-making by Morgan Stanley & Co. at its discretion. Because issuance, selling, structuring and hedging costs are built into the $1,000 issue price, the estimated value on the pricing date is expected to be approximately $968.40 per note. Proceeds are for general corporate purposes, and affiliated dealers receive sales commissions, creating conflicts of interest highlighted in the risk factors.

Morgan Stanley is offering unsecured fixed rate notes due January 27, 2034. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.350%, with interest paid semi-annually on January 27 and July 27, starting July 27, 2026.

All payments depend on Morgan Stanley’s credit; if the firm fails to meet its obligations, investors could lose some or all of their money. The notes will not be listed on any exchange, and Morgan Stanley & Co. may make a secondary market but is not required to do so. The estimated value on the pricing date is expected to be about $976.50 per note, reflecting issuance, selling, structuring and hedging costs and the firm’s internal funding rate, which makes the investor economics less favorable than a plain-vanilla bond.

Morgan Stanley is offering unsecured fixed rate notes maturing on January 29, 2032. Each note has a stated principal amount and issue price of $1,000 and pays interest at a fixed annual rate of 4.150%, with semi-annual payments each January and July starting on July 29, 2026.

Interest is calculated on a 30/360 basis, and investors receive the stated principal plus accrued interest at maturity, subject to Morgan Stanley’s credit risk. The notes are not insured, will not be listed on any securities exchange, and may have limited or no secondary market. The estimated value on the pricing date is expected to be about $985.20 per note, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate, which may make the economic terms less favorable than conventional debt.

Morgan Stanley is offering fixed rate senior notes due January 29, 2031. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.00%, with interest paid semi-annually on January 29 and July 29, beginning July 29, 2026, using a 30/360 day-count basis.

At maturity, investors receive $1,000 per note plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The notes are unsecured, will not be listed on any securities exchange, and may have limited or no secondary market liquidity. Morgan Stanley estimates the value of each note on the pricing date to be approximately $987.50 or within $57.50 of that estimate, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate.

The filing highlights risks including exposure to changes in Morgan Stanley’s credit spreads and ratings, interest rate movements, the lack of listing, potential differences between estimated value and secondary market prices, and conflicts of interest because Morgan Stanley affiliates structure, distribute, value and hedge the notes while also acting as calculation agent.

Morgan Stanley is issuing fixed rate senior notes due January 9, 2031, with an aggregate principal amount of $6,221,000 and a stated principal amount of $1,000 per note. The notes pay 4.000% interest per year, with semi-annual payments each January 9 and July 9, starting July 9, 2026, using a 30/360 day-count convention.

The notes are unsecured and subject to Morgan Stanley’s credit risk, and will not be listed on any securities exchange, so secondary market liquidity may be limited. The issue price is $1,000 per note (or $992.50 in fee-based advisory accounts), while the estimated value on the pricing date is $984.60, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. Proceeds will be used for general corporate purposes, and an event of default would accelerate payment of principal plus accrued interest.

Morgan Stanley is offering $3,287,000 of fixed rate notes due January 9, 2034. Each note has a stated principal amount and issue price of $1,000 and pays a fixed interest rate of 4.350% per year, with interest paid semi-annually on January 9 and July 9, starting July 9, 2026, using a 30/360 day-count basis.

The notes are unsecured debt and all payments depend on Morgan Stanley’s credit; a default could result in loss of some or all of the investment. The notes will not be listed on any securities exchange, so secondary market liquidity may be limited and sale prices may be below the issue price. The estimated value on the pricing date is $973.80 per note, below the $1,000 issue price, reflecting internal funding rates and issuance, structuring and hedging costs borne by investors.

Selected dealers generally receive a $12 sales commission per note, while investors in fee-based advisory accounts pay $988 per note with no sales commission. Morgan Stanley expects to use the proceeds for general corporate purposes and its affiliates may hedge and make markets in the notes, which can affect market values.

Morgan Stanley is issuing $344,000 aggregate principal amount of fixed rate notes due January 9, 2032. Each note has a $1,000 stated principal amount and pays a fixed interest rate of 4.150% per annum, with interest paid semi-annually on January 9 and July 9, starting July 9, 2026, using a 30/360 day-count convention.

The issue price is $1,000 per note, but the bank estimates the value on the pricing date at $982.30, reflecting internal funding rates and costs of issuing, selling, structuring and hedging borne by investors. Certain fee-based advisory accounts pay $992.50 per note, and selected dealers receive a $7.50 sales commission per note sold outside those accounts.

The notes are unsecured debt obligations of Morgan Stanley, are not insured by the FDIC, and are not listed on any securities exchange, so secondary market liquidity may be limited and resale prices can be below the issue price. All payments depend on Morgan Stanley’s credit, and changes in its credit ratings, credit spreads or interest rates can reduce the market value of the notes before maturity.

Morgan Stanley is offering $3,606,000 aggregate principal amount of fixed rate notes due January 9, 2036, with a stated principal amount and issue price of $1,000 per note and a fixed interest rate of 4.500% per year, paid semi-annually each January 9 and July 9, starting July 9, 2026. Interest is calculated on a 30/360 basis and paid in U.S. dollars.

All payments depend on Morgan Stanley’s credit; if the firm cannot meet its obligations, investors could lose some or all of their money. The notes are unsecured, will not be listed on any securities exchange and may have limited or no secondary market, so investors should be prepared to hold to maturity. The estimated value on the pricing date is $966.10 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate that is advantageous to the issuer. Proceeds are for general corporate purposes, and selected dealers generally earn a $15 sales commission per note, with a lower $985 price for fee-based advisory accounts.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing callable contingent income buffered securities maturing on January 12, 2028, linked to the worst performer of the SPDR Gold Trust (GLD), VanEck Junior Gold Miners ETF (GDXJ) and VanEck Gold Miners ETF (GDX).

Investors can receive a contingent coupon at 14.85% per year, paid only if on each observation date all three underliers close at or above their coupon barrier levels, set at about 73% of their initial levels. The issuer may redeem the notes early on scheduled redemption dates if a risk neutral valuation model indicates it is economically rational for Morgan Stanley to do so; once redeemed, no further payments are made.

At maturity, if not previously redeemed and each underlier’s final level is at or above its buffer level (also about 73% of initial), investors receive principal plus any final coupon. If any underlier finishes below its buffer, the payoff is reduced by 1.3699% of principal for every 1% decline of the worst performer beyond the 27% buffer, which can result in a substantial loss up to total principal loss. The estimated value on the pricing date is approximately $957.90 per $1,000 security.