MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering $100,000 of Contingent Income Auto-Callable Securities due August 2, 2029, linked to the worst performer of the Dow Jones Industrial Average, EURO STOXX 50 and Russell 2000, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000 and an estimated value on the pricing date of $959.30.

Investors may receive a contingent coupon at 9.00% per annum only if on each observation date all three indices are at or above their coupon barrier levels, set at 80% of initial levels. The notes are automatically callable on specified dates if each index is at or above its call threshold level (100% of initial), in which case holders receive principal plus the applicable coupon and no further payments.

If the notes are not called and on the final observation date any index is below its downside threshold level, set at 70% of its initial level, repayment of principal is reduced 1% for every 1% decline of the worst-performing index, potentially to zero. The securities are unsecured, subject to Morgan Stanley’s and MSFL’s credit risk, may have limited or no secondary market, include $25 per security in selling commissions, and carry complex U.S. tax and withholding considerations, particularly for non-U.S. investors.

Morgan Stanley Finance LLC is issuing Dual Directional Trigger Jump Securities linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, with a total offering of $669,000, and matures on July 31, 2031.

The notes pay no interest and offer upside and limited downside participation based on the index level on a single observation date. If the final level is at or above 594.12, investors receive $1,000 plus the greater of index-based gains or a fixed $526.50 upside payment. If the index is below 594.12 but at or above the downside threshold of 415.884, investors receive a positive return equal to the absolute decline, capped at a 30% gain. Below the downside threshold, principal is reduced 1% for each 1% index decline, with no minimum, so the investment can result in a total loss of principal. The estimated value on the pricing date is $931.80 per note, reflecting structuring, distribution and hedging costs, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing fixed rate callable notes due July 31, 2030, fully and unconditionally guaranteed by Morgan Stanley, in an aggregate principal amount of $750,000 at $1,000 per note. The notes pay 4.750% per annum, with interest accruing from July 31, 2026 and paid semi‑annually on January 31 and July 31, beginning January 31, 2027, on a 30/360 (Bond Basis) day-count.

The notes are callable in whole (but not in part) on July 31, 2027 and January 31, 2028 at 100% of principal plus accrued interest if, under a risk neutral valuation model, redemption is economically rational for the issuer. They are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley and will not be listed on any securities exchange, so liquidity may be limited. The estimated value on the pricing date is $987.00 per note, reflecting issuing, selling, structuring and hedging costs included in the issue price.

Morgan Stanley Finance LLC is offering $41,155,000 of Leveraged Buffered S&P MidCap 400® Index-Linked Notes due August 24, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are principal-at-risk, unsecured obligations linked to the S&P MidCap 400® Index.

At maturity, investors receive 150% of any positive index return, capped at a Maximum Settlement Amount of $1,141 per $1,000 note, with a 10% downside buffer; losses begin if the index falls more than 10%, with exposure magnified by a buffer rate of approximately 111.11%. The initial index level is 3,744.58, with a cap level at 109.40% of that value, and the estimated value on the trade date is $984.70 per note. All payments are subject to Morgan Stanley’s and MSFL’s credit risk, and the notes will not be listed on any securities exchange.

Morgan Stanley Finance LLC is offering $5,894,000 of market-linked securities, each with a $1,000 face amount, linked to the lowest performing of NVIDIA and Advanced Micro Devices common stock, fully and unconditionally guaranteed by Morgan Stanley. The notes mature on July 30, 2027.

At maturity, if the lowest performing stock’s ending price is at or above its threshold price (60% of its starting price), investors receive $1,000 plus a 34.70% contingent fixed return ($347 per security). If it is below the threshold, repayment equals $1,000 plus $1,000 times that stock’s return, exposing investors to losses greater than 40% and up to a total loss of principal.

The starting prices are $203.28 for NVIDIA and $503.57 for AMD; the threshold prices are 60% of these levels. The securities pay no interest or dividends, depend solely on the lowest performing stock, and are subject to Morgan Stanley credit risk. The price to the public is $1,000, but the estimated value on the pricing date is $962.60, reflecting issuance, selling, structuring and hedging costs and dealer compensation.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes with an aggregate principal amount of $520,000, issued at $1,000 per security and an estimated value on the pricing date of $969 per security.

The three-year securities pay a 7.60% per annum contingent coupon, only if on each observation date the EURO STOXX 50® Index, S&P® 500 Equal Weight Index and State Street® Utilities Select Sector SPDR® ETF are all at or above their 75% coupon barrier levels. The notes are automatically callable quarterly starting January 20, 2027 if all underliers are at or above 100% of initial levels, returning principal plus the applicable coupon.

If not redeemed early, maturity payment depends on the worst-performing underlier. If all final levels are at or above their 85% buffer levels, investors receive full principal (plus any final coupon). If any underlier finishes below its buffer level, principal is reduced 1% for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. Investors do not participate in any upside of the underliers, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering $1,371,000 of market linked, auto-callable principal-at-risk securities, each with a $1,000 face amount, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the lowest performing of the common stocks of Bank of America, Citigroup and Goldman Sachs and are scheduled to mature on July 25, 2028, unless automatically called earlier.

Beginning on July 23, 2027, the notes are automatically called if each stock’s closing price is at or above its starting price, paying fixed call amounts of $1,292.50, $1,438.75 or $1,585.00 per note on successive calculation days; investors do not participate in further upside. If not called, principal is protected only if each stock’s final price is at or above 70% of its starting price; otherwise repayment is reduced 1-to-1 with the lowest performer, potentially to zero. The issuer’s estimated value on the pricing date is $948.20 per security, below the issue price due to embedded costs, and the notes pay no interest, provide no dividends, and are subject to Morgan Stanley’s credit and limited secondary-market liquidity.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due August 3, 2029, linked to the common shares of Ferrari N.V. Each security has a $1,000 stated principal amount, is fully and unconditionally guaranteed by Morgan Stanley, and is issued under the Series A Global Medium-Term Notes program, with principal at risk.

The securities pay a contingent quarterly coupon at an annual rate of 10.18% (about $25.45 per quarter per $1,000) only if, on the relevant determination date, the Ferrari share price is at or above 70% of the initial share price (the downside threshold). Missed coupons can be paid later if the threshold is met, but may never be received. If on any of the first eleven determination dates the share price is at or above the initial share price, the notes are automatically redeemed for $1,000 plus the applicable coupon and any unpaid coupons. If held to maturity and the final share price is at or above the downside threshold, investors receive $1,000 plus due and previously unpaid coupons; if below, they are exposed 1-to-1 to the decline and may receive substantially less than $700, or lose their entire investment. The estimated value on the pricing date is $967.80 per security, below the issue price due to selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering $250,000 of Contingent Income Buffered Auto-Callable Securities, at $1,000 per security, linked to Alphabet Inc. Class A common stock and fully and unconditionally guaranteed by Morgan Stanley. The notes pay a 9.05% per annum contingent coupon only if Alphabet’s closing level on an observation date is at or above the coupon barrier level of $211.194 (60% of the initial level of $351.99); otherwise no coupon is paid for that period.

The notes are automatically called if Alphabet’s closing level on a redemption determination date is at or above the call threshold level of $351.99, returning principal plus the applicable coupon. If not called, at maturity investors receive principal back if the final level is at or above the buffer level of $281.592 (80% of initial). Below the buffer, principal is reduced 1% for each 1% additional decline, subject to a minimum payment at maturity of 20% of principal. All payments are subject to the credit risk of MSFL and Morgan Stanley, and the estimated value on the pricing date is $978.30 per security, below the issue price.