MORGAN STANLEY 424B Filings

Morgan Stanley Finance LLC is issuing Enhanced Buffered Jump Securities due October 6, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of the iShares Russell 1000 Growth ETF, the S&P 500 Index and the State Street Consumer Staples Select Sector SPDR ETF and are offered at $1,000 per security, with an aggregate principal amount of $16,975,000.

The notes pay no interest and offer no principal protection. At maturity, if the final level of each underlier is at or above its buffer level (75% of its initial level), investors receive the stated principal plus a fixed upside payment of $96 per security (9.60%). If any underlier finishes below its buffer level, the payoff is reduced by 1.3333% of principal for every 1% decline of the worst performer beyond the 25% buffer, with no minimum payment; the investment can be lost in full.

The initial levels are $124.30 for IWF, 7,736.52 for the S&P 500 Index and $85.37 for XLP. The estimated value on the pricing date is $991.90 per security, below the issue price, reflecting structuring and hedging costs and the issuer’s funding spread. All payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley, and liquidity in any secondary market is expected to be limited.

Morgan Stanley Finance LLC is offering S&P 500® Index-linked notes, fully and unconditionally guaranteed by Morgan Stanley, that pay no interest and put principal at risk. The cash payment at maturity depends on the S&P 500® Index performance between the trade date and a determination date expected to fall 18–21 months after the trade date.

For each $1,000 note, if the S&P 500® final level is at least 87.50% of its initial level, investors receive a fixed Maximum Settlement Amount expected to be between $1,119.50 and $1,140.50, capping upside at roughly 11.95%–14.05%. If the index falls more than 12.50%, the payoff declines linearly with losses, using a Buffer Rate of about 114.29%, and investors can lose up to their entire investment.

The notes are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley, will not be listed on any exchange, and may trade at prices below the $1,000 issue price. The estimated value on the trade date is about $997.70 per note, reflecting issuer costs and internal funding assumptions. The notes do not provide dividends, voting rights, or direct exposure to the S&P 500® Index components.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,151,000 of Contingent Income Auto-Callable Securities due August 3, 2029, linked to the worst performing of the EURO STOXX 50, Russell 2000 and S&P 500 indexes. Each security has a $1,000 stated principal amount and an issue price of $1,000, with an estimated value on the pricing date of $980.10.

The notes pay a contingent coupon at 11.50% per annum only if, on each observation date, all three indexes are at or above 80% of their initial levels. They are automatically redeemed at par plus the applicable coupon if, on any redemption determination date from January 29, 2027 onward, all indexes are at or above 100% of their initial levels.

If not redeemed early, investors receive par at maturity only if each index is at or above its 70% downside threshold; otherwise, the payoff is reduced 1% for every 1% decline in the worst performing index, potentially to zero. The securities are unsecured, subject to Morgan Stanley’s credit risk, and do not offer any participation in index appreciation.

Morgan Stanley Finance LLC is issuing Buffered Jump Securities with Auto-Callable Feature, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with an aggregate principal amount of $468,000, and is sold at $1,000 per security.

The notes may be automatically redeemed on 48 scheduled determination dates if the index closing level is at or above the call threshold level of 1,136.754 (90% of 1,263.06), paying early redemption amounts that correspond to a return of approximately 17.25% per annum; once redeemed, no further payments occur. If held to maturity and not called, investors receive $1,862.50 per security if the final index level is at or above the call threshold.

If the final level is below the call threshold but at or above the buffer level of 1,073.601 (85% of initial), investors receive only principal back. Below the buffer, principal is reduced 1% for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. The securities pay no interest, are subject to Morgan Stanley’s credit risk, and had an estimated value on the pricing date of $935.50 per $1,000 security.

Morgan Stanley Finance LLC is issuing $445,000 of Contingent Income Memory Auto-Callable Securities, at $1,000 per security, linked to the worst performer of the iShares Silver Trust (SLV), Nasdaq-100 Technology Sector Index (NDXT) and Russell 2000 Index (RTY), fully guaranteed by Morgan Stanley.

Investors may receive a contingent coupon at 11.50% per annum, payable only if on each observation date all underliers are at or above their coupon barrier levels set at 60% of initial; missed coupons can be paid later if barriers are met. The notes can be automatically redeemed quarterly starting January 29, 2027 if all underliers are at or above their 100% call thresholds, returning principal plus due coupons. If held to August 3, 2029 and any underlier finishes below its 60% downside threshold, repayment equals principal multiplied by the worst underlier’s performance factor, creating potential for total loss of principal. The estimated value on the pricing date is $955.90 per $1,000 note, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering auto-callable Buffered Jump Securities maturing on August 12, 2031, linked to the worst performing of the EURO STOXX 50 Index and the S&P 500 Futures Excess Return Index. Each security has a $1,000 stated principal amount and pays no interest.

The notes may be automatically redeemed on any of 16 determination dates starting August 10, 2027 if both underliers are at or above their 100% call thresholds, for fixed call payments rising from $1,100 to $1,475. If held to maturity and both indices are at or above their call thresholds, investors receive $1,500 per security. If at least one index is below its call threshold but both are at or above the 85% buffer levels, only principal is returned. If either finishes below its buffer, repayment is reduced 1% for each 1% decline of the worst underlier beyond the 15% buffer, subject to a minimum maturity payment of 15% of principal, meaning substantial loss of capital is possible.

The estimated value on the pricing date is about $942.80 per security, below the issue price, reflecting structuring and hedging costs and issuer funding advantage. All payments depend on Morgan Stanley’s credit. Historical levels cited include 6,344.40 for the EURO STOXX 50 and 594.70 for the S&P 500 Futures Excess Return Index as of July 30, 2026.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-callable feature, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. Each security has a $1,000 stated principal and issue price, with an estimated value of approximately $900.10 on the pricing date, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes may be automatically redeemed quarterly from August 27, 2027 onward if the index is at or above the call threshold level of 100% of the initial level, for increasing fixed cash payments; the first scheduled early redemption payment ranges from $1,172.50 to $1,182.50 per $1,000. If held to August 29, 2031 and not previously called, investors receive $1,862.50 to $1,912.50 per $1,000 if the final index level is at or above the call threshold. If the final level is below the call threshold but at or above the 80% buffer level, only principal is returned. Below the buffer, investors lose 1% of principal per 1% additional decline, subject to a minimum payment at maturity of 20% of principal. The securities pay no interest, offer no participation in index upside beyond the fixed payouts, are subject to issuer and guarantor credit risk, limited liquidity, complex tax treatment and the specific risks of the underlying decrement index.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing callable contingent income "principal at risk" securities maturing July 6, 2028, linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and VanEck Semiconductor ETF. Each security has a $1,000 stated principal amount and an aggregate offering size of $276,000.

The notes pay a 20.20% per annum contingent coupon (with memory) only when each underlier is at or above its coupon barrier (70% of its initial level). If any underlier is below its barrier on an observation date, no coupon is paid for that period, though missed coupons can be paid later if all barriers are met.

Beginning November 4, 2026, the issuer may redeem the notes early on specified dates at par plus due and unpaid contingent coupons, only if a risk neutral valuation model indicates redemption is economically rational for Morgan Stanley. At maturity, if not redeemed and each underlier is at or above its downside threshold (60% of initial), investors receive principal plus any due coupons; otherwise they receive principal reduced in full proportion to the decline of the worst underlier, potentially down to zero. All payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Trigger PLUS structured notes linked to a basket of equity indices, fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount per security and an aggregate principal amount of $820,000, pay no interest and do not guarantee return of principal.

The underlier is a basket set to an initial level of 100, composed of the MSCI EAFE Index (20%), MSCI Emerging Markets Index (10%), Russell 2000 Index (30%) and S&P 500 Index (40%). At maturity on July 31, 2031, if the final level exceeds the initial level, holders receive principal plus a leveraged upside payment equal to 111% of the underlier’s positive return. If the final level is between the initial level and the downside threshold level of 65, holders receive only principal. Below 65, repayment is reduced 1% for each 1% decline, with no minimum payment, so the investment can be lost in full.

The issue price is $1,000 per security, while the estimated value on the pricing date is $973.40, reflecting issuance, selling, structuring and hedging costs. The notes are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk, may have limited or no secondary market liquidity, and carry uncertain U.S. federal income tax treatment, which counsel currently views as prepaid financial contracts.

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.

Morgan Stanley Finance LLC is issuing Callable Contingent Income Securities due July 25, 2030, fully and unconditionally guaranteed by Morgan Stanley, linked to the worst performer of the Dow Jones Industrial Average, EURO STOXX 50® Index and State Street® Technology Select Sector SPDR® ETF. The notes have a stated principal amount of $1,000 per security, total size $705,000, and are principal at risk.

Investors may receive a contingent coupon at 15.05% per annum, paid only if on each observation date all underliers are at or above their coupon barrier levels (75% of initial levels: INDU 38,879.445; SX5E 4,670.55; XLK $131.783). At maturity, if not previously redeemed and every underlier is at or above its downside threshold (65% of initial levels), investors receive principal back plus any final coupon; otherwise, the payoff is stated principal × performance of the worst underlier, potentially as low as zero.

Beginning October 23, 2026, the issuer may call the notes on specified redemption dates if a risk-neutral valuation model indicates early redemption is economically rational for Morgan Stanley. The estimated value on the pricing date is $974.40 per security, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs. All payments depend on Morgan Stanley’s and MSFL’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Auto-Callable Securities linked to Apple Inc. common stock with an aggregate principal amount of $892,000, issued at $1,000 per security. The notes pay a 7.50% per annum contingent coupon only if Apple’s closing price on an observation date is at or above the coupon barrier level of $228.613, with unpaid coupons potentially paid later if the barrier is subsequently met. The notes are automatically redeemed if Apple’s price on a redemption determination date is at or above the call threshold level of $326.59, returning principal plus applicable coupons. If held to maturity on July 25, 2029 and not auto-called, investors receive principal only if the final level is at or above the downside threshold of $228.613; otherwise the payoff is $1,000 × (final level / $326.59), exposing investors to a loss of up to 100% of principal. The estimated value on the pricing date is $963.10 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing Market-Linked Notes due July 24, 2031, fully and unconditionally guaranteed by Morgan Stanley, tied to the S&P 500® Futures Excess Return Index. Each note has a stated principal amount and issue price of $1,000, with an aggregate principal amount of $251,000.

The notes pay no periodic interest. At maturity, holders receive $1,000 plus an upside payment if the index’s final level exceeds the initial level of 595.63; the upside equals 150% of the index percentage gain. If the final level is equal to or below the initial level, only principal is repaid.

The estimated value on the pricing date is $975.50 per note, below the issue price due to issuance, selling, structuring and hedging costs. The notes are unsecured and subject to the credit risk of MSFL and Morgan Stanley, will not be listed on any exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering S&P 500® Index-linked Dual Directional Jump Securities with an auto-call feature, issued under its Series A Global Medium-Term Notes program. Each security has a $1,000 stated principal amount and an aggregate principal amount of $500,000, maturing on January 21, 2028.

The notes may be automatically redeemed on July 26, 2027 for $1,110 per security if the S&P 500 closing level on July 21, 2027 is at least the initial level of 7,457.69. If held to maturity and not called, investors receive upside exposure to index gains, or a capped positive return for moderate declines down to the downside threshold level of 5,966.152. Below this threshold, repayment is reduced one-for-one with index losses, and principal can be fully lost. Payments depend on Morgan Stanley’s credit; the estimated value on the pricing date is $988.20 per security, below the issue price due to structuring and hedging costs.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,000,000 of Enhanced Buffered Jump Securities, issued at $1,000 per security, linked to the S&P 500® Index and maturing on August 4, 2027. The notes pay no interest and are principal-at-risk unsecured obligations.

At maturity, if the S&P 500® final level is at or above the buffer level of 5,966.152 (80% of the 7,457.69 initial level), investors receive $1,000 plus a fixed upside payment of $67.50 (6.75%), regardless of how high the index rises. If the final level is below the buffer, investors lose 1.25% of principal for every 1% decline beyond the 20% buffer, with no minimum payment, so the entire investment can be lost.

The estimated value on the pricing date is $985.80 per security, below the issue price, reflecting issuing, selling, structuring and hedging costs and the issuer’s funding rate. Agent compensation is up to $10 per $1,000 security. Liquidity may be limited, all payments depend on Morgan Stanley’s credit, and the U.S. tax treatment is described as uncertain, with potential adverse characterizations.

Morgan Stanley Finance LLC is offering principal at risk, auto-callable structured notes linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $937.20.

The notes may be automatically redeemed on any of 48 scheduled determination dates if the index closes at or above the applicable call threshold; early redemption payments step up over time, beginning at $1,175 per security and increasing to $1,860.417. If not redeemed and the final index level is at or above the downside threshold (60% of the initial level), holders receive a fixed maturity payment of $1,875.00 per security. If the final level is below the downside threshold, the maturity payment equals $1,000 multiplied by the performance factor, resulting in a 1% loss of principal for each 1% index decline and potentially total loss of principal.

The underlier is a volatility-targeting, leveraged futures index with a 4.0% per annum decrement that will systematically underperform a similar index without such a decrement and may use significant leverage. The securities do not pay periodic interest, all payments are subject to Morgan Stanley’s credit risk, secondary market liquidity may be limited, and U.S. federal income tax treatment is uncertain.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due January 25, 2027, linked to the common stock of Marvell Technology, Inc. Each security has a $1,000 stated principal amount, with an aggregate principal amount of $737,000, and is fully and unconditionally guaranteed by Morgan Stanley. These are unsecured, principal-at-risk notes.

Investors may receive a 34.10% per annum contingent coupon, paid only if on each observation date the Marvell share price is at or above the coupon barrier level of $97.47 (50% of the initial level). The notes are automatically called, paying principal plus the applicable coupon, if on any redemption determination date the stock closes at or above the call threshold level of $194.94, equal to the initial level.

If not called, and on the final observation date the stock is at or above the downside threshold level of $97.47, investors receive full principal (plus any final coupon). If it is below that threshold, repayment is reduced in proportion to the stock’s decline and can fall to zero. The estimated value on the pricing date is $967.50 per $1,000 security, reflecting issuing, selling, structuring and hedging costs, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered Jump Securities with Auto-Callable Feature due July 25, 2028, linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $1,828,000. The estimated value on the pricing date is $984.50 per security, reflecting structuring and hedging costs borne by investors.

The notes pay no interest and are subject to automatic early redemption on July 30, 2027 for $1,101.50 per security if the index on July 27, 2027 is at or above the call threshold of 595.63. If not called, at maturity investors receive: upside participation at 100% if the final index level exceeds the initial level; a positive “dual directional” return for index declines down to a 20% buffer (buffer level 476.504); and 1-for-1 loss beyond the buffer, subject to a minimum payment of 20% of principal. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the issuer highlights limited liquidity, potential significant principal loss, and tax treatment uncertainties.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered Participation Securities due July 24, 2031, fully and unconditionally guaranteed by Morgan Stanley. These unsecured notes have a $1,000 stated principal amount, pay no interest, and are linked to the worst performing of the Russell 2000® Index and the S&P 500® Index.

At maturity, investors receive upside based on the worst performing index with a 100% upside participation rate, capped by a maximum upside payment of $1,916.50 per security (191.65% of principal). If the worst performer is below its initial level but above or equal to its 70% buffer level, investors earn an "absolute" positive return up to 30%. If either index finishes below its buffer level, investors lose 1% of principal for each 1% decline beyond the 30% buffer, subject to a minimum payment of 30% of principal. The aggregate principal amount is $3,167,000, the issue price is $1,000 per security, and the estimated value on the pricing date is $941.40, reflecting issuance, selling, structuring and hedging costs. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC is offering $500,000 of Buffered PLUS structured notes due July 19, 2029, linked to the worst performer of the Russell 2000 Index and the SPDR S&P MidCap 400 ETF, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay no interest and return at maturity: leveraged upside if the worst-performing underlier finishes above its initial level; principal back if the worst performer is between its initial level and its 80% buffer level; and a 1:1 loss beyond the 20% buffer, subject to a 20% of principal minimum payment.

Each security has a $1,000 stated principal amount and an initial estimated value of $982.20, reflecting issuance, structuring and hedging costs borne by investors. The leverage factor is 111%. Investors are exposed to Morgan Stanley’s credit risk, potential illiquidity, volatility in small- and mid-cap equities, and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities due August 25, 2027, fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk structured notes linked to the worst performing of the Dow Jones Industrial Average and the S&P 500® Index, issued at $1,000 per security, in an aggregate principal amount of $2,000,000.

The notes pay no interest and do not guarantee any principal repayment. At maturity, if the final level of each index is at or above 71% of its initial level, investors receive $1,000 plus a fixed upside payment of $85 per security. If either index finishes below its downside threshold, investors lose 1% of principal for each 1% decline of the worst performing index, with no minimum payment, so the investment can result in a total loss.

The initial levels are 51,839.26 for the Dow Jones Industrial and 7,443.28 for the S&P 500® Index. The estimated value on the pricing date is $987.80 per security, below the issue price, reflecting issuing, selling, structuring and hedging costs. Returns depend on Morgan Stanley’s credit risk, limited secondary market liquidity, and uncertain U.S. tax treatment, including potential recharacterization as debt instruments.

Morgan Stanley Finance LLC is offering $10,850,000 of Contingent Income Auto-Callable Securities, issued at $1,000 per note, linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index, and fully guaranteed by Morgan Stanley.

The notes pay a 7.00% per annum contingent coupon only if on each observation date all three indices are at or above their coupon barrier levels set at 70% of initial levels. The notes can be auto-called quarterly from January 2027 if all indices are at or above call thresholds set at 105% of initial levels, returning principal plus that period’s coupon.

If not called, and on the final observation date any index is below its downside threshold (70% of initial), the maturity payment is reduced 1% for each 1% decline in the worst-performing index, potentially to zero. The estimated value on the pricing date is $957.30 per note versus the $1,000 issue price, reflecting fees, hedging costs and issuer economics. All payments are subject to Morgan Stanley’s credit risk, and liquidity in any secondary market may be limited.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered Participation Securities due October 25, 2027, linked to the worst performing of the Nasdaq‑100 Index® and the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is principal-at-risk.

At maturity, if the final level of each index is above its initial level, investors receive $1,000 plus an upside payment based on a 100.25% upside participation rate. If the worst performing index is at or below its initial level but at or above its 90% buffer level, investors receive $1,000 plus 150% of the index’s absolute decline, effectively capped at a 15% positive return. If either index finishes below its buffer level, investors lose 1% of principal for each 1% decline beyond the 10% buffer, but not below the minimum payment at maturity of 10% of principal.

The aggregate principal amount is $4.86 million, the issue price is $1,000 per security and the estimated value on the pricing date is $983.30. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the securities may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered PLUS, principal-at-risk structured notes fully and unconditionally guaranteed by Morgan Stanley, linked to the worst performer of the Russell 2000 Index and the S&P 500 Index. The notes have a $1,000 stated principal amount, aggregate principal of $510,000, no periodic interest, and mature on July 24, 2031.

At maturity, if both indices finish above their initial levels, holders receive principal plus a leveraged upside payment based on a 109.75% leverage factor on the worst-performing index. If the worst-performing index is down but not below its 70% buffer level, investors receive a positive “absolute return” of up to 30%. If either index finishes below its buffer level, investors lose 1% of principal for each 1% decline of the worst performer beyond the 30% buffer, but not less than the minimum 30% of principal. The estimated value on the pricing date is $971.90 per $1,000 note, reflecting issuance, structuring and hedging costs, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Auto-Callable Securities due August 4, 2027, linked to Wells Fargo & Company common stock. Each security has a $1,000 stated principal amount and total aggregate principal of $750,000, issued at 100% of principal.

The notes pay a 10.00% per annum contingent coupon, but only when the Wells Fargo stock closing level is at or above the coupon barrier level of $57.354 (65.54% of the $87.51 initial level) on the relevant observation date or final averaging dates. Missed coupons can be paid later if a future observation meets the barrier.

The securities are automatically redeemed if, on any redemption determination date starting October 30, 2026, the underlier is at or above the $87.51 call threshold, paying principal plus the current and any unpaid coupons. If not redeemed early, and the final averaged level is at or above the $57.354 downside threshold, investors receive principal back (plus any payable coupons); if below, the payoff is $1,000 × final level / initial level, exposing investors to full downside, potentially to zero. The estimated value on the pricing date is $983.90 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $2,635,000 of Jump Securities with Auto-Callable Feature due July 20, 2028, linked to the worst performer of Broadcom Inc. and NVIDIA Corporation common stock. Each security has a $1,000 stated principal amount and is a principal-at-risk, unsecured note.

The notes may be automatically redeemed on August 4, 2027 for an early redemption payment of $1,545.10 per security if, on July 30, 2027, both stocks are at or above their initial levels. If held to maturity and not called, investors receive principal plus a 300% participation in the appreciation of the worst-performing stock if both finish above initial levels, only principal if both stay at or above 60% of initial levels, and a proportional loss of 1% of principal for each 1% decline of the worst performer below its 60% downside threshold; the payment can be zero. The estimated value on the pricing date is $979.60 per security, below the $1,000 issue price, reflecting selling, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Buffered PLUS notes due August 5, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index. Each security has a stated principal amount of $1,000 and pays no interest.

At maturity, if the final level of each index is above its initial level, holders receive principal plus a leveraged upside payment equal to 132.30% of the index gain, based on the worst performer. If either index is at or below its initial level but both are at or above 85% of their initial levels, holders receive only principal. If either index finishes below its 85% buffer level, principal is reduced 1% for each 1% decline of the worst performer beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The securities are unsecured obligations of MSFL, guaranteed on a pari passu basis by Morgan Stanley, and are subject to the issuers’ credit risk. The estimated value on the pricing date is approximately $977.40 per security, reflecting issuance, selling, structuring and hedging costs and the issuer’s lower internal funding rate, and secondary market liquidity is not assured.

Morgan Stanley Finance LLC is issuing $1,380,000 of Contingent Income Memory Auto-Callable Securities linked to Micron Technology, Inc. common stock, at $1,000 per security, fully and unconditionally guaranteed by Morgan Stanley, with principal at risk.

The notes pay a contingent coupon at an annual rate of 24.50%, but only when Micron’s closing level is at or above the coupon barrier of $432.73 (50% of the $865.46 initial level). Missed coupons may be paid later if the barrier is met, but can be lost entirely.

Starting July 20, 2027, the notes are automatically called if Micron’s level is at or above the call threshold of $865.46 on any redemption determination date, returning principal plus due and unpaid coupons. If held to July 24, 2031 and the final level is below the downside threshold of $432.73, repayment is reduced 1% for each 1% decline, potentially to zero. The estimated value on the pricing date is $976.20 per security, below the issue price, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering $537,000 of Contingent Income Auto-Callable Securities due January 25, 2028, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index. These principal-at-risk notes are issued at $1,000 per security, with an estimated value of $968 on the pricing date.

The securities pay a 9.50% per annum contingent coupon, but only if on each observation date all three indices are at or above their coupon barrier levels, set at 70% of initial levels (for example, 11,538.10 for the NDXT Index). The notes are automatically redeemed at par plus the contingent coupon if on any redemption determination date each index is at or above its call threshold level, equal to 100% of its initial level.

If not called and at maturity any index is below its downside threshold level (also 70% of its initial level), investors lose 1% of principal for each 1% decline in the worst-performing index, up to a total loss of the entire principal. The notes offer no participation in index gains, are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk, may have little or no secondary market liquidity, and carry uncertain U.S. tax treatment, including potential withholding for non-U.S. holders.

Morgan Stanley Finance LLC is issuing Jump Securities with an auto-callable feature due July 25, 2029, fully and unconditionally guaranteed by Morgan Stanley. These unsecured notes are linked to the S&P 500 Index and place the investor’s principal at risk, with no guaranteed return of principal and no interest payments.

Each security has a $1,000 stated principal amount, with an aggregate principal amount of $4,256,000. The notes may be automatically redeemed starting on August 2, 2027 if the index closes at or above the call threshold level of 7,443.28, paying early redemption amounts of $1,105 in 2027 or $1,210 in 2028 per security. If not called and the index is at or above the threshold on July 20, 2029, investors receive $1,315 per security at maturity. Otherwise, repayment is $1,000 × (final level / initial level), resulting in a 1% loss of principal for each 1% index decline, down to zero.

The estimated value on the pricing date is $976.40 per security, below the $1,000 issue price due to embedded issuing, selling, structuring and hedging costs. The notes are subject to Morgan Stanley’s credit risk, potential limited secondary market liquidity, early redemption risk, and uncertain U.S. federal income tax treatment, including issues under Section 871(m) for non-U.S. holders.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due July 25, 2029, fully and unconditionally guaranteed by Morgan Stanley, linked to the common stock of Micron Technology, Inc. These are unsecured, principal-at-risk structured notes issued at $1,000 per security, with an aggregate principal amount of $333,000.

Investors may receive a contingent coupon at 31.50% per annum, payable only on observation dates when Micron’s closing level is at or above the coupon barrier level of $432.73, equal to 50% of the initial level of $865.46. Missed coupons can be paid later if the barrier is met, but may never be received. The notes are automatically redeemed at par plus applicable coupons if Micron’s closing level on any redemption determination date is at or above the call threshold level of $865.46.

If not called, and on the final observation date Micron is at or above the downside threshold level of $432.73, holders receive par plus any contingent coupon then payable. If the final level is below that threshold, repayment is reduced 1% for each 1% decline in Micron’s level, potentially to zero. The estimated value on the pricing date is $979.20 per security, below the issue price, reflecting structuring and hedging costs. Payments depend on Morgan Stanley’s and MSFL’s credit; secondary market liquidity and U.S. tax treatment are described as uncertain and potentially adverse.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered Participation Securities due December 23, 2027, linked to the worst performing of the Nasdaq-100 Index® and the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with an aggregate principal of $4,000,000, and pays no interest.

At maturity, if both indices finish above their initial levels, holders receive principal plus 100% of the worst underlier’s gain, capped at a maximum payment of $1,276 per security (127.60% of principal). If at least one index is at or below its initial level but both remain at or above 85% of initial (a 15% buffer), investors receive principal plus 100% of the absolute decline of the worst index, effectively capped at a positive 15% return. If either index ends below its 85% buffer level, principal is reduced by 1% for each 1% decline of the worst index beyond the buffer, subject to a minimum payment of 15% of principal.

The estimated value on the pricing date is $982.60 per security, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. The notes are unsecured and subject to the credit risk of both MSFL and Morgan Stanley, involve limited liquidity, potential significant loss of principal, valuation uncertainty and complex U.S. tax treatment.

Morgan Stanley Finance LLC is offering Market Linked Securities linked to the common stock of Blackstone Inc. (NYSE: BX), fully and unconditionally guaranteed by Morgan Stanley. The securities have a $1,000 face amount and a current estimated value of $963.90 per security on the pricing date.

The notes pay a contingent coupon at a rate of 17.00% per annum, but only for months when the Blackstone stock closing price on the relevant calculation day is at or above the coupon threshold price of $86.527 (70% of the $123.61 starting price). Beginning after a three‑month non-call period, the notes are auto-callable if the stock closes at or above the starting price on a calculation day, redeeming at $1,000 plus the applicable coupon.

If the notes are not called and the final stock price on the July 2029 calculation day is at or above the downside threshold of $86.527, investors receive the $1,000 principal at maturity (plus any final coupon). If the ending price is below the downside threshold, the maturity payment is reduced in proportion to the stock’s decline, exposing investors to losses of more than 30% and potentially all of their principal. Investors do not participate in any upside of the stock, receive no dividends, face Morgan Stanley’s credit risk, and may encounter limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering principal-at-risk, auto-callable market-linked securities due July 25, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 face amount and is linked to the lowest performing of Broadcom (AVGO), Alphabet Class A (GOOGL) and Netflix (NFLX) common stock.

The notes may be automatically called on July 23, 2027 if each stock’s closing price is at or above its call price (90% of its starting price), paying a fixed $1,450 call payment (a 45% return) and then terminating. If not called, at maturity investors receive 300% of any positive return of the lowest performer, or a contingent absolute return for declines up to 50%, capped at a total of face amount plus $500. If the lowest performer falls more than 50%, repayment is proportionally reduced and investors may lose more than 50%, up to all of principal. The securities pay no interest or dividends, have limited liquidity, and all payments are subject to Morgan Stanley’s credit. The current estimated value is $926.90 per $1,000 security, below the offering price due to issuing, selling, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC is offering $2,508,000 of market-linked, auto-callable principal-at-risk securities, each with a $1,000 face amount, linked to the worst performer of Mastercard, American Express, Citigroup and Goldman Sachs common stocks, and fully guaranteed by Morgan Stanley.

The notes may be automatically called monthly from July 2027 if all four stocks close at or above their respective starting prices, paying fixed call amounts up to $1,745.50 (a 74.550% premium) per security on the final calculation day. If not called, investors receive $1,000 at maturity only if every stock finishes at or above its 50% downside threshold; otherwise the payoff is $1,000 × the performance factor of the lowest-performing stock, exposing investors to losses greater than 50% and potentially all principal.

The securities pay no interest or dividends, have limited upside to preset call premiums, and are subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $947.00 per $1,000 security, reflecting issuance, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC is offering Dual Directional Auto-Callable Trigger PLUS notes linked to the Class A common stock of Space Exploration Technologies Corp., guaranteed by Morgan Stanley. Each note has a $1,000 stated principal, pays no interest and exposes holders to the issuer’s credit risk.

The notes may be automatically redeemed on August 12, 2027 if the SpaceX share price on the first determination date is at or above the initial share price, paying an early redemption amount of $1,465 per $1,000 note. If not called, at maturity on August 3, 2028 investors receive: 150% of any stock upside above the initial price; or, if the final price is between 60% and 100% of the initial price, a positive “absolute return” up to a 40% cap; or, if below 60%, a loss matching the stock’s decline, potentially losing the entire principal.

The estimated value on the pricing date is $949.90 per note, below the $1,000 issue price due to structuring, hedging and distribution costs, including $20 selling commission and $5 structuring fee per note. The underlying SpaceX stock began trading only in June 2026, so it has limited price history, and the issuer highlights significant market, liquidity, credit, valuation and tax risks.

Morgan Stanley Finance LLC is offering Jump Securities with an auto-callable feature due August 8, 2031, linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays no periodic interest, with principal at risk.

The notes auto-redeem on August 11, 2027 if on the first determination date (August 6, 2027) the index is at or above 100% of the initial level, paying an early redemption amount of $1,132.50 per security. If held to maturity and not called, investors receive $1,000 plus an upside payment equal to 170% of the index gain if the final level is above the initial level, $1,000 if the final level is between 60% and 100% of the initial level, and a loss of 1% of principal for each 1% index decline below the 60% downside threshold, potentially to zero.

The estimated value on the pricing date is approximately $948.70 per security, reflecting issuance, selling, structuring and hedging costs. All payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley, and there may be limited or no secondary market liquidity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk Buffered Jump Securities with an auto-call feature maturing on August 15, 2031, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $908.10, reflecting embedded costs.

The notes pay no interest and may be automatically redeemed quarterly starting August 13, 2027 if the index level is at or above 100% of the initial level, for fixed call payments that imply about 19.30% per annum, rising from $1,193 to $1,948.917 per $1,000. If held to maturity and not called, investors receive $1,965 per security if the final index level is at or above the call threshold, only principal back if it is between the 15% buffer (85% of initial) and the threshold, and a 1-for-1 loss beyond the 15% buffer down to a minimum payment of 15% of principal. Returns depend entirely on index performance and the issuers’ credit, and investors do not participate in any upside beyond the fixed payoff schedule.

Morgan Stanley Finance LLC is offering Jump Securities with an auto-callable feature, unsecured notes linked to the S&P 500® Index and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with maturity on August 5, 2031, and no periodic interest.

The notes may be automatically redeemed on August 12, 2027 if the S&P 500 closing level on August 9, 2027 is at least 100% of the initial level, paying an early redemption amount of $1,092.50 per security. If held to maturity and not called, investors receive $1,000 plus 125% of any index gain if the final level exceeds the initial level, $1,000 if the final level is between 75% and 100% of the initial level, and a loss matching the index decline if the final level is below 75% of the initial level, potentially down to zero.

The securities are subject to principal risk, issuer and guarantor credit risk, limited liquidity, early redemption risk, and uncertain U.S. tax treatment. The estimated value on the pricing date is approximately $963.70 per $1,000 security, reflecting issuance, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature due August 5, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000 and pays no periodic interest; principal is at risk.

The notes are linked to the worst performer of the Dow Jones Industrial Average and the S&P 500 Index. On August 3, 2027, if each index is at or above its call threshold (100% of its initial level), the notes are automatically redeemed for an early redemption payment of $1,105.50 per security.

If not called, at maturity investors receive upside exposure to the worst-performing index if both are above initial, full principal back if each stays at or above its 85% buffer level, and a loss of 1% of principal for each 1% decline of the worst-performing index beyond the 15% buffer, subject to a minimum payment of 15% of principal. The estimated value on the pricing date is approximately $947.20 per security, reflecting issuance, selling, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an Auto-Callable feature due August 3, 2028, linked to the Nasdaq-100 Index®, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays no periodic interest; all payments depend on index performance and Morgan Stanley’s credit.

The notes can be automatically redeemed on August 4, 2027 if the index on July 30, 2027 is at or above 100% of its initial level, paying a fixed $1,114 per security. If not called, at maturity investors receive: principal plus leveraged upside (200% participation) if the index is above its initial level; only principal if the index is between 85% and 100% of its initial level; or a reduced amount if it falls below 85%, with losses beyond a 15% buffer, subject to a minimum maturity payment of 15% of principal. The estimated value on the pricing date is approximately $983.90 per security, below the issue price due to issuance, selling, structuring and hedging costs.