MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is issuing $1,500,000 of Dual Directional Trigger Jump Securities, each with a $1,000 principal amount, linked to the EURO STOXX 50® Index and fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk structured notes pay no interest and do not guarantee repayment of principal.

At maturity in July 2031, if the index final level is at or above the initial level of 6,230.87, investors receive $1,000 plus the greater of the index gain or a fixed $510 upside payment (51%). If the index is below the initial level but at or above the downside threshold of 4,673.153 (75% of initial), investors receive $1,000 plus a positive return equal to the absolute index decline, capped at a 25% gain. If the index finishes below the downside threshold, repayment is $1,000 × (final level / initial level), implying a 1% loss of principal for each 1% index decline and no minimum payment. The estimated value on the pricing date is $952.60 per security, below the issue price, reflecting structuring, hedging and distribution costs and the issuer’s lower funding rate. Agent commissions are $33.50 per security, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is issuing Auto-Callable Trigger PLUS notes linked to the EURO STOXX 50® Index, fully and unconditionally guaranteed by Morgan Stanley. The offering size is $28,025,000, at $1,000 stated principal amount per security, maturing on August 5, 2031.

The notes pay no interest and do not guarantee principal. They are automatically redeemed if, on the July 26, 2027 determination date, the index closes at or above the initial index value of 6,230.87, for an early redemption payment of $1,173.60 per $1,000 security. If not called, at maturity investors receive $1,000 plus 150% of any index gain; $1,000 if the final index value is between the initial level and the downside threshold of 4,984.696 (80% of initial); or $1,000 multiplied by index performance if below the threshold, which can result in a substantial or total loss.

The estimated value on the pricing date is $955.80 per security, below the issue price due to embedded costs, including $27.50 sales commissions and a $5 structuring fee per security. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing contingent income memory auto-callable securities due July 20, 2028, linked to the Class A subordinate voting shares of Shopify Inc. The aggregate offering is $122,000, at $1,000 stated principal amount per security.

Investors may receive a 20.00% per annum contingent coupon, payable only if Shopify’s closing level on an observation date is at or above the coupon barrier of $74.136 (60% of the initial level), with unpaid coupons potentially paid later if the barrier is met. The notes are automatically redeemed at par plus due and unpaid coupons if, on any redemption determination date from January 19, 2027 onward, Shopify closes at or above the call threshold of $123.56 (100% of the initial level).

If not redeemed early, principal is repaid at maturity only if the final level is at or above the downside threshold of $74.136; otherwise, repayment is reduced 1% for each 1% decline in the underlier, potentially to zero. The estimated value on the pricing date is $958.30 per security, below the issue price, 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 Callable Contingent Income Securities due July 20, 2029, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per security and an aggregate principal amount of $11,534,000. These principal-at-risk notes are linked to the worst performer of the Nasdaq-100 Index, the Russell 2000 Index and the VanEck Semiconductor ETF.

The securities pay a contingent coupon at 20.30% per annum, but only if on each observation date the closing level of every underlier is at or above its coupon barrier, set at 60% of the initial level for each underlier. If any underlier is below its barrier on an observation date, no coupon is paid for that period. From January 22, 2027 onward, the issuer may redeem the notes early on specified monthly dates if a risk neutral valuation model indicates it is economically rational for Morgan Stanley to do so, paying principal plus any due coupon, after which no further payments are made.

If the notes are not redeemed early and on the final observation date each underlier is at or above its downside threshold level (also 60% of initial), investors receive the full principal plus any final contingent coupon. If any underlier finishes below its downside threshold, repayment is reduced in proportion to the decline of the worst-performing underlier, potentially to zero. The estimated value on the pricing date is $980.30 per security, below the $1,000 issue price, reflecting issuance, structuring and hedging costs. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering digital basket-linked notes, fully and unconditionally guaranteed by Morgan Stanley, with a $1,000 face amount per note and no interest payments. The notes are principal-at-risk, unsecured obligations under the Series A Global Medium-Term Notes program.

Repayment at maturity, expected about 47–50 months after the trade date, depends on a weighted equity basket: EURO STOXX 50® (40%), TOPIX (25%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P®/ASX 200 (7%). If the basket return is positive or zero, investors receive the greater of a Threshold Settlement Amount expected between $1,396.70 and $1,465.50 per $1,000 or $1,000 plus the basket return. If the basket return is negative, investors receive $1,000 plus the basket return and can lose some or all principal.

The price to the public is $1,000 per note, including an agent’s commission of $42.60, for issuer proceeds of $957.40 per note. The estimated value on the trade date is about $945.20, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes will not be listed, secondary liquidity may be limited, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Buffered Auto-Callable Securities due August 4, 2027, linked to the common stock of Amazon.com, Inc., fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, issue price of $1,000 and an aggregate principal amount of $8,284,000. The securities are principal-at-risk notes and are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk.

Holders may receive a contingent coupon at 19.16% per annum, payable on scheduled coupon dates only if the Amazon stock closing level is at or above the coupon barrier level of $210.146 (85% of the initial level of $247.23) on the related observation date. Unpaid coupons may be “remembered” and paid later if a subsequent observation meets the barrier, but can be lost entirely if the barrier is never met. The notes are automatically callable on specified redemption determination dates starting October 30, 2026 if the stock closes at or above the call threshold level of $247.23, for repayment of principal plus the current and any previously unpaid coupons.

If not called, at maturity investors receive principal back only if the final level is at or above the buffer level of $210.146. Below this buffer, repayment is reduced by 1.1765% for each 1% decline in the underlier beyond the 15% buffer, with no minimum payment at maturity, so the investment could result in a total loss. The estimated value on the pricing date is $984.60 per security, below the $1,000 issue price, reflecting issuance, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due August 3, 2028, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performing of the Nasdaq-100® Technology Sector Index℠, the Russell 2000® Index and the State Street® Industrial Select Sector SPDR® ETF.

Investors may receive a contingent coupon at 13.15% per annum, paid only if on each observation date all three underliers are at or above their respective coupon barrier levels, set at 70% of initial levels. The notes are callable in whole, but not in part, on scheduled redemption dates beginning February 3, 2027 if a specified risk neutral valuation model indicates early redemption is economically rational for the issuer. If held to maturity and every underlier finishes at or above its downside threshold (also 70% of initial), investors receive the $1,000 stated principal plus any final coupon; otherwise, the maturity payment is reduced 1% for each 1% decline in the worst-performing underlier, potentially to zero. The estimated value on the pricing date is approximately $979 per $1,000, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering $290,000 of Contingent Income Auto-Callable Securities linked to Western Digital Corporation common stock, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes have a stated principal amount and issue price of $1,000 per security.

Investors may receive a contingent coupon at 56.85% per annum, payable only if on each observation date the Western Digital share price is at or above the coupon barrier level of $286.332 (60% of the initial level of $477.22). The notes are automatically redeemed at par plus the contingent coupon if on any redemption determination date the stock closes at or above the $477.22 call threshold.

If not called and the final stock level is at or above the downside threshold of $286.332, investors receive principal back (plus any final coupon). If the final level is below this threshold, repayment is reduced in full proportion to the stock’s decline and may be zero. The estimated value on the pricing date is $954.80 per security, below the issue price due to embedded costs, and all payments are subject to Morgan Stanley’s credit and limited secondary-market liquidity.

Morgan Stanley Finance LLC is offering $500,000 of Contingent Income Memory Auto-Callable Securities, at $1,000 per security, linked to the common stock of Alaska Air Group, Inc., fully and unconditionally guaranteed by Morgan Stanley, with principal at risk.

The securities pay a 30.32% per annum contingent coupon only if the stock’s closing level on an observation date is at or above the coupon barrier level of $30.953. They are automatically redeemed if, on specified redemption determination dates starting October 29, 2026, the stock closes at or above the call threshold level of $47.62, paying principal plus the current and any previously unpaid contingent coupons.

If not redeemed early, and on the July 29, 2027 final observation date the stock is at or above the downside threshold level of $30.953, investors receive principal plus any contingent coupon due. If the final level is below the downside threshold, repayment is reduced in proportion to the stock’s decline, potentially to zero. The estimated value on the pricing date is $982.40 per security, reflecting issuance, structuring and hedging costs and the issuer’s credit spreads.