MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is issuing $800,000 of Jump Securities with an auto-callable feature due July 18, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the worst performing of the S&P 500 Index and the S&P 500 Equal Weight Index.

The notes pay no interest and do not guarantee principal. They are automatically redeemed on specified determination dates if the closing level of each index is at or above its call threshold (100% of its initial level), for early redemption payments implying about 9.65% per annum. If held to maturity and both final index levels are at or above their downside thresholds (80% of initial levels), investors receive $1,289.50 per security.

If at maturity either index is below its downside threshold, repayment is reduced dollar-for-dollar with the decline of the worst performing index, and the payout can fall to zero. The estimated value on the pricing date is $973.10 per security, reflecting issuance, structuring and hedging costs. All payments are subject to Morgan Stanley’s and MSFL’s credit risk, and the issuer highlights limited liquidity, valuation uncertainty, tax uncertainty and multiple conflicts of interest.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due July 20, 2028 linked to the common stock of NVIDIA Corporation, fully and unconditionally guaranteed by Morgan Stanley. The aggregate principal amount is $2,101,000 at an issue price of $1,000 per security, with principal at risk.

The notes pay a contingent coupon at 13.90% per annum, but only if on each observation date NVIDIA’s closing level is at or above the coupon barrier level of $121.686, which is also the downside threshold level, set at 60% of the initial level of $202.81. The securities are auto-callable: if on any redemption determination date the stock closes at or above the call threshold level of $202.81, investors receive the stated principal plus the applicable contingent coupon and no further payments.

If the securities are not redeemed early and the final level is at or above the downside threshold, investors receive principal back (plus any final contingent coupon, if payable). If the final level is below the downside threshold, repayment is reduced in proportion to the stock’s decline, and the payment at maturity can be significantly less than principal and could be zero. The estimated value on the pricing date is $971.30 per security, reflecting issuing, selling, structuring and hedging costs borne by investors. 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 offering Trigger Autocallable Notes linked to the S&P 500 Index, maturing on July 27, 2028. Each note has a $10 principal amount and a term of about two years, with quarterly observation dates beginning August 2, 2027.

If on any observation date the S&P 500 closes at or above the initial level, the notes are automatically called and pay $10 plus a fixed call return based on a per-annum Call Return Rate of 9.00% to 9.55%, ending further payments. If not called and the final index level is below the initial level but at or above 75% of the initial level (the downside threshold), investors receive only the $10 principal.

If the final level is below the downside threshold, repayment equals $10 × (1 + Underlying Return), exposing investors to the full decline of the index and potentially a complete loss of principal. The notes pay no interest, do not participate in any index appreciation beyond the fixed call returns, and are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley. The estimated value on the trade date is approximately $9.733 per $10 note, reflecting issuance, structuring and hedging costs and potentially lower secondary market prices.

Morgan Stanley Finance LLC is offering Jump Securities with an auto-call feature linked to the Nasdaq-100 Index®, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000, with an aggregate principal amount of $1,783,000. The notes pay no interest and principal is at risk.

The notes are automatically redeemed on July 23, 2027 if, on July 20, 2027, the index is at or above the call threshold level of 28,592.66, for an early redemption payment of $1,125.50 per note. If not called, at maturity on July 20, 2029 holders receive upside exposure at a 200% participation rate if the final index level exceeds the initial level of 28,592.66, return of principal if the final level is between the initial level and the downside threshold of 20,014.862, and a loss of 1% of principal for each 1% decline in the index below that threshold, potentially down to zero.

The estimated value on the pricing date is $985.40 per note, below the issue price due to structuring, hedging and distribution costs borne by investors. The securities are unsecured obligations subject to the credit risk of both MSFL and Morgan Stanley, may have limited or no secondary market liquidity, and carry complex tax and regulatory considerations.

Morgan Stanley Finance LLC is offering Enhanced Dual Directional Buffered Jump Securities linked to the S&P 500 Index, maturing October 13, 2027, in an aggregate principal amount of $324,000. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the S&P 500 final level is at or above the initial level of 7,457.69, holders receive principal plus a fixed digital payment of $67.50 per security (6.75%). If the index is between the digital threshold level 6,954.296 (93.25% of initial) and the initial level, investors receive principal, the digital payment and an additional positive return based on the absolute underlier return, capped at a 13.50% gain. If the index is between the buffer level 5,966.152 (80% of initial) and the digital threshold, investors participate 100% in the absolute decline, up to a 20% maximum gain.

Below the buffer level, investors lose 1% of principal for each 1% index decline beyond the 20% buffer, subject to a minimum payment at maturity of 20% of principal. The estimated value on the pricing date is $986.30 per $1,000 security, reflecting embedded costs. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and are subject to the issuers’ credit risk.

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount per security, an aggregate principal amount of $2,482,000, and mature on August 4, 2027.

The securities pay no interest and do not guarantee any return of principal. If the S&P 500 final level on the July 30, 2027 observation date is at or above the downside threshold of 5,966.152 (80% of the 7,457.69 initial level), holders receive $1,000 plus a fixed upside payment of $84.70 per security, regardless of how much the index has risen. If the final level is below the threshold, repayment is $1,000 multiplied by the index performance factor, producing a 1% loss of principal for each 1% index decline, with no minimum payment and the potential for total loss.

The issue price is $1,000 per security, including selling, structuring and hedging costs; the estimated value on the pricing date is $982.90. Morgan Stanley & Co. acts as agent with up to $10 in fees per $1,000 security. All payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley, and the issuer highlights limited liquidity, valuation, and U.S. tax uncertainties, including treatment as prepaid financial contracts and potential future changes in tax law.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due January 21, 2028, fully and unconditionally guaranteed by Morgan Stanley, with principal at risk. The notes are linked to the worst performing of the Dow Jones Industrial Average℠, Nasdaq-100® Technology Sector Index℠ and Russell 2000® Index.

Each security has a $1,000 stated principal amount, with an aggregate principal of $4,321,000, and pays a 12.30% per annum contingent coupon only if on an observation date the closing level of each index is at or above its coupon barrier (70% of its initial level). The same 70% levels act as downside thresholds at maturity; if any final index level is below its threshold, investors lose 1% of principal for every 1% decline of the worst performing index, potentially down to zero.

Beginning April 22, 2027, the issuer may redeem the notes on specified monthly dates at par plus any due coupon if a risk neutral valuation model indicates early redemption is economically rational for Morgan Stanley. The estimated value on the pricing date is $980.20 per $1,000 note, reflecting structuring and hedging costs, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Callable Contingent Income Buffered Securities, fully and unconditionally guaranteed by Morgan Stanley, with a maturity on July 23, 2027. The notes are linked to the worst performer of the SPDR Gold Trust (GLD), VanEck Gold Miners ETF (GDX) and VanEck Junior Gold Miners ETF (GDXJ) and are issued in $1,000 denominations, totaling $10,447,000.

Investors may receive a 16.50% per annum contingent coupon, payable only when on each observation date all three underliers close at or above their coupon barrier levels, set at 75% of their initial levels. Beginning January 22, 2027, the notes are callable in whole on specified dates if a risk neutral valuation model indicates early redemption is economically rational for the issuer.

If not redeemed early, principal is repaid at maturity only if each underlier’s final level is at or above its 25% buffer level. If any underlier finishes below its buffer, repayment is reduced by 1.3333% of principal for each 1% decline of the worst performer beyond the buffer, potentially to zero. The estimated value on the pricing date is $972.90 per $1,000 note, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering $840,000 of Enhanced Buffered Jump Securities with Downside Factor, linked to the capital stock of International Business Machines Corporation and fully and unconditionally guaranteed by Morgan Stanley. The notes are issued at $1,000 per security, pay no interest and do not guarantee any return of principal.

At maturity on August 3, 2027, if IBM’s final stock level is at or above the 75% buffer level, holders receive the stated principal plus a fixed upside payment of $191.70 per security (a 19.17% return), regardless of how much the stock has risen. If the final level is below the buffer, investors lose 1.3333% of principal for every 1% decline beyond the 25% buffer, with no minimum payment; the entire investment can be lost.

The initial level is $219.05 and the buffer level is $164.288. The estimated value on the pricing date is $984.50 per security, below the issue price, reflecting issuing, selling, structuring and hedging costs. The securities are unsecured obligations subject to Morgan Stanley’s credit risk, may have limited or no secondary market liquidity, involve complex U.S. tax treatment and are not equivalent to owning IBM stock.