MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC priced structured notes offering contingent coupons at an annual rate of 11.45%, with a $1,000 stated principal per security and an estimated value on the pricing date of approximately $900.10. The notes are principal-at-risk: they pay contingent coupons only when the underlying S&P® U.S. Equity Momentum 40% VT 4% Decrement Index closes at or above a coupon barrier (75% of the initial level) on observation dates, and they automatically redeem early if the index closes at or above the call threshold (100% of the initial level) on a redemption determination date. If not redeemed, maturity pay‑out depends on the final level relative to a 15% buffer (buffer level = 85% of initial); if the final level is below the buffer, investors lose 1% of principal for each 1% decline beyond the buffer, subject to a minimum payment at maturity of 15% of principal. Final observation date is July 28, 2031 and maturity date is July 31, 2031. All payments are unsecured obligations of MSFL and fully guaranteed by Morgan Stanley; payments remain subject to issuer credit risk.

Morgan Stanley Finance LLC is offering Dual Directional Buffered PLUS notes due July 27, 2029, fully and unconditionally guaranteed by Morgan Stanley. The notes have a stated principal amount of $1,000 per security and pay no interest; at maturity returns depend on the S&P 500® Futures Excess Return Index closing level on the observation date.

Key mechanics disclosed: a leverage factor of 137.40% on upside, a 20% buffer (buffer level = 80% of initial level), an absolute return participation rate of 100% for limited positive return if the index declines but remains above the buffer, and a minimum payment at maturity of 20% of principal. The issuer estimates the securities' value on the pricing date at approximately $982.20. All payments are subject to issuer credit risk and the securities expose investors to possible substantial principal loss.

Morgan Stanley Finance LLC is offering structured, principal‑at‑risk securities due June 22, 2028 that are fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000 and pays a contingent coupon at an annual rate of 15.00% only if the closing level of each underlier meets or exceeds its coupon barrier on each observation date. The securities are linked to the worst performing of three underliers: the Russell 2000® Index, the S&P 500® Index and the State Street® Technology Select Sector SPDR® ETF (XLK). If not redeemed earlier and if the final level of any underlier is below its downside threshold (70% of its initial level), payment at maturity will be the stated principal multiplied by the performance factor of the worst performing underlier, which could result in a significant loss of principal or a zero payment. The issuer may call the securities on specified redemption dates beginning on October 21, 2026 if a risk neutral valuation model indicates redemption is economically rational; under no circumstances will the securities be redeemed before the first redemption date. All payments are subject to the credit risk of Morgan Stanley.

Morgan Stanley Finance LLC is offering Buffered Securities based on the Russell 2000® Index due July 6, 2032 with an aggregate principal amount of $2,000,000. Each Buffered Security has a stated principal amount of $1,000, an original issue price of $1,000 and an estimated value on the pricing date of $972.60. The securities provide layered payoff terms: an upper strike at 99% of the initial average, a middle strike at 88%, a 12% downside buffer, a minimum payment of $120 and a maximum payment of $1,643.50. Payments are unsecured, fully guaranteed by Morgan Stanley and subject to the issuer's credit risk; these securities do not pay interest and are not listed for trading.

Morgan Stanley Finance LLC is offering structured, principal-at-risk, auto-callable notes due August 3, 2029, linked to the worst performing of Amazon, Meta Platforms Class A and Microsoft common stock. Each security has a $1,000 stated principal amount and an issue price of $1,000. The securities pay no regular interest, may be automatically redeemed on the first determination date if each underlier meets its call threshold, and otherwise deliver either the principal plus an upside payment or a principal reduced in proportion to the decline of the worst performing underlier at maturity.

The securities include a 300% participation rate for upside, an early redemption payment of $1,700 if triggered on the first determination date, and an estimated value on the pricing date of approximately $934.90 per security. All payments are subject to Morgan Stanley Finance LLC's and Morgan Stanley's credit risk.

Morgan Stanley Finance LLC is offering Dual Directional Buffered PLUS notes due July 29, 2030, fully guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and does not pay interest. Returns depend on the S&P 500® Futures Excess Return Index final level versus the strike. Upside is leveraged at 168% of appreciation. A 20% buffer protects against losses up to 20%, but losses beyond the buffer reduce principal dollar-for-dollar subject to a 20% minimum payment at maturity. Estimated value on the pricing date was approximately $979.80 per security. All payments are subject to issuer and guarantor credit risk and the offering includes issuance, structuring and hedging costs embedded in the issue price.

Morgan Stanley Finance LLC priced a Preliminary Pricing Supplement for Dual Directional Buffered PLUS securities due July 29, 2031 linked to the S&P 500® Futures Excess Return Index. The securities have a $1,000 stated principal amount per security and an estimated value on the pricing date of approximately $974.70 per security.

The payout at maturity depends on the final level on the observation date of July 24, 2031: if the underlier is higher, holders receive principal plus a 195.50% leverage of appreciation; if the underlier is down but at or above an 80% buffer level, holders receive principal plus the absolute depreciation (capped effectively at 20% positive return); if below the buffer, losses occur dollar-for-dollar beyond the 20% buffer with a minimum payment of 20% of principal.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due January 13, 2028 with a 1-year initial non-call period. The notes pay a contingent semi-annual coupon at an annual rate of 55.20% only if each underlying stock closes at or above a downside threshold equal to 40% of its initial share price on observation dates.

Payments (including principal) are based on the worst performing of Advanced Micro Devices, Inc., Bloom Energy Corporation and Palantir Technologies Inc.. Securities are principal-at-risk: if the worst-performing underlying closes below its downside threshold at final observation, maturity payment equals $1,000 multiplied by that stock’s performance factor and could be less than 60% or zero. All payments are subject to issuer credit risk and the securities are fully and unconditionally guaranteed by Morgan Stanley.

Morgan Stanley Finance LLC priced a callable, principal-at-risk note linked to the worst performing of the SPDR® Gold Trust (GLD), VanEck® Gold Miners ETF (GDX) and VanEck® Junior Gold Miners ETF (GDXJ). Each security has a $1,000 stated principal amount, a 14.40% annual contingent coupon (paid only if each underlier is at or above its 75% coupon barrier on each observation date) and a buffer of 25% against declines. The securities are callable beginning on September 11, 2026 based on a risk neutral valuation model selected by the calculation agent. If not redeemed, maturity is January 12, 2027; if the final level of the worst performing underlier is below its 75% buffer, investors suffer losses equal to 1.3333% of principal for every 1% decline beyond the buffer. Estimated value on pricing date: approximately $981.90 per security. All payments are subject to Morgan Stanley’s credit risk.