MORGAN STANLEY SEC Filings

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.