MORGAN STANLEY SEC Filings

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.