MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Jump Securities with an auto-call feature due August 5, 2031, linked to the Russell 2000® Index and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, but principal is at risk and no periodic interest is paid.

The notes may be automatically redeemed on August 12, 2027 for an early redemption payment of $1,136 per security if the Russell 2000® closing level on August 9, 2027 is at or above 100% of its initial level. If held to maturity and not called, investors receive principal plus a performance-based upside if the index ends above its initial level, principal only if it finishes between 75% and 100% of the initial level, and a 1% loss of principal for each 1% index decline below 75%, potentially down to zero. The participation rate on upside is 125%. The estimated value on the pricing date is about $961 per $1,000 security, reflecting structuring and hedging costs, and all payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC is offering principal at risk Callable Contingent Income Buffered Securities due August 1, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays a contingent coupon at 10.85% per annum, but only if on each observation date the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the State Street Utilities Select Sector SPDR ETF are all at or above their respective coupon barrier levels set at 70% of initial level.

Beginning on October 30, 2026, the issuer may redeem the notes in whole on specified redemption dates, but only if a risk neutral valuation model indicates early redemption is economically rational for Morgan Stanley; redemption is not triggered directly by underlier performance. If held to maturity and each underlier finishes at or above its 80% buffer level, investors receive full principal plus any final contingent coupon. If any underlier finishes below its buffer, maturity payment is reduced 1% for every 1% decline of the worst performer beyond the 20% buffer, subject to a minimum payment of 20% of principal. The estimated value on the pricing date is approximately $983.60 per security, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is offering Buffered PLUS structured notes due August 5, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and exposes investors to the performance of the worst performing of the Dow Jones Industrial Average and the S&P 500® Index.

At maturity, if the final level of each index is above its initial level, investors receive principal plus a leveraged upside payment equal to 116.80% of the appreciation of the worst performer. If at least one index is at or below its initial level but both remain at or above 85% of initial (the buffer level), investors receive only principal. If either index falls below its buffer level, investors lose 1% of principal for each 1% decline of the worst performer beyond the 15% buffer, but not below a minimum payment of 15% of principal.

The estimated value on the pricing date is approximately $945.60 per security, reflecting issuance, selling, structuring and hedging costs. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and there may be limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering Jump Securities with Auto-Callable Feature linked to the iShares Semiconductor ETF, each with a $1,000 stated principal amount, fully and unconditionally guaranteed by Morgan Stanley but with principal at risk and no periodic interest.

The notes may be automatically redeemed quarterly from July 29, 2027 onward if the ETF’s closing level is at or above the call threshold, paying an early redemption amount that targets about 23.50% per annum, up to $1,685.417 per $1,000 if called on the final observation before maturity. If held to August 2, 2029 and not called, investors receive $1,705 per security if the final level is at or above the call threshold, only principal back if between the call and the 50% downside threshold, and a proportional loss of 1% of principal for each 1% decline below that threshold, potentially losing their entire investment.

The estimated value on the pricing date is about $946.50 per $1,000, reflecting issuance, selling, structuring and hedging costs and Morgan Stanley’s credit spreads. Payments depend on Morgan Stanley’s and MSFL’s credit, involve complex U.S. tax treatment, and expose holders to sector-specific risks of the semiconductor industry.

Morgan Stanley Finance LLC is offering market-linked notes due July 31, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no periodic interest and is an unsecured obligation subject to the issuers’ credit risk.

The notes are linked to the S&P 500® Futures Excess Return Index. At maturity, if the final index level on the July 28, 2031 observation date is above the initial level set on July 27, 2026, investors receive principal plus an upside payment equal to 131.50% of the index gain. If the final level is equal to or below the initial level, investors receive only the principal back.

The notes will not be listed on any securities exchange, and secondary liquidity may be limited. The estimated value on the pricing date is approximately $947 per $1,000 note, reflecting issuance, selling, structuring and hedging costs. For U.S. tax purposes, the securities are expected to be treated as contingent payment debt instruments, requiring annual accrual of interest income based on a comparable yield.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due February 2, 2028, linked to the Class A common stock of Space Exploration Technologies Corp., and fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk, unsecured notes with a stated principal amount of $1,000 per security.

Investors may receive a contingent coupon at an annual rate of 25.45%, paid on scheduled coupon dates only if on the related observation date the underlier’s closing level is at or above the coupon barrier level, set at 50% of the initial level. Missed coupons can be paid later if a future observation date meets the barrier, but unpaid coupons are forfeited if the barrier is never met again. The notes are auto-callable on specified redemption determination dates if the underlier closes at or above the call threshold level of 100% of the initial level, in which case investors receive principal plus the applicable contingent coupon and any previously unpaid contingent coupons, and the investment terminates early.

If not redeemed early, at maturity investors receive the stated principal amount plus any contingent coupon and unpaid coupons only if the final level is at or above the downside threshold level, also 50% of the initial level. If the final level is below this threshold, repayment is reduced by the full percentage decline of the underlier (payment equals principal multiplied by the performance factor), and the amount can be reduced to zero. The estimated value on the pricing date is approximately $960.50 per $1,000 security, reflecting embedded costs and a rate advantageous to the issuer. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the securities involve limited liquidity, complex tax treatment and the risk of losing the entire investment.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due August 6, 2027, linked to Chipotle Mexican Grill, Inc. common stock, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price of $1,000, with an estimated value of approximately $982.50 on the pricing date.

Investors may receive a contingent coupon at 17.64% per annum, but only when the stock’s closing level on an observation date is at or above the coupon barrier level of $21.658. The notes are automatically redeemed if the stock closes at or above the call threshold level of $33.32 on specified redemption determination dates, paying principal plus due and previously unpaid contingent coupons.

If not redeemed early and the final stock level is at or above the downside threshold level of $21.658, investors receive principal plus any payable coupons at maturity. If the final level is below the downside threshold, repayment is reduced one-for-one with the stock’s decline, and the maturity payment can be significantly less than principal or zero. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the securities are not insured deposits.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due July 26, 2028, issued in $1,000 denominations and fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, principal-at-risk obligations linked to the worst performing of Bank of America, Citigroup and JPMorgan Chase common stocks.

Investors may receive a contingent coupon at 11.00% per annum, payable only on observation dates when each stock closes at or above its coupon barrier level, with unpaid coupons potentially paid later if barriers are met. The notes are auto-callable quarterly starting October 21, 2026 if each stock is at or above its call threshold (100% of its initial level), in which case investors receive principal plus the applicable coupon and any previously unpaid coupons, and the notes terminate.

If the notes are not called, principal is repaid at maturity only if the final level of each stock is at or above its downside threshold set at 60% of its initial level. If any stock finishes below its downside threshold, the payoff is reduced by the full percentage decline of the worst performer, and could be zero. Initial stock levels on July 21, 2026 were $61.22 for BAC, $132.84 for C and $345.23 for JPM. The estimated value on the pricing date is approximately $976.20 per $1,000 note, reflecting issuing, selling, 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 Enhanced Buffered Jump Securities, $1,000-denomination notes linked to the Class A ordinary shares of Accenture plc, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and do not guarantee return of principal.

At maturity on August 6, 2027, if the Accenture share price (final level) is at or above the buffer level of 75% of the initial level, investors receive $1,000 plus a fixed upside payment of $240.50, a 24.05% return, regardless of how much the stock has risen. If the final level is below the buffer level, repayment is reduced by 1.3333% of principal for each 1% decline in the stock beyond the 25% buffer, with no minimum payment, so the investment could be worth zero.

The initial level is $140.86, set on July 21, 2026, and the payoff is determined solely by the closing level on the observation date of August 3, 2027. The estimated value on the pricing date is about $982 per $1,000, reflecting structuring and hedging costs and Morgan Stanley’s funding rate, and selling agents receive up to $10 per $1,000 in fees. Investors are exposed to Morgan Stanley’s and MSFL’s unsecured credit risk, limited liquidity, complex pricing, and uncertain U.S. tax treatment.