MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Trigger Jump Securities due August 26, 2027, linked to the common stock of Repligen Corporation and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and does not guarantee any return of principal.

At maturity, investors receive $1,000 plus a fixed upside payment of $477.50 per security (a 47.75% gain) if the Repligen share price on the observation date is at or above the initial level. If the final level is below the initial level but at or above 90% of the initial level, investors receive only the $1,000 principal. If the final level is below the 90% downside threshold, repayment is reduced 1% for each 1% decline in the stock, with no minimum payment, so the investment could lose all principal.

The securities are unsecured obligations of MSFL under its Series A Global Medium-Term Notes program, with all payments subject to Morgan Stanley’s and MSFL’s credit risk. The estimated value on the pricing date is approximately $981.90 per security, reflecting issuing, selling, structuring and hedging costs that reduce economic terms and likely secondary-market prices. The notes are designed for fee-based advisory accounts willing to forgo dividends and upside beyond 47.75% in exchange for contingent, limited downside protection at 90% of the initial level.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities, unsecured notes linked to the S&P 500® Index and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and matures on October 18, 2027.

At maturity, if the index’s final level is at or above the buffer level of 6,758.28 (90% of the initial level of 7,509.20), investors receive $1,000 plus a fixed upside payment of $115.50, an 11.55% return. If the final level is below the buffer level, the payout is reduced 1% for each 1% decline beyond the 10% buffer, subject to a minimum payment of 10% of principal. The estimated value on the pricing date is approximately $993.70 per security. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering market-linked, principal-at-risk notes tied to the Class A common stock of Meta Platforms, Inc., maturing on July 27, 2029 and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 face amount and an estimated value on the pricing date of about $965.90, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes pay a contingent quarterly coupon at a rate to be set on the pricing date, but at least 14.30% per annum, only if Meta’s stock on each calculation day is at or above 70% of the starting price. Beginning in October 2026, the notes are auto-callable if Meta’s stock is at or above 90% of the starting price, returning the $1,000 face amount plus the applicable coupon. If not called, at maturity investors receive $1,000 only if the final price is at or above the 70% downside threshold; otherwise, repayment is reduced one-for-one with Meta’s decline, resulting in a loss of more than 30% and potentially all principal. Investors do not participate in any upside of Meta’s stock, all payments are subject to Morgan Stanley’s and MSFL’s credit risk, and there may be little or no secondary market.

Morgan Stanley Finance LLC is offering principal at risk, auto-callable market-linked securities due August 3, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 face amount and is linked to an unequally weighted basket of five foreign equity indices (EURO STOXX 50, Nikkei 225, FTSE 100, Swiss Market Index and S&P/ASX 200) with weights of 40%, 25%, 17.5%, 10% and 7.5%, respectively.

The notes may be automatically called on August 5, 2027 if the basket level is at or above the starting level, paying a call amount of at least $1,100 per $1,000 face value; no further payments occur after a call. If not called, at maturity investors receive: (i) $1,000 plus 150% of any positive basket return; (ii) $1,000 if the basket is between 90 and 100; or (iii) a buffered downside payment with a 10% buffer, with losses up to 90% of principal possible.

The estimated value on the pricing date is approximately $955.10 per security, reflecting structuring and hedging costs and a selling commission of up to $25.75 per security (proceeds to the issuer of $974.25 per security). The securities pay no interest or dividends, have limited liquidity, are subject to Morgan Stanley’s credit risk and involve complex tax and market risks.

Morgan Stanley Finance LLC is offering principal at risk, auto-callable market-linked securities with a $1,000 face amount per security, fully and unconditionally guaranteed by Morgan Stanley and linked to the lowest performing of Broadcom, Micron Technology and Pfizer common stocks. The notes run to August 3, 2029, with monthly call observations starting in August 2027. If on any calculation day each stock’s closing price is at or above its call price (70% of its starting price), the security is automatically called for a fixed cash call payment, with scheduled minimum call payments ranging from $1,325.00 on the first calculation day up to $1,975.00 on the final calculation day.

If the notes are not called and, on the final calculation day, every stock is at or above its downside threshold price (50% of starting), investors receive $1,000 plus the absolute return of the lowest-performing stock, capped at a 50% gain. If any stock finishes below its downside threshold, repayment is $1,000 multiplied by that stock’s performance factor, so investors can lose more than 50% and up to all principal. The securities pay no interest or dividends, are unsecured obligations subject to Morgan Stanley’s credit risk, and have an estimated value on the pricing date of about $936.20 per security, below the $1,000 issue price due to issuance, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is issuing structured auto-callable Jump Notes due July 21, 2033, fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, sold in $1,000 denominations with an aggregate principal amount of $637,000, and pay no periodic interest.

The return is linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, with an initial and call threshold level of 1,280.85. Starting July 21, 2027, if on any determination date the index closes at or above the call threshold, the notes are automatically redeemed for a fixed amount that steps up from $1,100 to $1,600 per note over six annual observation dates; no further payments occur thereafter.

If the notes are not redeemed early, at maturity investors receive the $1,000 principal plus an upside payment equal to 100% of any index appreciation, or only principal if the final index level is at or below the initial level. The estimated value on the pricing date is $924.70 per note, below the issue price, reflecting issuance, structuring and hedging costs. Key risks include issuer and guarantor credit risk, limited liquidity, capped upside if called, the complex decrement and volatility-targeting index methodology, and treatment as contingent payment debt instruments for U.S. tax purposes with a comparable yield of 5.2221% per annum.

Morgan Stanley Finance LLC is offering market-linked, principal-at-risk securities linked to the S&P 500® Index, due August 1, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 face amount, with a price to the public of $1,000, dealer commissions of $17.75 per security and proceeds to the issuer of $982.25 per security. The current estimated value on the pricing date is expected to be about $972.90 per security (within $25 of that figure), reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes feature a quarterly automatic call beginning February 1, 2027: if on any calculation day the S&P 500 closes at or above the starting level, investors receive a fixed call payment and the notes are redeemed early. Indicative minimum call payments range from $1,043.00 on the first calculation day (about 4.30% premium) up to $1,172.00 on the final calculation day (about 17.20% premium), with no further upside participation in index gains.

If the notes are not called, the maturity payment depends on the S&P 500 closing level on the final calculation day. If the ending level is below the starting level but at or above the threshold level (80% of the starting level), investors receive the face amount of $1,000. If the ending level is below the threshold level, the payoff is $1,000 × performance factor (ending level ÷ starting level), exposing holders 1-to-1 to index declines beyond 20%, with the possibility of losing more than 20% and up to all of principal. The securities pay no periodic interest or dividends, have limited appreciation potential, are subject to Morgan Stanley’s credit risk, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with an auto-callable feature, fully guaranteed by Morgan Stanley, linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a stated principal and issue price of $1,000, with an aggregate principal amount of $4,692,000 and an estimated value on the pricing date of $951.10.

The notes may be automatically redeemed quarterly from January 19, 2027 onward if the index closes at or above the call threshold of 3,028.275 (90% of the initial level of 3,364.75), paying increasing fixed early redemption amounts (about 20.50% per annum).

If not redeemed early, maturity on July 22, 2031 pays $2,025 per security if the final level is at or above the call threshold, $1,000 if the final level is between the call threshold and the downside threshold of 2,018.85 (60% of initial), and $1,000 × (final level / initial level) if below the downside threshold, exposing investors to full downside and potentially zero return. The notes pay no interest, do not participate in index upside beyond the fixed amounts, are unsecured obligations subject to Morgan Stanley’s credit risk, and reference a relatively new, leveraged, volatility-targeted index with a 4% per annum decrement and limited live history.