MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering $303,000 of S&P 500®-linked Trigger Participation Securities, fully and unconditionally guaranteed by Morgan Stanley, at $1,000 per security. These unsecured notes pay no interest and expose investors to full principal at risk.

At maturity on January 21, 2028, if the S&P 500 final level exceeds the initial level of 7,457.69, holders receive principal plus 100% of index gains, capped at a maximum payment of $1,215 per security (121.50% of principal). If the final level is between the initial level and the downside threshold of 5,220.383 (70% of the initial level), investors receive only their $1,000 principal.

If the index closes below the downside threshold, repayment is reduced 1% for each 1% index decline, with no minimum payment; the investment could be lost entirely. The estimated value on the pricing date is $987.60 per security, below the issue price due to issuance, structuring and hedging costs. Returns depend on MSFL and Morgan Stanley credit, limited liquidity and uncertain tax treatment.

Morgan Stanley Finance LLC is offering Performance Leveraged Upside Securities (PLUS), principal-at-risk structured notes fully and unconditionally guaranteed by Morgan Stanley, with a stated principal of $1,000 per security and aggregate principal of $250,000, maturing on July 23, 2029. The notes pay no interest and do not guarantee any return of principal.

The payoff is based on the worst performing of three ETFs: Invesco QQQ Trust, Series 1, iShares Semiconductor ETF and State Street Technology Select Sector SPDR ETF. If each final level exceeds its initial level (QQQ $697.75, SOXX $524.10, XLK $176.50), investors receive principal plus a leveraged upside of 230% of the appreciation of the worst performer. If any underlier finishes at or below its initial level, repayment equals principal multiplied by the performance factor of the worst performer, with no minimum payment; losses are 1% of principal for each 1% decline, and the amount due can be zero. The estimated value on the pricing date is $970.30 per security, below the issue price, reflecting structuring and hedging costs and issuer economics. Payments are subject to Morgan Stanley’s credit risk, and liquidity may be limited.

Morgan Stanley Finance LLC is offering $1,290,000 of Contingent Income Memory Buffered Auto-Callable Securities, due July 22, 2031, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of $899.30, reflecting embedded issuance, structuring and hedging costs and issuer credit spreads.

The notes pay a 12.35% per annum contingent coupon, only when the index closes at or above the coupon barrier of 1,024.68 (80% of the 1,280.85 initial level) on the relevant observation date; missed coupons may be paid later if the barrier is met (“memory” feature). The notes are auto-callable on scheduled redemption dates if the index is at or above the call threshold of 1,280.85 (100% of initial), returning principal plus due and unpaid coupons. If held to maturity and not called, investors receive full principal only if the final index level is at or above the buffer level of 1,088.723 (85% of initial). Below this buffer, repayment is reduced 1% for each 1% index decline beyond the 15% buffer, but not below a minimum payment of 15% of principal, meaning substantial loss of capital is possible. Payments depend on Morgan Stanley’s credit, and the issuer warns of limited or no secondary market, complex tax treatment and significant risks tied to the relatively new decrement index.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,208,000 of Fixed Income Buffered Auto-Callable Securities due June 22, 2029, linked to the worst of the State Street SPDR S&P Metals & Mining ETF (XME) and the VanEck Gold Miners ETF (GDX). Each $1,000 note pays a fixed coupon at 7.00% per annum, regardless of underlier performance, until automatic early redemption or maturity. Starting January 19, 2027, the notes are automatically redeemed if on a determination date both ETFs close at or above 100% of their initial levels, returning principal plus the coupon. If held to maturity and both final levels are at or above their 83% buffer levels, investors receive full principal plus the final coupon; otherwise, principal is reduced 1% for each 1% decline of the worst underlier beyond the 17% buffer, but not below a 17% minimum payment of principal. The estimated value on the pricing date is $955 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Auto-Callable Securities due July 20, 2029 linked to the Class A common stock of ServiceTitan, Inc. The notes have a stated principal amount of $1,000 per security and an aggregate principal amount of $775,000.

Investors may receive a contingent coupon at 26.25% per annum, paid only if on each observation date the ServiceTitan share price is at or above the coupon barrier of $45.60, which is 60% of the initial level of $76.00. The notes are auto-callable quarterly starting October 19, 2026 if the underlier closes at or above the call threshold of $76.00, paying principal plus the applicable coupon and terminating further payments.

If not redeemed early, and the final share price on July 17, 2029 is at or above the downside threshold of $45.60, investors receive full principal (plus any final coupon). If it is below this level, repayment equals principal multiplied by the performance factor (final level/initial level), resulting in a 1% loss of principal for each 1% decline in the stock, down to possible total loss. The estimated value on the pricing date is $950.70 per $1,000 note, reflecting issuance, selling, structuring and hedging costs. All payments are subject to the credit risk of MSFL and Morgan Stanley, and liquidity and tax risks, including potential U.S. withholding for non-U.S. holders, are highlighted.

Morgan Stanley Finance LLC is issuing principal-at-risk Contingent Income Memory Auto-Callable Securities due July 22, 2031, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index and fully guaranteed by Morgan Stanley. The securities have a stated principal amount and issue price of $1,000 per security, with an aggregate principal amount of $1,319,000.

Investors may receive a contingent coupon at 8.00% per annum, paid only if the index’s closing level on an observation date is at or above the coupon barrier level of 1,850.613 (55% of the initial level). The notes are subject to automatic early redemption from April 19, 2027 onward if the index is at or above the call threshold level of 2,742.271 (81.50% of the 3,364.75 initial level), in which case investors receive principal plus the contingent coupon and any unpaid coupons.

If not redeemed early and the final index level is at or above the downside threshold level of 1,850.613, investors receive principal plus any due coupons. If the final level is below that threshold, the maturity payment is $1,000 multiplied by the performance factor (final level / initial level), resulting in a loss of 1% of principal for each 1% index decline and potentially a zero return. The estimated value on the pricing date is $906.20 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Auto-Callable Securities due July 20, 2029, fully and unconditionally guaranteed by Morgan Stanley, with $1,000 denomination and $740,000 aggregate principal. The notes are linked to the worst performing of Broadcom Inc., Capital One Financial Corporation and Shift4 Payments, Inc. common stocks and are principal-at-risk.

Investors may receive a 16.25% per annum contingent coupon, paid only if on each observation date all three underliers close at or above their coupon barrier levels, set at 50% of initial levels ($185.415 AVGO, $104.015 COF, $25.155 FOUR). Missed coupons can be paid later if the condition is met, but can be lost entirely. The notes are automatically called on scheduled dates if all underliers are at or above their 100% call thresholds (the initial levels), returning principal plus due and unpaid coupons.

If not called, at maturity investors receive principal back only if every underlier is at or above its downside threshold (50% of initial) or at least one is at or above its initial level. Otherwise, repayment is reduced 1% for every 1% decline of the worst performing underlier, potentially to zero. The estimated value on the pricing date is $921.30 per $1,000 note, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is issuing Contingent Income Buffered Auto-Callable Securities due July 20, 2028, linked to the worst performer of the Dow Jones Industrial Average and the State Street Technology Select Sector SPDR ETF, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with an aggregate principal of $610,000, and an original issue price of $1,000 including costs and dealer commissions; the estimated value on the pricing date is $962.10 per security.

Investors may receive a contingent coupon at 7.65% per annum, payable only when on an observation date the closing level of both underliers is at or above their coupon barrier levels (80% of initial levels). The notes are auto-callable quarterly from July 20, 2027 if each underlier is at or above its call threshold (100% of initial level), in which case investors receive principal plus the applicable coupon and no further payments.

If not called, at maturity investors receive principal back only if the final level of each underlier is at or above its buffer level (75% of initial level). Otherwise, the payoff is reduced 1% for each 1% decline of the worst-performing underlier beyond the 25% buffer, subject to a minimum payment of 25% of principal, so a substantial loss of principal is possible. Investors do not participate in any upside of either underlier. The securities are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley and may have limited or no secondary market liquidity. The U.S. tax treatment is uncertain, and non-U.S. investors may face 30% withholding on coupons.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered PLUS notes linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are principal-at-risk unsecured obligations.

Each security has a $1,000 stated principal amount, with a total offering of $100,000, maturing on July 24, 2029. At maturity, if the index is above the initial level of 596.71, investors receive principal plus 116% of the index gain. If the final level is at or below the initial level but at or above the buffer level of 80% of the initial level, investors receive a positive absolute return up to a 20% gain.

If the index falls below the buffer, investors lose 1% of principal for each 1% decline beyond the 20% buffer, subject to a minimum payment of 20% of principal. The estimated value on the pricing date is $956.50 per $1,000 note, reflecting issuance, structuring and hedging costs. All payments depend on Morgan Stanley’s credit, secondary market liquidity may be limited, and U.S. tax treatment is uncertain.