MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities due August 20, 2027, linked to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the final level of each index is at or above its downside threshold (70% of its initial level), investors receive $1,000 plus a fixed upside payment of $120 per security, a 12% return, regardless of how much the indices rise above the thresholds. If any index ends below its downside threshold, the payout is $1,000 multiplied by the performance factor of the worst-performing index, producing a 1% loss of principal for each 1% decline of that index; the payment can be reduced to zero and there is no minimum payment.

The aggregate principal amount is $2,940,000, with an issue price of $1,000 per security and an estimated value on the pricing date of $987.10 per security, reflecting issuance, selling, structuring and hedging costs and the issuer’s funding rate. 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, fully guaranteed by Morgan Stanley, is offering $700,000 of Contingent Income Memory Auto-Callable Securities linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each note has a $1,000 principal amount and matures on July 22, 2031, with principal at risk.

The notes pay a 14.00% per annum contingent coupon, only when the index’s closing level on an observation date is at or above the coupon barrier of 2,018.85 (60% of the initial level). Missed coupons can be paid later if the barrier is subsequently met. The notes are automatically called if the index is at or above the call threshold of 3,364.75 (100% of the initial level) on a redemption determination date, returning principal plus due coupons.

If not called, and the final index level is at or above the downside threshold of 2,018.85, investors receive full principal plus applicable coupons; if below, repayment is reduced one-for-one with the index decline, potentially to zero. The estimated value on the pricing date is $950.40 per note, below the $1,000 issue price, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is issuing structured notes called Trigger PLUS, linked to the S&P 500® Index and maturing on August 4, 2032, fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount and an aggregate principal amount of $7,098,000.

At maturity, if the S&P 500 final index value is above the initial level of 7,457.69, investors receive $1,000 plus 130% of the index percent increase, capped at a maximum payment of $1,850 per note (185%). If the index is at or below the initial level but at or above the trigger level of 6,339.037 (85% of initial), investors receive only the $1,000 principal. If the index closes below the trigger level, repayment is $1,000 multiplied by the index performance factor, creating a 1% loss of principal for each 1% index decline, and investors can lose their entire investment.

The notes pay no interest, will not be listed on any exchange, and all payments are subject to the credit risk of MSFL and Morgan Stanley. The issue price is $1,000, but the estimated value on the pricing date is $942.70, reflecting embedded costs, including a $30 sales commission and a $5 structuring fee per note. The product involves complex risks, including market volatility, limited liquidity, issuer credit risk, model-based valuation and uncertain tax treatment.

Morgan Stanley Finance LLC is issuing $9,242,230 of Trigger Autocallable Notes linked to the Nasdaq-100 Index®, fully and unconditionally guaranteed by Morgan Stanley. Each Security has a $10 issue price and a 5-year term to July 22, 2031, subject to quarterly automatic call after one year.

If on any quarterly Observation Date beginning July 26, 2027 the index closes at or above the Initial Level of 28,592.66, the notes are called and pay $10 plus a fixed Call Return based on a 10.88% per annum Call Return Rate (up to 54.40% on the final date). Investors do not participate in any index appreciation beyond these fixed amounts.

If the notes are not called and the Final Level is below the Initial Level but at or above the Downside Threshold of 21,444.495 (75% of the Initial Level), investors receive only the $10 principal. If the Final Level is below the Downside Threshold, repayment is $10 × (1 + Underlying Return), exposing holders to the full downside of the index and potentially a complete loss of principal. The notes pay no interest or dividends, have limited or no secondary market liquidity, and all payments are subject to the credit risk of MSFL and Morgan Stanley. The estimated value on the trade date is $9.685 per $10 Security, below the issue price due to selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering $738,000 of Performance Leveraged Upside Securities (PLUS), unsecured notes fully and unconditionally guaranteed by Morgan Stanley, linked to an equally weighted basket of ten U.S. and foreign stocks and maturing on August 11, 2027. Each PLUS has a $1,000 stated principal amount, pays no interest and provides 150% leveraged upside on basket gains, capped at a maximum payment of $1,430 (143% of principal). If the final basket value is at or below the initial basket value of 100, investors receive $1,000 multiplied by the basket performance factor, with no minimum payment, so the entire investment can be lost.

The basket holds ten equally weighted components, including Bloom Energy, EQT, Eaton, GE Vernova, NextEra Energy, Trane Technologies, Vertiv, Vistra, Williams and Exxon Mobil, with fixed multipliers set from their July 17, 2026 initial prices. The PLUS are not listed on any exchange; the estimated value on the pricing date is $956.70 per PLUS versus the $1,000 issue price, reflecting embedded issuing, structuring and hedging costs and dealer compensation. Commissions total $10 per PLUS plus a $5 structuring fee, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing $6,017,000 of Callable Contingent Income Securities due January 22, 2029, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performer among the EURO STOXX 50® Index, the iShares® Russell 2000 Value ETF and the iShares® Expanded Tech-Software Sector ETF.

Investors may receive a contingent coupon at 11.30% per annum, paid only if on each observation date all three underliers are at or above their coupon barrier levels, set at 55% of their initial levels and equal to the downside thresholds. If the notes are not redeemed early and any underlier finishes below its downside threshold, principal is reduced one-for-one with the loss of the worst-performing underlier, potentially to zero. Early redemption can occur on scheduled redemption dates only if a risk neutral valuation model indicates it is economically rational for the issuer; redemption is not triggered mechanically by underlier performance.

The notes price at $1,000 per security, with an estimated value of $980.30, reflecting issuance, structuring and hedging costs borne by investors. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and secondary market liquidity is expected to be limited.

Morgan Stanley Finance LLC is offering $422,000 of Contingent Income Memory Auto-Callable Securities due July 20, 2028, linked to the common stock of Advanced Micro Devices, Inc., fully and unconditionally guaranteed by Morgan Stanley but with principal at risk.

Each $1,000 note pays a 24.00% per annum contingent coupon only if AMD’s closing level on an observation date is at or above the coupon barrier of $297.456 (60% of the $495.76 initial level); missed coupons may be paid later if the barrier is met. The notes auto-call at par plus due coupons if AMD is at or above 100% of the initial level on any redemption determination date. If held to maturity and not called, principal is repaid only if the final level is at or above the downside threshold of $297.456; otherwise, repayment is reduced in full proportion to AMD’s decline and can be zero. The estimated value is $950.40 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Auto-Callable Securities due July 20, 2029, linked to the Class A common stock of Meta Platforms, Inc., in an aggregate principal amount of $500,000. Each security has a stated principal amount and issue price of $1,000 and is fully and unconditionally guaranteed by Morgan Stanley, with all payments subject to their credit risk. The estimated value on the pricing date is $969.30 per security, reflecting issuance, structuring and hedging costs.

The notes pay a contingent coupon at 12.20% per annum on scheduled coupon dates only if Meta’s closing level on the related observation date is at or above the coupon barrier level of $387.606 (60% of the $646.01 initial level); missed coupons may be paid later if the barrier is subsequently met. The notes are subject to automatic early redemption on specified dates if Meta’s level is at or above the call threshold of $646.01 (100% of the initial level), in which case holders receive principal plus the relevant coupon and any unpaid coupons, and the notes terminate. At maturity, if not previously redeemed, holders receive full principal plus any due coupons only if Meta’s final level is at or above the downside threshold of $387.606; otherwise, repayment is reduced proportionally to Meta’s decline, with losses matching the percentage drop and the payment potentially reduced to zero.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due August 3, 2027, linked to the common stock of KLA Corporation and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with a total offering of $1,000,000. The notes pay a contingent coupon at 39.20% per annum only if KLA’s closing share price on an observation date is at or above the coupon barrier level of $109.519, with unpaid coupons potentially paid later if the barrier is subsequently met.

The notes are subject to automatic early redemption if, on any redemption determination date, KLA closes at or above the call threshold of $219.038 (100% of the initial level), returning principal plus applicable coupons. If not called, and on the final observation date the stock is at or above the downside threshold of $109.519 (50% of the initial level), investors receive full principal plus any contingent coupon. If the final level is below the downside threshold, repayment is reduced 1% for each 1% decline in KLA from the initial level of $219.038, potentially to zero. The securities are unsecured, subject to Morgan Stanley’s credit risk, and their estimated value on the pricing date is $984.20 per $1,000 security.