MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $5,000,000 of Contingent Income Memory Buffered Auto-Callable Securities due August 3, 2027, linked to KLA Corporation common stock, at $1,000 per security. These are principal-at-risk structured notes with no guaranteed interest.

Investors may receive a contingent coupon at 38.76% per annum, payable only if on each observation date the KLA share price is at or above the coupon barrier level of $142.591, with missed coupons potentially paid later if the barrier is met. The notes are automatically called if the stock closes at or above the call threshold of $263.24 (120% of the $219.37 initial level) on specified determination dates, returning principal plus due coupons.

If not called, and at maturity the final stock level is at or above the buffer level of $142.591 (35% buffer), investors receive principal plus any payable coupons. If the final level is below the buffer, principal is reduced by 1.5385% for each 1% decline beyond the buffer, with no minimum repayment, so the loss could reach 100%. The estimated value on the pricing date is $983.40 per $1,000, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering contingent income auto-callable securities linked to the common stock of Netflix, Inc., fully and unconditionally guaranteed by Morgan Stanley. The notes are part of the Series A Global Medium-Term Notes program and expose investors to principal loss.

Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $100,000. A contingent coupon at an annual rate of 12.00% is paid only if Netflix’s closing level on the relevant observation date is at or above the coupon barrier of $48.265, which is 70% of the initial level of $68.95. The same level serves as the downside threshold; if the final level is below this at maturity and the notes have not been called, investors lose 1% of principal for each 1% decline in the stock, potentially down to zero.

The notes are automatically redeemed at par plus any due coupon if, on any redemption determination date from January 19, 2027 onward, the stock closes at or above the call threshold of $68.95. The estimated value on the pricing date is $948.10 per security, reflecting issuance, selling, structuring and hedging costs borne by investors. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Callable Contingent Income Securities due July 20, 2029, linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices, in an aggregate principal amount of $542,000 at $1,000 per security.

Investors may receive a 9.90% per annum contingent coupon, paid only if on each observation date every index is at or above its coupon barrier (70% of its initial level). The issuer can redeem the notes on specified redemption dates if a risk neutral valuation model indicates redemption is economically rational.

If not redeemed and each index finishes at or above its downside threshold (60% of its initial level), investors receive principal back plus any final coupon; otherwise the maturity payment is reduced 1% for each 1% decline of the worst-performing index and can fall to zero. The estimated value on the pricing date is $981.30 per security, below the issue price, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Jump Securities with an auto-callable feature due July 20, 2029, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the State Street Technology Select Sector SPDR ETF.

Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $2,184,000. On the first determination date, July 20, 2027, if the closing level of each underlier is at or above its call threshold (set at 100% of its initial level), the notes are automatically redeemed for a fixed $1,254 per security and no further payments are made.

If not called, at maturity investors receive: (i) principal plus an upside payment if each underlier’s final level exceeds its initial level, where the upside equals 175% of the gain of the worst performing underlier; (ii) principal only if any underlier is at or below its initial level but all remain at or above their downside thresholds set at 60% of initial levels; or (iii) principal multiplied by the performance factor of the worst underlier if any finishes below its downside threshold, resulting in 1% loss of principal for each 1% decline, potentially down to zero.

The securities pay no interest, offer no principal guarantee, and their value depends on the worst performing underlier. They are unsecured obligations of MSFL, subject to Morgan Stanley’s guarantee, and all payments are exposed to Morgan Stanley’s credit risk. The estimated value on the pricing date is $962.00 per security, lower than the issue price due to issuing, selling, structuring and hedging costs, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering $3,425,000 of Dual Directional Trigger Jump Securities linked to a weighted basket of five international equity indices, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 principal amount, matures on July 23, 2031, pays no coupons and is principal at risk.

At maturity, if the basket is at or above its initial value, investors receive $1,000 plus the greater of the basket’s percentage gain or a fixed 44.81% upside payment ($448.10). If the basket is down but no more than 25% (above the 75 trigger level), investors receive a positive “absolute return” matching the basket’s loss, capped at 25%. If the basket falls more than 25%, repayment is reduced 1% for each 1% decline with no buffer, and investors could lose their entire investment.

The initial basket value is 100, with component weightings of 40% EURO STOXX 50, 25% Tokyo Stock Price Index, 17.5% FTSE 100, 10% Swiss Market Index and 7.5% S&P/ASX 200. The estimated value on the pricing date is $944.40 per security, below the issue price, reflecting embedded costs and issuer pricing. Liquidity is not assured, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Enhanced Trigger Jump Securities linked to the iShares Semiconductor ETF, maturing January 21, 2028. Each security has a $1,000 stated principal amount, issue price of $1,000, and is part of the Series A Global Medium-Term Notes program, with an aggregate principal amount of $500,000.

At maturity, if the arithmetic-average final level of the ETF on five specified January 2028 dates is at or above the downside threshold level of $344.825 (65% of the $530.50 initial level), investors receive $1,000 plus a fixed upside payment of $358, a 35.80% return. If the final level is below the downside threshold, the payout equals $1,000 multiplied by the performance factor (final level / initial level), producing a 1% principal loss for each 1% ETF decline, with no minimum payment and potential total loss of principal.

The securities pay no interest and all payments are subject to the credit risk of MSFL and Morgan Stanley. The estimated value on the pricing date is $978.20 per security, below the issue price because it includes issuing, selling, structuring and hedging costs and a rate advantageous to the issuer. Agent’s selling compensation is up to $12.50 per $1,000, yielding proceeds of $987.50 per security to MSFL. Risks highlighted include lack of principal protection, limited upside to the fixed payment, ETF and semiconductor sector volatility, liquidity constraints in secondary trading, model-based valuation uncertainty, potential conflicts of interest, and uncertain U.S. federal income tax treatment of these prepaid financial contracts.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities due August 11, 2027, linked to the common stock of Eli Lilly and Company and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value of approximately $983.50 on the pricing date.

The notes pay a contingent coupon at an annual rate of at least 16.80%, but only if Eli Lilly’s closing level on each observation date is at or above the coupon barrier level, set at 80% of the initial level; missed coupons can be paid later if the barrier is met. The securities are subject to automatic early redemption on specified dates if the stock is at or above the call threshold level of 100% of the initial level, in which case investors receive principal plus due and unpaid contingent coupons.

If not redeemed early, at maturity investors receive principal back only if the final level is at or above the 80% buffer level. If the final level falls below the buffer level, repayment is reduced by a downside factor of 1.25% for each 1% decline of the underlier beyond the 20% buffer, potentially resulting in a loss of the entire principal. The notes are unsecured, subject to Morgan Stanley’s credit risk, provide no participation in stock appreciation, and have no minimum payment at maturity.

Morgan Stanley Finance LLC is offering Trigger PLUS notes due July 27, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000 and pays no interest.

The payoff is linked to the worst performing of the Nasdaq-100 Index, S&P 500 Index and Vanguard Information Technology ETF. If the final level of each underlier is above its initial level, investors receive principal plus a leveraged upside payment equal to 162% of the worst underlier’s positive return. If the worst underlier finishes at or above 70% of its initial level, principal is repaid. If the worst underlier finishes below 70% of its initial level, investors lose 1% of principal for every 1% decline in that underlier, with no minimum repayment and potential total loss of principal.

The estimated value on the pricing date is approximately $987 per $1,000 security. The notes are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley, may have limited or no secondary market, and carry complex U.S. tax treatment described as prepaid financial contracts that are open transactions.

Morgan Stanley Finance LLC is offering Buffered Participation Securities due November 16, 2027, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is a principal-at-risk note linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index.

At maturity, if both indices finish above their initial levels, holders receive $1,000 plus an upside payment equal to 100.50% of the worst performer’s gain. If either index is at or below its initial level but both remain at or above 85% of their initial levels, investors receive only the $1,000 principal. If either index ends below its 85% buffer level, repayment is reduced 1% for each 1% decline of the worst performer beyond the 15% buffer, with a minimum payment of 15% of principal.

The estimated value on the pricing date is $985.20 per security, reflecting issuance, selling, structuring and hedging costs borne by investors. The securities are unsecured obligations of MSFL, subject to the credit risk of both MSFL and Morgan Stanley, and may have limited or no secondary market liquidity.