Morgan Stanley 424B Filings

Morgan Stanley Finance LLC is offering Contingent Income Buffered Auto-Callable Securities due August 29, 2031, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000 and does not pay regular interest.

Investors may receive a contingent coupon at 15.00% per annum on scheduled payment dates, but only if the index level on the relevant observation date is at or above the coupon barrier level of 75% of the initial level. The notes are auto-callable on specified redemption determination dates if the index is at or above the call threshold level of 100% of the initial level, in which case holders receive principal plus the applicable coupon and no further payments.

If the notes are not redeemed early, at maturity investors receive principal in full only if the final index level is at or above the buffer level of 85% of the initial level. Below that, repayment is reduced by the index loss beyond the 15% buffer, but not below the minimum payment of 15% of principal, so a substantial loss of capital is possible. The estimated value on the pricing date is approximately $914.10 per $1,000, reflecting costs and issuer economics. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

MORGAN STANLEY (MS), through Morgan Stanley Finance LLC, is offering principal-at-risk Jump Securities with an auto-callable feature maturing November 30, 2027, linked to the worst performer of the State Street SPDR S&P Regional Banking ETF (KRE) and the iShares Semiconductor ETF (SOXX).

Each note has a $1,000 stated principal and issue price, with an estimated value on the pricing date of approximately $967, reflecting issuance, selling, structuring and hedging costs. Notes may be automatically redeemed quarterly from November 24, 2026, if each ETF is at or above its call threshold; early redemption payments step up from $1,037.50 to $1,175.00 per note.

If not called, and the final level of each ETF is at or above its upside threshold (90% of initial level), investors receive $1,187.50 per note. If at least one ETF finishes below its downside threshold (60% of initial level), repayment is reduced 1% for each 1% decline of the worst performer, down to zero. The notes pay no interest, offer no participation in ETF upside beyond the fixed returns, and are unsecured obligations of MSFL fully and unconditionally guaranteed by Morgan Stanley, exposing investors to the issuer’s and guarantor’s credit risk.

MORGAN STANLEY (MS), via Morgan Stanley Finance LLC, is offering principal-at-risk Enhanced Buffered Jump Securities linked to an equally weighted basket of seven semiconductor-related stocks. Each security has a $1,000 stated principal amount, pays no interest and is fully and unconditionally guaranteed by Morgan Stanley.

At maturity on September 17, 2027, if the basket’s final level is at or above the 80% buffer level, investors receive principal plus a fixed upside payment of at least $160.70 per security (16.07% of principal), regardless of how much the basket rises. If the final level falls below the buffer, investors lose 1.25% of principal for every 1% decline beyond the 20% buffer, with no minimum payment; a 70% decline would return $375 (37.5% of principal).

The estimated value on the pricing date is approximately $981.40 per security, below the $1,000 issue price due to issuing, selling, structuring and hedging costs and the issuer’s funding rate. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, offer limited upside, have uncertain tax treatment and may trade at significantly lower secondary-market prices with limited liquidity.

MORGAN STANLEY (MS), through Morgan Stanley Finance LLC, is offering principal-at-risk Contingent Income Auto-Callable Securities due May 17, 2028, in $1,000 denominations, fully and unconditionally guaranteed by Morgan Stanley and linked to an equally weighted basket of five U.S. stocks.

The notes pay a contingent coupon at 14.85% per annum only when the basket closing level is at or above the coupon barrier level of 70 on an observation date. They may be automatically redeemed on scheduled determination dates if the basket is at or above the call threshold level of 95, returning principal plus the coupon. If not called, at maturity investors receive principal back only if the final level is at or above the downside threshold level of 60; otherwise the payoff is fully exposed to basket losses and can be zero. The issuer’s estimated value on the pricing date is approximately $963.20 per $1,000 security, reflecting embedded costs and issuer economics.

Morgan Stanley (MS), through Morgan Stanley Finance LLC, is offering structured “Buffered Jump Securities” linked to the Global X Defense Tech ETF. Each note has a $1,000 stated principal and issue price, with an estimated value of about $976.50 after issuance, selling, structuring and hedging costs.

The notes may be automatically redeemed on September 16, 2027 if the ETF closes at or above 100% of its initial level on September 13, 2027, paying at least $1,129 per note and then terminating. If not called, at maturity on September 6, 2028 investors receive: principal plus 125% of any ETF gain; or principal only if the ETF is between 85% and 100% of its initial level; or a loss of 1.1765% of principal for each 1% decline beyond the 15% buffer, with no minimum payment.

The notes pay no interest, are unsecured obligations of Morgan Stanley Finance LLC fully and unconditionally guaranteed by Morgan Stanley, and are subject to both market risk of the ETF and Morgan Stanley’s credit risk. Minimum investment is $10,000, and U.S. tax treatment is described as prepaid financial contracts with noted uncertainties.

Morgan Stanley (MS), through Morgan Stanley Finance LLC, is offering principal-at-risk Enhanced Buffered Jump Securities linked to the S&P 500 Index, maturing on September 16, 2027. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the S&P 500 final level is at or above 90% of its initial level (the buffer level), investors receive $1,000 plus a fixed upside payment of at least $90 per security (at least 9% return), regardless of how high the index rises. If the final level is below the buffer level, investors lose about 1.1111% of principal for every 1% decline beyond the 10% buffer, with no minimum payment, so the entire investment can be lost. The estimated value on the pricing date is approximately $986 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley (MS), through Morgan Stanley Finance LLC, is offering principal-at-risk Buffered PLUS notes maturing August 16, 2029, linked to the worst performing of Apple Inc. stock, the S&P 500 Equal Weight Index and the S&P 500 Index. Each $1,000 security pays no interest and is fully and unconditionally guaranteed by Morgan Stanley.

At maturity, if the final level of each underlier is above its initial level, holders receive $1,000 plus 235% of the worst performer’s gain. If any underlier is at or below its initial level but all remain at or above 80% of their initial levels, investors receive only the $1,000 principal. If any underlier falls below its 80% buffer level, principal is reduced 1% for each 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 $970.20 per security, reflecting issuance, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley (MS), through Morgan Stanley Finance LLC, is offering Enhanced Trigger Jump Securities linked to the S&P 500® Index, issued under its Series A Global Medium-Term Notes program and fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk, unsecured notes that pay no interest and are not bank deposits or FDIC-insured.

Each security has a stated principal amount and issue price of $1,0007,748.50, with a downside threshold level of 6,198.80 (80% of the initial level). At maturity on September 16, 2027, if the final index level on the September 13, 2027 observation date is at or above the downside threshold, investors receive $1,000 plus a fixed upside payment of $86.20 per security, an 8.62% return regardless of how much the index has risen within that range.

If the final index level is below the downside threshold, investors are exposed 1-for-1 to the full decline in the index from the initial level, with no minimum payment, and could lose their entire investment. The estimated value on the pricing date is approximately $985.70 per $1,000, reflecting embedded costs and using Morgan Stanley’s proprietary models. The notes have limited liquidity, are subject to Morgan Stanley’s credit risk, and carry complex U.S. tax considerations, including treatment as prepaid financial contracts and potential future changes in tax law.

MORGAN STANLEY, through Morgan Stanley Finance LLC, is offering principal-at-risk Enhanced Trigger Jump Securities linked to the Class A ordinary shares of On Holding AG. The notes pay no interest and are fully and unconditionally guaranteed by Morgan Stanley.

Each $1,000 security pays at maturity: if the final level of On Holding is at or above the downside threshold level of $23.258 (75% of the initial level of $31.01), investors receive $1,243.60, a fixed 24.36% return. If the final level is below the threshold, repayment is $1,000 multiplied by the performance factor (final level ÷ initial level), producing a 1% loss of principal for each 1% decline, with no minimum and potential total loss.

The estimated value on the pricing date is approximately $979.20 per $1,000, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate. The notes are unsecured obligations subject to Morgan Stanley’s credit risk and may have limited or no secondary market liquidity, with a minimum investment of $10,000.

Morgan Stanley (MS), through Morgan Stanley Finance LLC, is offering unsecured, principal-at-risk structured "Jump Notes" with an auto-call feature due August 22, 2033, linked to the Morgan Stanley Amplitude Index. The notes pay no interest and return at least the stated principal at maturity, subject to Morgan Stanley’s credit risk.

The notes may be automatically redeemed on any of 12 semiannual determination dates starting August 24, 2027 if the index is at or above a call threshold equal to 101% of the initial level, paying fixed amounts that correspond to an annualized return of about 11.15% (for example, $1,111.50 per $1,000 note on the first call date up to $1,724.75 on the last). If not called and the final index level is at or above the threshold, investors receive $1,780.50 per $1,000 note; otherwise, they receive only principal.

The estimated value at pricing is approximately $911.20 per $1,000 note, reflecting embedded structuring and hedging costs. The Amplitude Index is a new, rules-based, multi-asset, volatility-targeted index with leverage and fees (about 1.4% per annum in back-tests), and much of its history is hypothetical. The notes will not be listed and secondary liquidity may be limited.

MORGAN STANLEY (MS), through Morgan Stanley Finance LLC, is offering Performance Leveraged Upside Securities ("PLUS"), unsecured structured notes linked to an equally weighted basket of ten U.S. and international stocks, maturing on September 13, 2027 and fully and unconditionally guaranteed by Morgan Stanley.

Each PLUS has a stated principal amount and issue price of $1,000, pays no interest, and is not listed on any exchange. At maturity, if the basket value is above its initial level, investors receive $1,000 plus 150% of the basket’s percentage gain, capped at a maximum payment of $1,247.50 per note (124.75% of principal). If the basket is flat, repayment is $1,000. If the basket has declined, repayment equals $1,000 times the ratio of final to initial basket value, with losses on a 1:1 basis and no minimum payment, so principal can be fully lost.

The basket allocates 10% weight to each of Amazon, Coherent, Corning, Linde, MP Materials, Northrop Grumman, NVIDIA, RBC Bearings, Rocket Lab and Space Exploration Technologies. The estimated value on the pricing date is approximately $902 per PLUS (about 9.8% below issue price), reflecting issuance, structuring and hedging costs. The notes are subject to Morgan Stanley’s credit risk, complex adjustment and market disruption provisions, and U.S. tax treatment as prepaid financial contracts is described as uncertain.

MORGAN STANLEY (MS), through Morgan Stanley Finance LLC, is offering unsecured, unlisted Contingent Income Memory Auto-Callable Notes due September 2, 2031, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per note and an issue price of $1,000 per note.

The notes pay a contingent coupon at 10.00% per annum, evaluated monthly, but only if on each observation date the closing level of every underlier (ARM, MRVL, ORCL, PLTR) is at or above its coupon barrier level, set at 80% of its initial level. Missed coupons can “memory” and be paid later once all underliers are again at or above their barriers, but may never be recovered if this condition is not met on subsequent dates.

The notes are automatically redeemed early if, on any redemption determination date starting August 30, 2027, the closing level of each underlier is at or above its call threshold level, set at 90% of its initial level, paying principal plus the current and any previously unpaid contingent coupons. If not redeemed early, investors receive $1,000 principal at maturity, plus any final and previously unpaid contingent coupons only if all underliers are at or above their coupon barriers on the final observation date. The issuer’s estimated value on the pricing date is approximately $943.80 per note, lower than the issue price due to structuring, hedging and distribution costs, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk and limited secondary-market liquidity.

Morgan Stanley (MS), via Morgan Stanley Finance LLC, is offering Contingent Income Auto-Callable Notes due August 26, 2031 linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each note has a $1,000 stated principal amount and issue price, and is fully and unconditionally guaranteed by Morgan Stanley.

Holders may receive a 10.50% per annum contingent coupon, paid monthly only when the index’s closing level on the relevant observation date is at or above 85% of the initial level. Starting August 23, 2027, the notes are automatically redeemed if on a redemption determination date the index closes at or above 100% of the initial level, paying principal plus the contingent coupon and then terminating.

If never called, at maturity investors receive the stated principal amount plus the final contingent coupon if the index meets the barrier on the final observation date. The notes do not participate in any index upside, are unsecured and subject to Morgan Stanley’s credit risk, have an estimated value of approximately $964.70 per note on the pricing date, and are not expected to be listed, which may limit liquidity.

Morgan Stanley (MS), via Morgan Stanley Finance LLC, is offering Performance Leveraged Upside Securities (PLUS) linked to the S&P 500® Index, maturing December 3, 2027. The notes pay no interest and have a stated principal amount of $1,000 per PLUS, with a 300% leverage factor on index gains.

At maturity, if the S&P 500 final value exceeds the initial value, investors receive $1,000 plus 300% of the index percent increase, capped at a maximum payment of $1,153.00 per PLUS (115.30%). If the final index value is less than or equal to the initial value, payment equals $1,000 times the index performance factor, with no minimum payment, so the entire investment can be lost.

The PLUS will not be listed on any exchange, and secondary trading may be limited. The estimated value on the pricing date is approximately $971.40 per PLUS, below the $1,000 issue price, reflecting embedded selling, structuring and hedging costs. All payments are unsecured and subject to the credit risk of Morgan Stanley Finance LLC and its guarantor, Morgan Stanley.

Morgan Stanley (MS is guaranteeing Auto-Callable Trigger PLUS notes issued by Morgan Stanley Finance LLC, linked to an equally weighted basket of ten U.S. and foreign stocks, maturing on September 6, 2028. Each security has a $1,000 stated principal amount and pays no interest.

The notes may be automatically redeemed on the first determination date, September 8, 2027, for an early redemption payment of $1,164 per $1,000 security if the basket value is at or above its initial level of 100. If not called, at maturity investors receive $1,000 plus 150% of any basket gain, $1,000 if the final basket value is between 80 and 100, or a loss on a 1-to-1 basis if the final basket value falls below the 80 downside threshold level, potentially resulting in a total loss.

The basket holds 10 components (including AMZN, COHR, GLW, LIN, MP, NOC, NVDA, RBC, RKLB and SPCX), each at 10% weighting. The estimated value on the pricing date is approximately $920.40 per security (within $35), reflecting issuing, selling, structuring and hedging costs. All payments are subject to the credit risk of MSFL and Morgan Stanley, and the notes are principal-at-risk, unsecured, and not FDIC insured.

MORGAN STANLEY (MS), through Morgan Stanley Finance LLC, is offering principal-at-risk Buffered Jump Securities with an auto-callable feature linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, maturing September 3, 2031. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $898.20, reflecting issuing, selling, structuring and hedging costs borne by investors.

The notes may be automatically redeemed starting September 1, 2027 if the index closes at or above the call threshold level, for early redemption payments that correspond to a return of approximately 18.15% per annum, rising from $1,181.50 on the first determination date to $1,892.375 on the 48th. If held to maturity and not previously redeemed, investors receive $1,907.50 per security if the final index level is at or above the call threshold level, the $1,000 principal if it is between the call threshold level and the buffer level, and a loss of 1% of principal for each 1% decline beyond the 15% buffer if the final level is below the buffer level, subject to a minimum payment of 15% of principal.

The securities pay no interest, do not participate in index upside beyond the fixed payments, and all payments are subject to the credit risk of Morgan Stanley and MSFL. The underlier is a relatively new, volatility-targeted, 4% decrement strategy index established on March 14, 2022, and the notes are unsecured, not bank deposits, and not insured by the FDIC or any governmental agency.

Morgan Stanley (MS), through Morgan Stanley Finance LLC, is offering principal-at-risk Digital S&P 500 Index-Linked Notes under its global medium-term note program, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 face amount, no interest, and a term expected to be about 17–20 months.

The payoff depends on the S&P 500 Index (“Underlier”). If, on the determination date, the index is at least 87.50% of its initial level, investors receive a fixed Maximum Settlement Amount expected between $1,119 and $1,140 per $1,000 note (about 111.90%–114.00% of face). If the index has fallen by more than 12.50%, the maturity payment declines linearly with a Buffer Rate of about 114.29%, and investors can lose up to their entire principal.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, and all payments are subject to Morgan Stanley’s credit risk. They will not be listed on any exchange, MS&Co. may but is not obligated to make a market, and secondary prices are expected to be below the issue price. The estimated value on the trade date is about $997.90 per $1,000 note, reflecting issuance, structuring, and hedging costs.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Buffered Jump Securities with an auto-call feature linked to the Global X Copper Miners ETF. The notes have a stated principal amount of $1,000 per security, total aggregate principal of $3,567,000, priced at par, with an estimated value of $966.30 on the pricing date.

The securities may be automatically redeemed on August 26, 2027 for an early redemption payment of $1,201 per security if the ETF’s closing level on August 23, 2027 is at or above the initial level of $88.03. If held to maturity on August 10, 2028 and not called, investors receive principal plus the greater of a fixed $402 upside payment or 100% participation in any ETF appreciation, if the final level is at or above the initial. A 30% buffer applies down to $61.621; below this, losses accelerate at 1.4286% of principal for each 1% further decline, with no minimum payment and full loss of principal possible. The notes pay no interest and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering market-linked, auto-callable principal-at-risk securities tied to the S&P 500® Index, maturing on August 14, 2028. The notes are issued at $1,000 per security, with an estimated value on the pricing date of $976.40 due to embedded costs.

After a six‑month non‑call period, the notes are automatically called quarterly if the S&P 500® closes at or above the starting level of 7,753.11, paying fixed call amounts from $1,042 up to $1,168 per $1,000. If not called and the final index level is between 80% and 100% of the starting level, investors receive $1,000; below the threshold level of 6,202.488, principal is reduced 1:1 with index decline, potentially to zero. The notes pay no interest or dividends, carry Morgan Stanley credit risk, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering Trigger PLUS notes linked to an equally weighted basket of the EURO STOXX 50 Index and the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley. The notes have a stated principal amount and original issue price of $1,000 per note, an aggregate principal amount of $18,498,000, price on August 7, 2026, and mature on August 12, 2032. They pay no interest and are unsecured obligations subject to Morgan Stanley’s credit risk.

At maturity, if the basket’s final value is above its initial value of 100, investors receive $1,000 plus 134.70% of the basket percent increase. If the final basket value is at or below the initial value but at or above the 65% trigger level, investors receive $1,000. If the final basket value is below the trigger level, repayment is $1,000 multiplied by the basket performance factor, resulting in a loss greater than 35% and possibly a total loss. The estimated value on the pricing date is $955.00 per note, reflecting issuing, selling, structuring and hedging costs and dealer compensation of up to $35 per note.

Morgan Stanley Finance LLC is offering $3,404,000 of Contingent Income Memory Buffered Auto-Callable Securities, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and maturing on August 12, 2031. Each security has a stated principal amount and issue price of $1,000.

The notes pay a 12.00% per annum contingent coupon, only when the index closes at or above the coupon barrier level of 958.174 (70% of the 1,368.82 initial level) on an observation date; missed coupons may be paid later if the barrier is subsequently met. The securities are automatically redeemed at par plus any due coupons if the index is at or above the call threshold of 1,368.82 (100% of initial) on any redemption determination date starting August 10, 2027.

If held to maturity without early redemption and the final index level is at or above the buffer level of 1,163.497 (85% of initial), investors receive principal back plus any payable coupons. Below the buffer, principal is reduced 1% for each 1% additional decline, subject to a minimum payment at maturity of 15% of principal. The estimated value on the pricing date is $917.60 per security, reflecting issuance, 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 issuing Buffered PLUS structured notes linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, issue price $1,000, and aggregate principal of $5,264,000, maturing on August 12, 2031.

The notes pay no interest. At maturity, if the index is above the initial level of 619.15, investors receive principal plus 195% of the index gain. If the final level is between the initial level and the buffer level of 433.405 (70% of initial), only principal is returned. Below the buffer, investors lose 1% of principal for each 1% decline beyond the 30% buffer, subject to a minimum payment of 30% of principal.

The estimated value on the pricing date is $983.20 per security, below the issue price due to issuing, selling, structuring and hedging costs. MS & Co. acts as agent, with per-security proceeds to the issuer of $993.75. All payments are subject to Morgan Stanley’s and MSFL’s credit risk, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is issuing Buffered PLUS notes linked to the Russell 2000® Index, fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, pay no interest and mature on October 13, 2027.

Each security has a $1,000 stated principal amount, with an aggregate principal of $320,000 and issue price of $1,000 per security. Investors receive 200% leveraged upside on index gains if the final level exceeds the initial level of 3,034.494, capped at a maximum payment of $1,137.50 (113.75% of principal). If the final level is between 90% and 100% of the initial level, principal is returned.

Below the 90% buffer level of 2,731.045, principal is reduced 1% for each 1% further index decline, subject to a minimum payment of 10% of principal. The estimated value on the pricing date is $972.70 per security, lower than the issue price due to embedded costs. The notes involve principal and issuer credit risk, limited liquidity, small-cap equity exposure and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC is offering $651,000 of principal at risk Jump Securities with an auto-callable feature, linked to the Class A common stock of Space Exploration Technologies Corp. Each security has a $1,000 stated principal amount and is fully and unconditionally guaranteed by Morgan Stanley.

The notes pay no interest and may be automatically redeemed quarterly from August 12, 2027 onward if the underlier’s closing level is at or above the call threshold level of $133.11. Early redemption payments escalate over time, from $1,248.50 on the first determination date up to $2,221.792 on the last.

If not called, payment at maturity depends on the final stock level. Investors receive $2,242.50 per security if the final level is at or above the call threshold, $1,000 if it is between the call threshold and the downside threshold level of $66.555, and $1,000 × (final level / initial level) if below the downside threshold, exposing investors to full downside and potential total loss. The estimated value on the pricing date is $902.80 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering structured Callable Contingent Income Securities due August 10, 2029, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per security and an aggregate principal amount of $2,100,000. The notes pay a contingent coupon at an annual rate of 18.10% on scheduled payment dates only if, on the related observation date, the closing level of each of the three underliers (XLE, EEM, KRE ETFs) is at or above its coupon barrier level set at 75% of its initial level.

Principal repayment at maturity is conditional: if the final level of each ETF is at or above its downside threshold level, set at 70% of its initial level, investors receive full principal (plus any final coupon). If any ETF finishes below its downside threshold, repayment is reduced 1% for each 1% decline of the worst-performing ETF and can fall to zero. The securities may be redeemed early, in whole, on specified redemption dates if a risk neutral valuation model indicates it is economically rational for the issuer, after which no further payments are made. All payments are subject to Morgan Stanley’s credit risk, and the estimated value on the pricing date is $983.90 per security, below the $1,000 issue price due to structuring and distribution costs.

Morgan Stanley Finance LLC is issuing contingent income auto-callable securities linked to the American depositary shares of Novo Nordisk A/S, fully guaranteed by Morgan Stanley. The notes have a $1,000 stated principal per security and an aggregate principal amount of $971,000.

Investors may receive a contingent coupon at 11.50% per annum, paid only if on each observation date the underlier’s closing level is at or above the coupon barrier level of $29.301 (62% of the initial level). The securities are automatically redeemed at par plus the contingent coupon if the underlier closes at or above the call threshold of $47.26 (100% of the initial level) on any redemption determination date starting February 8, 2027.

If not called, and on the final observation date the underlier is at or above the downside threshold of $29.301, investors receive principal back (plus any final coupon). If it is below that level, repayment is reduced one-for-one with the underlier’s decline, potentially to zero. All payments depend on Morgan Stanley’s and MSFL’s credit; the estimated value on the pricing date is $974.30 per $1,000 note.

Morgan Stanley Finance LLC is offering contingent income auto-callable securities due February 10, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $535,000.

The notes pay a 10.00% per annum contingent coupon, but only when the Nasdaq-100, Russell 2000 and S&P 500 indexes are each at or above their respective coupon barrier levels, set at 70% of their initial levels. The notes are automatically redeemed if, on specified redemption determination dates starting February 8, 2027, all three indexes are at or above their initial levels, returning principal plus the applicable coupon.

If not called and, on the final observation date, each index is at or above its downside threshold (70% of initial), investors receive full principal back plus any final coupon. If any index finishes below its downside threshold, repayment is reduced in proportion to the worst-performing index, down to zero in a severe decline. The estimated value on the pricing date is $978.10 per security, reflecting offering costs and issuer pricing.

Morgan Stanley Finance LLC is issuing $644,000 of Contingent Income Memory Auto-Callable Securities due August 10, 2029, linked to the Class A common stock of Space Exploration Technologies Corp., fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price.

The notes pay a contingent coupon at 17.10% per annum, but only when the underlier’s closing level on an observation date is at or above the coupon barrier level of $66.555, with unpaid coupons potentially paid later if the barrier is met. They auto-call at par plus applicable coupons if the underlier closes at or above the call threshold of $133.11 on any redemption determination date from February 8, 2027. If held to maturity and the final level is at or above the downside threshold of $66.555, investors receive par plus any due coupons; if below, repayment is reduced in full proportion to the underlier’s decline, potentially to zero. The estimated value on the pricing date is $930.10 per security, reflecting issuance, structuring and hedging costs borne by purchasers.

Morgan Stanley Finance LLC is issuing Enhanced Buffered Jump Securities, principal-at-risk notes fully and unconditionally guaranteed by Morgan Stanley, linked to an equally weighted basket of seven semiconductor-related stocks. The notes have a $1,000 stated principal amount, an aggregate principal of $7,332,000, and pay no interest.

At maturity on August 26, 2027, if the basket’s final level is at or above the 80% buffer level, investors receive principal plus a fixed upside payment of $182.20 per note (an 18.22% return). If the final level falls below the buffer, repayment is reduced by 1.25% of principal for each 1% decline beyond the 20% buffer, with no minimum payment, so the entire investment can be lost.

The notes are unsecured obligations of MSFL, subject to Morgan Stanley credit risk, and the estimated value on the pricing date is $987.70 per note, below the issue price, reflecting embedded costs. Liquidity is not assured, and tax treatment is complex, with U.S. federal income tax consequences described as uncertain.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due August 10, 2029, fully and unconditionally guaranteed by Morgan Stanley, linked to Apple Inc. common stock. The tranche totals $300,000, issued at $1,000 per security, with an estimated value on the pricing date of $973 per security.

Investors receive a 9.20% per annum contingent coupon only when Apple’s closing price on an observation date is at or above the coupon barrier level of $219.331 (70% of the initial level $313.33). The notes auto-call at par plus coupon if, on any redemption determination date starting August 10, 2027, Apple’s closing level is at or above the call threshold of $313.33.

If not called, and on the final observation date Apple is at or above the downside threshold of $219.331, investors receive principal plus any final contingent coupon. If Apple is below the downside threshold, repayment equals stated principal × (final level ÷ initial level), causing a 1% loss of principal for each 1% decline, down to zero. The unsecured securities are subject to Morgan Stanley’s credit risk, limited liquidity, and uncertain, potentially adverse tax treatment.

Morgan Stanley Finance LLC is offering $3,185,000 of Jump Securities with an auto-callable feature, at $1,000 per security, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to Alphabet Inc. Class A common stock and pay no interest.

The notes may be automatically redeemed starting on August 16, 2027 if Alphabet’s closing level is at or above the $354.30 call threshold (100% of the initial level) on a determination date, for fixed cash payments that correspond to a return of approximately 13.00% per annum. If held to August 12, 2031 and not previously redeemed, investors receive $1,650 per security if the final level is at or above the call threshold; the $1,000 principal only if the final level is below the call threshold but at or above the $230.295 downside threshold (65% of the initial level); and $1,000 × (final level / initial level) if the final level is below the downside threshold, exposing investors to a 1-for-1 loss that can reach zero.

The estimated value on the pricing date is $948.40 per security, below the issue price, reflecting structuring and distribution costs. All payments depend on the credit of MSFL and Morgan Stanley, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature linked to the worst performer of the EURO STOXX 50® Index and the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with an aggregate principal of $1,445,000, and an issue price of $1,000, while the estimated value on the pricing date is $946.70.

The notes may be automatically redeemed on 16 scheduled determination dates starting August 10, 2027 if both underliers are at or above their call thresholds (100% of initial levels), paying fixed early redemption amounts from $1,100 up to $1,475 per security, corresponding to about 10% per annum

If not called, at maturity in August 2031 investors receive $1,500 per security if both underliers are at or above their call thresholds; return of principal if both are above 85% of initial levels (the 15% buffer); otherwise, principal is reduced 1% for each 1% decline of the worst underlier beyond the buffer, subject to a minimum payment of 15% of principal. The notes pay no interest, offer no participation in upside, are subject to principal at risk, limited liquidity, valuation and issuer credit risks, and complex U.S. tax treatment.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Auto-Callable Securities due August 10, 2028, linked to the iShares® Semiconductor ETF, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $1,135,000. The notes are unsecured, principal-at-risk obligations that do not guarantee any repayment of principal.

Investors may receive a 15.57% per annum contingent coupon, payable only if the ETF’s closing level on an observation date is at or above the coupon barrier level of $271.635, 50% of the initial level of $543.27. The same 50% level is the downside threshold; if at maturity the final level is below this threshold and the notes have not been called, repayment is reduced in proportion to the ETF’s decline and can be zero. The notes are automatically redeemable from February 8, 2027 onward if the ETF is at or above the initial level, paying principal plus due and unpaid coupons. The estimated value on the pricing date is $975.80 per security, below the issue price, reflecting fees, structuring and hedging costs.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due September 10, 2027, linked to the American depositary shares of Novo Nordisk A/S, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, with an aggregate offering size of $743,000, and an issue price of $1,000. The estimated value on the pricing date is $989 per security, reflecting issuing, selling, structuring and hedging costs borne by investors.

The notes pay a contingent coupon at 13.75% per annum on scheduled coupon dates only when the underlier’s closing level on the related observation date is at or above the coupon barrier of $29.301, which is 62% of the $47.26 initial level. They are subject to automatic early redemption on specified dates starting February 8, 2027 if the underlier is at or above the $47.26 call threshold (100% of the initial level), in which case investors receive principal plus the applicable coupon and no further payments. If held to maturity without early redemption, investors receive principal (plus any final coupon) if the final level is at or above the same $29.301 downside threshold; otherwise, the payoff equals $1,000 times the performance factor, exposing investors to a 1% loss of principal for each 1% decline in the underlier, down to a potential zero payment. 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, principal-at-risk notes linked to the Class A common stock of Meta Platforms, Inc., fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount, aggregate principal of $2,000,000, and mature on August 25, 2027.

The notes pay no interest and do not guarantee repayment of principal. If the final Meta stock level on the observation date is at or above the 80% buffer level of $473.68, investors receive $1,000 plus a fixed upside payment of $165.50 per note, regardless of how much the stock has appreciated. If the final level is below the buffer level, repayment is reduced by 1.25% of principal for every 1% decline beyond the 20% buffer, with no minimum payment; the amount repaid can be zero.

The initial Meta stock level is $592.10. The issue price per security is $1,000, including selling, structuring and hedging costs, while the estimated value on the pricing date is $984.00. All payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering $283,000 of Buffered Jump Securities with Auto-Callable Feature due August 10, 2029, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and fully guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of $947.30, reflecting issuing, selling, structuring and hedging costs borne by investors.

The notes may be automatically redeemed quarterly from August 10, 2027 if the index is at or above the call threshold level of 1,231.938, for fixed early redemption payments starting at $1,171 per security and rising to $1,498.75. If held to maturity and not called, investors receive $1,513 per security if the final index level is at or above the call threshold, par if it is between the buffer level of 1,095.056 and the call threshold, and a loss of 1% of principal for each 1% index decline beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The securities pay no interest, do not participate in index upside beyond the fixed payouts, and are subject to the credit risk of Morgan Stanley and MSFL, limited secondary market liquidity, complex tax treatment and risks specific to the relatively new, volatility-targeted, 4% decrement index.

Morgan Stanley Finance LLC is offering Jump Notes with Auto-Callable Feature due August 10, 2029, fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, pay no interest, and have a stated principal amount of $1,000 per note, with an aggregate principal of $1,012,000. Performance is linked to the worst performing of Amazon.com, Broadcom and Meta Platforms common stocks.

The notes are automatically redeemed on August 12, 2027 for $1,200 per note if on August 9, 2027 each stock’s closing level is at or above its initial/call threshold level. If not called and, on August 7, 2029, each final level exceeds its initial level, investors receive $1,000 plus an upside payment equal to 120% of the worst performer’s percentage gain. Otherwise, only principal is repaid at maturity. The estimated value on the pricing date is $970.70 per note, reflecting issuance, structuring and hedging costs, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature due August 10, 2029, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with an aggregate principal of $280,000, issued at $1,000 and an estimated value on the pricing date of $949.20.

The notes pay no interest and are subject to automatic early redemption starting August 10, 2027 if the index is at or above the call threshold level of 1,231.938, for fixed early redemption payments implying about 15.75% per annum, up to $1,459.375 per security. If held to maturity and not called, investors receive $1,472.50 per security if the final index level is at or above the call threshold, par if the index is between the buffer level of 1,026.615 and the call threshold, and a buffered loss of 1% for each 1% decline beyond the 25% buffer, subject to a minimum payment at maturity of 25% of principal. All payments are subject to Morgan Stanley’s credit risk and the securities are principal-at-risk notes with limited upside and potential for significant loss.

Morgan Stanley Finance LLC is issuing Callable Dual Directional Buffered Jump Securities, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P 500® Futures Excess Return Index. Each security has a stated principal amount of $1,000, with an aggregate principal amount of $1,286,000, and is issued at $1,000 with an estimated value on the pricing date of $936.60.

The notes pay no interest and are subject to issuer call from August 13, 2027 onward, based on a risk neutral valuation model, with fixed redemption payments increasing over time (about 20% per annum). If not redeemed, payment at maturity on August 12, 2031 depends on index performance: 200% upside participation when the final level exceeds the initial level of 619.15; a dual-direction positive return for moderate declines down to the buffer level of 495.32 (80% of initial); and 1-for-1 downside loss beyond the 20% buffer, subject to a minimum payment of 20% of principal. All payments are subject to the credit risk of MSFL and Morgan Stanley, and the securities are intended for investors willing to accept principal risk, limited liquidity and complex tax treatment.

Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS linked to the VanEck® Gold Miners ETF, fully and unconditionally guaranteed by Morgan Stanley, with an aggregate principal amount of $17,006,000. Each note has a stated principal amount of $1,000, pricing on August 7, 2026 and maturing on September 10, 2027.

The payoff depends on the ETF’s closing price on the valuation date. If the final share price is above the initial share price of $89.89, investors receive $1,000 plus 200% of the positive ETF return, capped at a maximum payment of $1,480 per note. If the ETF declines but stays at or above the trigger level of $80.901 (90% of the initial price), investors receive $1,000 plus a positive return equal to the absolute value of the negative ETF return, up to a 10% gain.

If the final share price falls below the trigger level, investors are fully exposed to the ETF’s decline on a 1-for-1 basis and can lose all principal; there is no minimum payment at maturity and no interest is paid. The estimated value on the pricing date is $967.00 per note, reflecting issuance, structuring and hedging costs. The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Auto-Callable Securities due August 24, 2027, fully and unconditionally guaranteed by Morgan Stanley, with an aggregate principal amount of $750,000 and a price of $1,000 per security. The notes are linked to the worst performer of the EURO STOXX 50 Index and the S&P 500 Index and are principal-at-risk.

Investors may receive a 9.16% per annum contingent coupon, paid only if on an observation date the closing level of each index is at or above its coupon barrier, set at 75% of its initial level. Missed coupons can “memory” and be paid later if conditions are met. The notes auto-call at par plus applicable coupons if on a redemption determination date both indices are at or above 100% of their initial levels.

If not called, and on the final observation date either index closes below its 75% downside threshold, repayment of principal is reduced 1% for each 1% decline of the worst-performing index, potentially to zero. The estimated value on the pricing date is $985.20 per security, reflecting issuing, selling, structuring and hedging costs, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is issuing Dual Directional Trigger Jump Securities linked to the EURO STOXX 50® Index, fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk, unsecured notes that pay no interest and do not guarantee repayment of principal at maturity.

Each security has a $1,000 stated principal amount, part of a $1,370,000 aggregate offering, with an issue price of $1,000 and an estimated value of $960.40 on the pricing date. At maturity in August 2031, payoff depends solely on the index level on the observation date. If the index is at or above the initial level of 6,523.86, investors receive $1,000 plus the greater of index upside or a fixed upside payment of $592.50. If the index has fallen but remains at or above the downside threshold level of 5,545.281 (85% of the initial level), investors receive $1,000 plus an "absolute return" up to a 15% maximum. Below the downside threshold, investors lose 1% of principal for each 1% index decline, with no minimum payment, so the entire investment can be lost. All amounts are subject to Morgan Stanley’s credit risk, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Auto-Callable Securities due August 10, 2028 linked to the worst performing of Bank of America, Citigroup and JPMorgan Chase common stocks. Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $1,425,000.

Investors may receive a contingent coupon at 11.00% per annum on scheduled payment dates, but only if on the related observation date the closing level of each underlier is at or above its coupon barrier level, set at 60% of its initial level. The notes are automatically redeemed if on any redemption determination date each underlier is at or above its call threshold level, equal to 100% of its initial level, paying principal plus the current and any previously unpaid contingent coupons.

If not redeemed early, principal is repaid at maturity only if each underlier’s final level is at or above its downside threshold level, also 60% of initial; otherwise, repayment is reduced 1% for each 1% decline in the worst performing underlier, and may be zero. The estimated value on the pricing date is $981.90 per security, below the issue price, reflecting issuance, selling, structuring and hedging costs. All payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is offering callable contingent income securities due February 17, 2028, linked to Arista Networks, Inc. common stock and fully guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $978.30.

Investors may receive a 20.00% per annum contingent coupon, paid only when Arista’s closing level on an observation date is at or above the coupon barrier level of 50% of the initial level. Starting February 19, 2027, the notes are callable in whole on specified redemption dates if a risk neutral valuation model indicates it is economically rational for Morgan Stanley to redeem. If not called and the final level is at or above the downside threshold level of 50% of the initial level, investors receive principal back (plus any final coupon). If the final level is below the downside threshold, repayment is reduced 1% for each 1% decline in the underlier, potentially to zero. The notes carry Morgan Stanley/Morgan Stanley Finance LLC credit risk, limited liquidity, complex tax treatment and do not provide any participation in upside of Arista stock.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Buffered PLUS with Downside Factor notes linked to the iShares MSCI Emerging Markets ETF, under its global medium-term note program. Each security has a $1,000 stated principal amount, issue price of $1,000, and an aggregate principal amount of $630,000. The strike and pricing date are August 7, 2026, with maturity on August 10, 2029 and a single observation date on August 7, 2029.

The notes pay no interest and do not guarantee principal. If the ETF’s final level exceeds the initial level of $65.64, investors receive principal plus 150% of the ETF’s gain, capped at a maximum payment of $1,581 per security. If the final level is between 80% and 100% of the initial level, investors receive only principal. Below the 80% buffer level of $52.512, investors lose 1.25% of principal for each 1% decline beyond the 20% buffer, with no minimum repayment, so the entire investment can be lost. The estimated value on the pricing date is $975.10 per security, reflecting issuance, structuring and hedging costs and the issuer’s funding rate. The notes are unsecured and subject to Morgan Stanley’s credit risk, offer limited upside, are intended for fee-based advisory accounts, and carry complex tax and liquidity risks.

Morgan Stanley Finance LLC is offering $1,000,000 of Contingent Income Auto-Callable Securities due August 9, 2029, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performer of Bank of America common stock and JPMorgan Chase common stock and are principal-at-risk.

Investors receive a 12.00% per annum contingent coupon only when both stocks close at or above their coupon barrier levels (70% of initial). The notes may be automatically redeemed on scheduled dates if both stocks are at or above 100% of their initial levels, returning principal plus the applicable coupon.

If not called and either stock finishes below its downside threshold level (70% of initial), repayment of principal is reduced 1% for each 1% decline of the worst performer, potentially to zero. The estimated value on the pricing date is $987.50 per $1,000 note, reflecting embedded costs, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is issuing Dual Directional Buffered PLUS notes linked to the worst performer of the Russell 2000 Index and the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000, with an aggregate principal amount of $1,067,000, and pays no interest.

At maturity on August 10, 2029, if both indices finish above their initial levels, holders receive principal plus a leveraged upside of 113% of the worst index’s gain. If either index is at or below its initial level but both are at or above the 82% buffer level, investors receive principal plus an absolute return on the decline of the worst index, capped at a positive 18% return. If either index closes below its buffer level, investors lose 1% of principal for each 1% decline of the worst index beyond the 18% buffer, subject to a minimum payment of 18% of principal.

The initial levels are 3,034.494 for the Russell 2000 and 7,757.64 for the S&P 500. The estimated value on the pricing date is $982.30 per security, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs. The notes are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley, may be illiquid, and involve complex tax and market risks.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Buffered Auto-Callable Securities due August 12, 2031, fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount each and a total issuance of $2,118,000, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index.

Investors may receive a 9.50% per annum contingent coupon only when the index closes at or above the 65% coupon barrier on observation dates, with missed coupons potentially paid later if the barrier is met. The notes are automatically redeemed if the index is at or above 90% of the initial level on specified dates, paying principal plus any due coupons. At maturity, if not called and the index is at or above the 85% buffer level, principal is repaid; below that, principal is reduced 1% for each 1% decline beyond the 15% buffer, subject to a 15% minimum payment. The estimated value at pricing is $908.40 per $1,000 note, reflecting issuance, selling, structuring and hedging costs. These unsecured securities involve principal-at-risk, limited liquidity and are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing structured Buffered PLUS with Downside Factor notes maturing August 10, 2029, linked to the State Street Consumer Discretionary Select Sector SPDR ETF. Each security has a $1,000 stated principal amount, with an aggregate principal of $630,000.

At maturity, if the ETF’s final level is above the initial level of $119.86, holders receive principal plus 150% of the ETF’s gain, capped at a maximum payment of $1,431 per security. If the final level is between the 20% buffer level of $95.888 and the initial level, investors receive only principal. Below the buffer, losses are magnified at 1.25% of principal for each 1% decline beyond the 20% buffer, with no minimum repayment, so the entire investment can be lost.

The issue price is $1,000, while the estimated value on the pricing date is $973.90, reflecting embedded costs and issuer economics. The notes pay no interest, have limited upside, are subject to Morgan Stanley’s credit risk, may have limited secondary market liquidity and carry complex U.S. federal tax treatment, including potential “constructive ownership” considerations.