Morgan Stanley 424B Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Trigger PLUS structured notes maturing on February 27, 2031, linked to the worst performer of the Dow Jones Industrial Average and the S&P 500 Index. The $1,000-denomination notes pay no interest and do not guarantee principal repayment.

At maturity, investors receive leveraged upside (with a leverage factor between 118% and 128%) if both indexes finish above their initial levels, par if both stay at or above 70% of their initial levels, and a loss of 1% of principal for every 1% decline in the worst-performing index below that threshold, potentially to zero. The estimated value on the pricing date is approximately $937.80 per $1,000 note, reflecting issuance, structuring and hedging costs and an internal funding rate. The notes are unsecured, subject to Morgan Stanley’s credit risk and will not be listed on any exchange, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering principal-at-risk, contingent income auto-callable securities due March 3, 2031, linked to the worst performer of the Dow Jones Industrial, Russell 2000® and S&P 500® indices and fully guaranteed by Morgan Stanley.

Investors may receive quarterly contingent coupons at an annual rate of at least 6.25%, but only when each index closes at or above a set coupon barrier level, which is 70% of its initial level. If any index is below its barrier on an observation date, no coupon is paid for that period.

The notes can be automatically redeemed starting in 2027 if each index is at or above its 100% call threshold level on a redemption determination date, in which case holders receive principal plus the applicable coupon and the investment ends early. At maturity, if not called and any index finishes below its 70% downside threshold, repayment is reduced in full proportion to the worst index’s decline, potentially to zero. The estimated value on the pricing date is approximately $947.30 per $1,000 security, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering market-linked notes due March 4, 2030, fully and unconditionally guaranteed by Morgan Stanley. The $1,000-denomination notes pay no interest and return at least the stated principal at maturity, subject to Morgan Stanley’s credit risk.

The payoff is based on the worst performer of the Dow Jones Industrial Average and the S&P 500® Index. If the final level of each index exceeds its initial level, holders receive principal plus 100% of the worst index’s gain, capped at a maximum payment of $1,370 to $1,420 per note. If either index finishes at or below its initial level, only principal is repaid.

The notes will not be listed on an exchange, and secondary trading may be limited. The estimated value on the pricing date is approximately $969.90 per note, reflecting issuing, selling, structuring and hedging costs and an internal funding rate that is advantageous to the issuer.

Morgan Stanley Finance LLC is offering principal-at-risk “Jump Securities” linked to the worst performer of the S&P 500 Index and Russell 2000 Index, with each note issued at $1,000 and fully and unconditionally guaranteed by Morgan Stanley.

The notes pay no interest and may be automatically redeemed on March 3, 2027 if, on February 26, 2027, both indices are at or above 100% of their initial levels, triggering an early redemption payment of $1,115 to $1,135 per note.

If not called, at maturity on March 1, 2029 investors receive principal plus 150% of the gain of the worst-performing index if both finish above initial, only principal if both stay at or above 75% of initial, and a proportional loss (down to zero) if either finishes below its downside threshold. All payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $407,000 of structured “Buffered Jump Securities” linked to the worst performer of the VanEck Gold Miners ETF and the State Street SPDR S&P Metals & Mining ETF.

Each $1,000 security can be automatically called on scheduled dates starting January 29, 2027 if both ETFs close at or above their call thresholds, paying early redemption amounts that reflect a return of approximately 18% per year, up to $1,510 per security. If not called, maturity on January 3, 2029 pays $1,525 per security if both final ETF levels are at or above their call thresholds, only principal back if both stay above a 15% buffer, and a proportional loss beyond that buffer, with a minimum payment of 15% of principal. The estimated value on the pricing date is $941.50 per security, and investors take on both market risk in the ETFs and Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Buffered PLUS structured notes linked to the worst performer of the Russell 2000® and S&P 500® indices, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays no interest.

At maturity in March 2030, investors receive leveraged upside if the worst-performing index is above its initial level, full principal back if it stays within a 20% downside buffer, and lose principal beyond that, with a minimum payment of 20% of principal. The indicative estimated value on the pricing date is approximately $965.70 per security, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. Payments depend entirely on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering $1,112,000 of Buffered Jump Securities with an auto-call feature linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley.

Each $1,000 security pays no interest and can be automatically redeemed quarterly from January 2027 if the index closes at or above 90% of its initial level, for increasing early redemption payments targeting about 12.60% per annum. If held to January 2031 and the final index level is at or above the 90% call threshold, investors receive $1,630 per security; if it is between 85% and 90%, only the $1,000 principal is repaid. Below 85%, principal is reduced 1% for each 1% drop beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The securities are unsecured, not listed, and expose investors to Morgan Stanley’s credit risk. The estimated value on the pricing date is $909.30 per security, below the $1,000 issue price, reflecting issuance, structuring and hedging costs and an internal funding rate advantageous to the issuer.

Morgan Stanley Finance LLC is offering dual directional buffered participation securities linked to the S&P 500® Index, maturing on February 27, 2031. Each note has a $1,000 stated principal amount, pays no interest and is fully and unconditionally guaranteed by Morgan Stanley.

At maturity, investors gain 100% of any index rise, capped by a maximum upside payment of $1,522.50 to $1,542.50 per security. If the index is down but not below 85% of its initial level, investors receive a positive return matching the index’s decline up to a 15% gain. Below that buffer, principal is lost 1-for-1 beyond the 15% decline, with a minimum payment of 15% of principal.

The securities are unsecured, not listed on any exchange and subject to Morgan Stanley’s credit risk. The preliminary estimated value on the pricing date is approximately $936.40 per security, reflecting issuance, structuring and hedging costs and an internal funding rate advantageous to the issuer.

Morgan Stanley Finance LLC is issuing $2,274,000 of variable-income auto-callable notes due January 31, 2031, fully guaranteed by Morgan Stanley. The $1,000-per-note investment pays a monthly coupon that varies between 0.25% and 8.30% per year, depending on the performance of three stocks.

The notes reference the worst-performing of Palantir, Tesla and Affirm. If, on an observation date, each stock stays at or above its barrier, investors receive the higher coupon; otherwise they receive the lower one. Starting January 27, 2027, the notes auto-redeem early if all three stocks are at or above their call thresholds, returning principal plus the higher coupon. If never called, principal is repaid at maturity, subject to Morgan Stanley’s credit risk. The initial estimated value is $939.60 per $1,000 note, reflecting issuance, hedging and funding costs.

Morgan Stanley Finance LLC is offering structured notes that pay variable interest and are fully and unconditionally guaranteed by Morgan Stanley. The notes have a stated principal amount of $1,000 each and an aggregate principal amount of $13,113,000, priced at par.

Coupons vary between an annual rate of 0.25% (lower coupon) and 9.00% (higher coupon), depending on monthly observations of the worst performing of Broadcom, Meta Platforms class A, Tesla, and Micron Technology stocks versus preset barrier levels. The notes may be automatically redeemed from January 27, 2027 onward if all underliers are at or above their call thresholds, paying principal plus the higher coupon. If not called, investors receive principal back at maturity on January 31, 2031, plus the applicable final coupon, subject to Morgan Stanley’s credit. The estimated value on the pricing date is $940.40 per note, reflecting issuance, structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,105,000 of Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. Each $1,000 note pays a 9.00% per annum contingent coupon only when the index is at or above 65% of its initial level on scheduled observation dates; missed coupons can be paid later if the barrier is subsequently met.

The notes may be automatically redeemed quarterly starting January 28, 2027 if the index is at or above 95% of its initial level, returning principal plus due coupons. At maturity in 2031, if not called and the index is at or above 85% of its initial level, investors receive full principal; below that, principal is reduced 1% for each 1% drop beyond the 15% buffer, with a minimum payoff of 15% of principal. The estimated value on the pricing date is $906.10 per $1,000, reflecting issuance, structuring and hedging costs, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering fixed-income auto-callable securities linked to AeroVironment, Inc. common stock, in an aggregate principal amount of $1,675,000. Each $1,000 security pays a fixed coupon at an annual rate of 12.00%, regardless of stock performance, until early redemption or maturity.

The notes may be automatically redeemed on scheduled determination dates if AVAV’s closing level is at or above the call threshold level of $306.94, returning principal plus the coupon for that period. If not redeemed and at maturity the final level is at or above the downside threshold of $153.47, investors receive full principal plus the final coupon. If the final level is below $153.47, repayment of principal is reduced one-for-one with the stock’s decline, and the maturity payment can be zero. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, with an estimated value on the pricing date of $947.00 per $1,000 security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $1,000 Trigger PLUS securities due January 31, 2031, linked to the worst performer of the iShares MSCI Hong Kong ETF and iShares MSCI South Korea ETF. The notes pay no interest and expose principal to market and issuer credit risk.

At maturity, if both ETFs finish above their initial levels, holders receive $1,000 plus 184% of the worst performer’s gain. If at least one ETF is at or below its initial level but both remain at or above 70% of initial, investors receive only $1,000. If either ETF ends below 70% of its initial level, repayment is reduced one-for-one with the worst ETF’s loss, potentially to zero.

The issue price is $1,000 per security with $33.50 sales commissions, leaving $966.50 in proceeds to the issuer, and the total offering size is $1,000,000. The estimated value on the pricing date is $850.80 per security, and the notes will not be listed on any exchange, which may limit liquidity.

Morgan Stanley Finance LLC is offering $7,500,000 of Jump Securities with an auto-call feature, at $1,000 stated principal amount per security, fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk structured notes linked to the worst-performing of the Russell 2000® Index and the EURO STOXX 50® Index.

The notes may be automatically redeemed on scheduled determination dates if the closing level of each index is at or above its call threshold level, for early redemption payments that target approximately 11.15% per annum. If held to maturity on January 31, 2031, investors receive $1,557.50 per security only if each index finishes at or above its call threshold level, the stated principal amount if each index finishes at or above its downside threshold level of 75% of its initial level, or a reduced amount proportional to the decline of the worst-performing index if either falls below its downside threshold, which can result in a total loss.

The securities pay no interest, do not participate in any index appreciation, and are unsecured obligations subject to Morgan Stanley’s credit risk. They are not listed on any securities exchange, and their estimated value on the pricing date is $960.70 per $1,000 security, reflecting issuance, selling, structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC is offering $2,065,000 of contingent income buffered auto-callable securities linked to the VanEck Gold Miners ETF, fully guaranteed by Morgan Stanley. Each $1,000 note can pay a 7.00% per annum contingent coupon if the ETF closes at or above $72.904 (65% of the $112.16 initial level) on scheduled observation dates.

The notes auto-call at par plus any due coupons if the ETF is at or above $112.16 on specified redemption determination dates starting July 2026. If not called and the final level is at or above the 80% buffer level of $89.728, investors receive full principal; below that, they lose 1% of principal for each 1% drop beyond the 20% buffer, with a minimum maturity payment of 20% of principal. The estimated value on the pricing date is $937.40 per $1,000, reflecting embedded costs and an internal funding rate, and the securities are unsecured, unlisted and subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $4,108,000 of Contingent Income Memory Auto-Callable Securities due February 1, 2029 linked to Delta Air Lines, Inc. common stock. Each note has a $1,000 principal amount and an original issue price of $1,000.

The notes pay a contingent coupon at an annual rate of 10.10%, but only when Delta’s closing share price on an observation date is at or above the coupon barrier of $36.207 (about 55% of the $65.83 initial level). Missed coupons can be paid later if the barrier is met on a future date.

The notes are automatically redeemed at par plus applicable coupons if Delta’s share price is at or above the $65.83 call threshold (100% of the initial level) on any redemption determination date starting July 28, 2026. If held to maturity without early redemption, investors receive principal back only if the final share level is at or above the same $36.207 downside threshold; below that, repayment is reduced one-for-one with Delta’s decline and can fall to zero.

The securities are unsecured, subject to Morgan Stanley’s credit risk, not listed on any exchange, and have an estimated value on the pricing date of $960.30 per $1,000 note, reflecting issuance, selling, structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC is offering $2,980,000 of Callable Buffered Jump Securities due January 31, 2031, linked to the S&P 500® Futures Excess Return Index and guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays no interest.

Starting February 9, 2027, the notes are callable in whole at fixed redemption amounts designed to reflect about 18.50% per annum, if a risk‑neutral valuation model shows early redemption is economically rational for the issuer. If not called and the index rises, investors get principal plus 200% of the index gain; if it falls but stays above the 15% buffer, they receive only principal; below the buffer, losses match the index decline beyond 15%, subject to a 15% minimum payment of principal.

The securities are unsecured, not listed, and subject to Morgan Stanley’s credit risk. The issue price is $1,000 per security, including $42.50 in selling commissions, while the estimated value on the pricing date is $945.90 per security.

Morgan Stanley Finance LLC is offering $280,000 of structured Buffered Jump Securities with an auto-call feature, linked to the worst performer of the VanEck Gold Miners ETF (GDX) and State Street SPDR S&P Metals & Mining ETF (XME). Each note 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 on scheduled determination dates if both ETFs close at or above their call thresholds, delivering step‑up early redemption payments that equate to about a 14.60% per annum return. If not called, maturity outcomes range from a fixed payout of $1,425.833 per note if both final ETF levels are at or above their call thresholds, to full principal return if both remain above 80% of initial levels, down to losses on a 1‑for‑1 basis beyond a 20% buffer, subject to a minimum payment of 20% of principal.

Pricing embeds issuance and hedging costs: the estimated value on the pricing date is $936.00 per $1,000 note. Investors face principal risk tied to the worst performing ETF, sector concentration in gold/mining and metals/mining industries, limited liquidity, and Morgan Stanley/MSFL credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $10,000,000 of Contingent Income Buffered Auto-Callable Securities due August 2, 2028, linked to the worst performer of the Nasdaq-100 Index® and Russell 2000® Index.

Investors receive a 5.50% annual contingent coupon only when both indices close at or above their coupon barrier levels on observation dates. The notes may be automatically called from July 28, 2026 onward if both indices are at or above 95% of their initial levels, returning principal plus the applicable coupon.

If the notes are not redeemed early and either index finishes below its 80% buffer level at maturity, principal is reduced 1% for each 1% decline of the worst index beyond the 20% buffer, subject to a minimum payment of 20% of principal. The issue price is $1,000 per note, with an estimated value of $966 after structuring and hedging costs.

Morgan Stanley Finance LLC is issuing variable income auto-callable notes with an aggregate principal amount of $1,906,000, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount of $1,000 and matures on January 31, 2031, unless redeemed earlier.

The notes pay a variable monthly coupon: a lower rate of 0.25% per annum or a higher rate of 9.00% per annum. The higher coupon is paid only if, on each observation date, the closing level of all four underliers—Meta (META), Broadcom (AVGO), Alphabet (GOOG) and NVIDIA (NVDA)—is at or above their respective coupon barrier levels, set at 80% of their initial levels. If any underlier is below its barrier, only the lower coupon is paid.

Starting on the first redemption determination date in January 2027, the notes are automatically redeemed if each underlier closes at or above its call threshold level, equal to 100% of its initial level, paying principal plus the higher coupon. If not called, investors receive principal at maturity plus the applicable final coupon. The notes do not participate in stock price appreciation, are linked to the worst-performing underlier, and all payments are subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $947.70 per note, below the $1,000 issue price, reflecting issuance, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering $1,115,000 of Variable Income Auto-Callable Notes due January 31, 2031, linked to the worst performer among Broadcom, AppLovin, Tesla, Palantir and Oracle common stocks, and fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a variable monthly coupon: a higher coupon of 10.50% per annum is paid only if each stock closes at or above its coupon barrier on the observation date; otherwise investors receive only a 0.25% per annum lower coupon for that period. The notes may be automatically redeemed starting January 2027 if all stocks are at or above their call thresholds, returning principal plus the higher coupon.

If the notes are not called, investors receive the $1,000 principal per note at maturity, plus the final applicable coupon. The notes’ estimated value on the pricing date is $940.60 per note, reflecting embedded costs and Morgan Stanley’s internal funding rate, and all payments depend on Morgan Stanley’s and MSFL’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $2,451,000 of variable income memory auto-callable notes due January 31, 2031 linked to the worst performer among five stocks: Palantir, Micron, AppLovin, Tesla and Oracle.

The notes pay monthly coupons at an annual rate of 0.25% or 8.00%. Investors get the higher 8.00% coupon, plus any unpaid conditional coupons at 7.75%, only when each stock closes at or above its coupon barrier level (80% of its initial level) on the observation date; otherwise only the 0.25% coupon is paid.

The notes auto-call from January 27, 2027 onward if every stock is at or above its call threshold (100% of initial), returning principal plus the higher coupon and any conditional coupons. If never called, principal is repaid at maturity along with the applicable coupon, subject to Morgan Stanley’s credit risk.

The structure is “worst-of,” so weak performance in any single stock can keep coupons low. The notes are unsecured, not listed on an exchange, and their estimated value on the pricing date is $939.90 per $1,000 note, reflecting issuance, structuring and hedging costs and an internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $730,000 of Buffered Jump Securities with an auto-call feature maturing January 3, 2029, linked to the worst performer of the VanEck Gold Miners ETF (GDX) and iShares Silver Trust (SLV).

The $1,000-per-security notes pay no interest and may be automatically redeemed quarterly from July 28, 2026 if both ETFs are at or above their call thresholds, for increasing fixed cash payments targeting about 16% per annum.

If not called, holders receive $1,466.667 per security at maturity if both final levels meet call thresholds, principal only if both stay above 70% buffers, and lose 1% of principal for each 1% decline in the worst ETF below its buffer, with a 30% minimum payment. The estimated value on the pricing date is $906 per security, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes linked to the worst performer of the Nasdaq-100® Technology Sector, the Russell 2000® Index and the S&P 500® Index. The notes pay a 12.00% per annum contingent coupon only when each index is at or above 75% of its initial level on scheduled observation dates.

The securities are callable in whole from May 7, 2026 if a risk neutral valuation model indicates early redemption is economically rational for Morgan Stanley. If not called, and at maturity all indices are at or above 70% of initial, investors receive principal back; otherwise the payoff is reduced 1% for each 1% decline of the worst index and can fall to zero. The estimated value on the pricing date is approximately $980.70 per $1,000 note, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering dual directional buffered participation securities linked to the Russell 2000® Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no interest and matures on February 29, 2028.

At maturity, investors get up to $1,211 per security (121.10% of principal) if the index rises strongly, with 100% upside participation up to this cap. If the index is down but not below 80% of its initial level, investors earn a positive return matching the index’s absolute decline, capped at 20%.

If the index finishes below 80% of its initial level, principal is reduced 1% for each 1% drop beyond the 20% buffer, down to a minimum payment of 20% of principal. The estimated value on the pricing date is approximately $983 per security. These unsecured notes carry Morgan Stanley credit risk, are not listed on any exchange, and involve small‑cap equity, liquidity and tax-uncertainty risks.

Morgan Stanley Finance LLC is offering principal-at-risk “Jump Securities” due February 8, 2029, linked to the worst performer of the iShares U.S. Aerospace & Defense ETF (ITA) and the State Street Consumer Staples Select Sector SPDR ETF (XLP), fully and unconditionally guaranteed by Morgan Stanley.

Each note has a $1,000 stated principal amount and may be automatically called starting February 5, 2027 if both ETFs close at or above 100% of their initial levels, paying $1,136 or $1,272 per note on the first or second call dates, respectively, corresponding to about 13.60% per year.

If not called, and both final ETF levels are at or above 100% of initial, investors receive $1,408 at maturity. If either ETF finishes below its 70% downside threshold, investors lose 1% of principal for each 1% decline in the worst-performing ETF, up to total loss. The estimated value on the pricing date is approximately $978.90 per note, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,000-denomination Variable Income Auto-Callable Notes due February 19, 2031, linked to the worst-performing of Alphabet (GOOGL), Broadcom (AVGO), UnitedHealth (UNH) and NVIDIA (NVDA).

The notes pay a variable monthly coupon: a lower rate of 0.25% per year or a higher rate of 10.80% per year. The higher coupon is paid only when the closing level of each stock on an observation date is at or above its coupon barrier, set at 80% of that stock’s initial level. Beginning in February 2027, the notes are automatically redeemed if, on a redemption determination date, each stock is at or above 95% of its initial level, returning principal plus the higher coupon for that period. If never called, investors receive the stated principal back at maturity plus the final period’s coupon, but never participate in stock price appreciation. The notes are unsecured obligations with an estimated value of approximately $947.80 per note on the pricing date and will not be listed on any exchange.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the worst performer of the Nasdaq-100® Technology Sector Index and the Russell 2000® Index. Each security has a $1,000 stated principal amount, no interest, and matures on April 8, 2027.

Investors earn 1-for-1 upside on the worst-performing index if it rises, capped at a maximum payment of $1,145 per security (114.5% of principal). If that index is flat or down but not below 85% of its initial level, investors receive a positive “absolute return” up to 15%. If it falls below the 15% buffer, principal is reduced 1% for each additional 1% decline, with a minimum payment of 15% of principal. The securities are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and the estimated value on the pricing date is approximately $965.60 per security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering contingent income auto-callable notes due February 12, 2029, in $1,000 denominations, linked to the worst performer among Palantir, NVIDIA, Duolingo, Meta Platforms and Tesla common stocks.

The notes pay a 13.00% per annum contingent coupon only if on each monthly observation date every stock closes at or above 80% of its initial level. Starting August 6, 2026, the notes are automatically redeemed if all stocks are at or above 100% of their initial levels, paying principal plus the contingent coupon.

If the notes are not called, investors receive their stated principal amount at maturity, plus the final contingent coupon if all underliers meet the 80% barrier. The notes are unsecured, subject to Morgan Stanley’s credit risk, have an estimated value of about $968.20 per $1,000, will not be listed on an exchange and may have limited and potentially discounted secondary market liquidity.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes that pay no interest and are fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and matures on March 12, 2027, with returns linked to the S&P 500® Index.

If the index’s final level on the March 9, 2027 observation date is at or above 85% of its initial level, investors receive $1,000 plus a fixed upside payment of at least $71 per security, a 7.10% gain, regardless of how much the index rises. If the final level falls below the 85% buffer, investors lose about 1.1765% of principal for each 1% decline beyond the 15% buffer, with no minimum repayment; the investment can lose all principal. The securities are unsecured, not listed on any exchange, and the estimated value on the pricing date is approximately $982.80 per $1,000, reflecting issuer costs and an internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Trigger Jump Securities due February 8, 2028, linked to the worst performer of the S&P 500® Index, Nasdaq-100 Index® and Russell 2000® Index.

Each note has a $1,000 stated principal amount and pays no interest. At maturity, if the final level of each index is at or above 60% of its initial level, investors receive $1,000 plus a fixed upside payment of $165, a 16.50% return, regardless of how much the best index has risen. If any index finishes below 60% of its initial level, repayment is reduced 1% for every 1% decline of the worst-performing index, with no minimum, so the payout can fall to zero.

The preliminary estimated value on the pricing date is approximately $989.30 per security, reflecting issuance, structuring and hedging costs and the issuer’s internal funding rate. The securities are unsecured obligations subject to Morgan Stanley’s credit risk and are not listed on any exchange, so secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering S&P 500®-linked dual directional buffered participation securities due February 29, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000 and pays no periodic interest.

At maturity, if the S&P 500® final level is above its initial level, investors receive $1,000 plus 100% of the index gain, capped by a maximum upside payment of at least $1,142.50 per note. If the index is flat or down but not below 75% of the initial level, investors earn a positive return matching the absolute index decline, up to 25%.

If the index closes below 75% of the initial level, principal loss accelerates at 1.3333% for every 1% drop beyond the 25% buffer, with no minimum payment, so the entire investment can be lost. The estimated value on the pricing date is approximately $977.80 per security, the notes will not be exchange-listed, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the worst performer of the S&P 500 Index and EURO STOXX 50 Index, fully and unconditionally 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 about $955.50.

The notes run to February 4, 2031 and feature an auto-call: if on any determination date both indices are at or above their call thresholds (100% of initial levels), the notes are redeemed early for a fixed cash amount implying roughly 10.28% per annum. If held to maturity and both final index levels are at or above their call thresholds, investors receive at least $1,514 per security; if both are at or above their 90% buffer levels but below call thresholds, they receive only principal.

If at maturity either index finishes below its 90% buffer, repayment is reduced by 1.1111% for each 1% decline of the worst-performing index beyond the 10% buffer, and the payoff can fall to zero. The notes pay no interest, offer no participation in index gains, are unsecured and subject to Morgan Stanley’s credit risk, and will not be listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes that can pay a high contingent coupon of 15.35% per year. Payments depend on the worst performer among JPMorgan Chase stock, Palantir Technologies Class A stock and the VanEck Gold Miners ETF.

The notes run to February 7, 2028 and may be auto-called on scheduled redemption dates if all underliers are at or above their call thresholds, returning principal plus the applicable coupon. Coupons are only paid when each underlier is at or above its 60% coupon barrier on observation dates.

At maturity, if not called, investors receive principal back only if each underlier finishes at or above its 60% downside threshold or at least one ends at or above its initial level. Otherwise, repayment is reduced 1:1 with the decline of the worst underlier and can fall to zero. The estimated value on the pricing date is approximately $955 per $1,000 security, reflecting embedded costs and Morgan Stanley’s internal funding rate.

Morgan Stanley Finance LLC is offering principal-at-risk “Jump Securities” linked to the worst performer of the S&P 500 Index, Nasdaq-100 Index and Russell 2000 Index, fully and unconditionally 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 $961.40.

The notes run from the original issue date on February 11, 2026 to maturity on February 9, 2029, with potential automatic early redemption starting on the first determination date, February 10, 2027. If on any determination date (other than the final one) all three indices are at or above their call threshold levels, set at 100% of their initial levels, the notes are redeemed early for a cash payment reflecting a return of about 12.15% per annum. Scheduled early redemption payments are $1,121.50, $1,182.25, $1,243.00 and $1,303.75 per security on successive determination dates if the trigger condition is met.

If the notes are not called and on the final determination date each index is at or above its call threshold, investors receive $1,364.50 per security. If at least one index is below its call threshold but all are at or above 70% downside thresholds, only principal is returned. If any index finishes below its downside threshold, the maturity payment is $1,000 multiplied by the performance factor of the worst-performing index, producing a 1% loss of principal for each 1% decline and potentially reducing the payoff to zero.

The securities pay no interest, are unsecured obligations of MSFL guaranteed by Morgan Stanley, will not be listed on any exchange, and are subject to issuer credit risk, market volatility, limited liquidity and complex U.S. tax treatment described as prepaid financial contracts that are “open transactions.”

Morgan Stanley Finance LLC is offering Buffered PLUS notes linked to the EURO STOXX 50® Index, maturing on August 27, 2027. Each security has a $1,000 stated principal amount, pays no interest and is fully and unconditionally guaranteed by Morgan Stanley, with principal at risk.

At maturity, if the index is above its initial level, investors receive $1,000 plus 150% of the index gain, capped at a maximum payment of $1,225.50 per security (122.55% of principal). If the index is between 85% and 100% of its initial level, repayment is $1,000. Below 85%, investors lose 1% of principal for each 1% decline beyond the 15% buffer, but not less than 15% of principal.

The estimated value on the pricing date is approximately $981.30 per security, reflecting issuing, selling, structuring and hedging costs and an internal funding rate. The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange, and secondary trading may be limited.

Morgan Stanley plans to issue Global Medium-Term Notes, Series I, Fixed/Floating Rate Senior Notes due 2037. The notes pay a fixed interest rate from the 2026 settlement date to January 2036, then switch to a floating rate based on compounded SOFR plus a spread until maturity in 2037.

The notes are senior unsecured obligations, issued in $1,000 minimum denominations, and are callable. Morgan Stanley may redeem them via a make‑whole call starting in 2026, and at par in or after 2036, which could force investors to reinvest at lower rates. The notes are intended only for qualified institutional investors in the EEA and United Kingdom and are not available to retail investors there.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes that pay no interest and mature on February 8, 2029. The return depends on the worst performer among the State Street Utilities Select Sector SPDR ETF (XLU), the Nasdaq-100 Index (NDX) and the State Street Consumer Staples Select Sector SPDR ETF (XLP).

The notes feature an automatic early redemption on February 16, 2027 at $1,160 per $1,000 security if all underliers are at or above their initial levels. If held to maturity and not called, investors can receive upside based on the worst underlier, a dual-direction “absolute return” feature within a 30% buffer, or losses beyond that buffer, with a minimum payment of 30% of principal.

The estimated value on the pricing date is approximately $978 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on an exchange, may have limited secondary liquidity and involve complex tax and sector-specific risks.

Morgan Stanley Finance LLC is offering $945,000 of market-linked notes, at $1,000 per note, fully and unconditionally guaranteed by Morgan Stanley and linked to Eli Lilly, Micron Technology, Meta Platforms and NVIDIA common stocks.

The notes are auto-callable monthly starting in January 2027 if each stock closes at or above its starting price, paying fixed call amounts that rise from $1,126.00 (12.60% premium) up to $1,630.00 (63.00% premium) on the final calculation day. If never called, investors receive only the $1,000 principal at maturity in January 2031, with no additional return.

The notes pay no interest and do not provide dividends or upside beyond the preset call payments. The issuer’s estimated value on the pricing date is $949.40 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs and an internal funding rate. Key risks include issuer credit risk, complex valuation, limited or no secondary market, reinvestment risk if called early, and exposure to the lowest-performing stock among the four underlyings.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering variable income “memory” auto-callable notes due February 27, 2031 linked to the worst performer among five stocks: Palantir, Micron, AppLovin, Tesla and Oracle.

The notes pay a monthly variable coupon: a lower rate of 0.25% per year if any stock is below its coupon barrier on the observation date, or a higher rate of 8.00% per year plus any unpaid conditional coupons if all are at or above their barriers. Barriers are set at 80% of each stock’s initial level and call thresholds at 100%.

The notes may be automatically redeemed from February 2027 onward if each stock meets its call threshold, paying principal plus the higher coupon and any unpaid conditional coupons. If never called, investors receive principal at maturity plus the applicable final coupon, subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is approximately $937.90 per $1,000 note.

Morgan Stanley is offering fixed rate, unsecured notes due February 13, 2029, in $1,000 denominations. The notes pay a 3.750% annual interest rate, with semi-annual payments each February and August, beginning on August 13, 2026.

The payment at maturity will be $1,000 per note plus accrued interest, subject to Morgan Stanley’s credit risk. The notes are not insured by the FDIC, will not be listed on an exchange, and secondary market liquidity may be limited. The estimated value on the pricing date is approximately $986.60 per note, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate that is advantageous to the issuer.

Morgan Stanley Finance LLC is offering fixed rate callable notes due February 13, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.200%, with semi-annual interest payments every February 13 and August 13, starting August 13, 2026.

The notes are callable in whole, but not in part, on semi-annual redemption dates beginning February 13, 2028, at 100% of principal plus accrued interest if a risk neutral valuation model indicates redemption is economically rational for the issuer. The estimated value on the pricing date is approximately $981.60 per note, reflecting issuance, selling, structuring and hedging costs and the issuer’s internal funding rate. The notes are unsecured, subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, will not be listed on any securities exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering fixed rate callable notes maturing on February 13, 2034. Each note has a stated principal amount and issue price of $1,000, with interest accruing from February 13, 2026.

The notes pay a fixed annual interest rate of 4.400%, with semi-annual interest payments each February 13 and August 13, starting August 13, 2026, using a 30/360 day-count convention. At maturity, investors receive $1,000 per note plus accrued and unpaid interest, unless the notes are redeemed earlier.

The issuer may redeem the notes in whole, but not in part, on semi-annual redemption dates beginning February 13, 2030, at 100% of principal plus accrued interest. The decision to call is based on a risk neutral valuation model comparing the economics of redeeming versus holding the notes outstanding.

The estimated value on the pricing date is approximately $963.20 per note, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate that is advantageous to the issuer. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any exchange and may have limited secondary market liquidity.

Morgan Stanley is offering unsecured fixed rate notes due February 13, 2034, with a stated principal amount and issue price of $1,000 per note.

The notes pay interest at a fixed rate of 4.350% per annum, accruing from February 13, 2026 and paid semi-annually on the 13th of February and August, starting August 13, 2026. At maturity, investors receive $1,000 per note plus accrued and unpaid interest.

The notes are subject to the credit risk of Morgan Stanley, are not insured or secured, and will not be listed on any securities exchange. Morgan Stanley estimates the value on the pricing date at approximately $966.60 per note, reflecting issuance, structuring and hedging costs embedded in the $1,000 issue price. Secondary market prices may be lower and liquidity may be limited, with Morgan Stanley & Co. LLC potentially, but not obligated, to make a market.

Morgan Stanley is offering fixed rate senior notes due February 13, 2036. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.500%, with interest paid semi-annually on February 13 and August 13, starting August 13, 2026.

All payments depend on Morgan Stanley’s credit; the notes are unsecured, not bank deposits, and are not FDIC insured. The notes will not be listed on any securities exchange, so secondary market liquidity may be limited and sale prices may be below the issue price.

The bank estimates the value of each note on the pricing date at approximately $958.50, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate. Proceeds are for general corporate purposes, and affiliated dealers may receive sales commissions and engage in hedging activities.

Morgan Stanley is offering unsecured fixed rate notes maturing on February 13, 2032. Each note has a $1,000 stated principal amount and pays interest at a fixed annual rate of 4.150%, with semi-annual payments every February 13 and August 13, starting August 13, 2026.

At maturity, investors receive $1,000 per note plus any accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The notes are not secured, are not bank deposits, are not FDIC insured and will not be listed on any securities exchange, so secondary market liquidity may be limited.

The estimated value on the pricing date is approximately $975.80 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate that is advantageous to the issuer. Proceeds will be used for general corporate purposes, and Morgan Stanley & Co. LLC and affiliates may hedge and make a market in the notes.

Morgan Stanley is offering unsecured fixed rate notes due February 13, 2031. Each note has a stated principal amount and issue price of $1,000 and pays a fixed interest rate of 4.000% per year, with semi-annual interest payments every February 13 and August 13, starting August 13, 2026.

All payments depend on Morgan Stanley’s credit; a default could result in loss of some or all invested principal. The notes will not be listed on any securities exchange, so secondary market liquidity may be limited and sale prices could be substantially below the issue price.

The estimated value on the pricing date is approximately $978.40 per note, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate that is advantageous to the issuer. Morgan Stanley & Co. LLC, an affiliate, acts as agent, calculation agent and may make a secondary market, but is not obligated to do so.

Morgan Stanley Finance LLC is offering principal-at-risk contingent income securities due February 2, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100® Technology Sector Index and Russell 2000® Index.

The notes pay a 9.00% per annum contingent coupon, but only when the closing level of each index on an observation date is at or above its coupon barrier, set at 70% of its initial level. At maturity, investors receive full principal only if every index finishes at or above its 70% downside threshold; otherwise, repayment is reduced 1% for every 1% decline in the worst-performing index and can fall to zero.

The estimated value on the pricing date is approximately $984.80 per security, below the $1,000 issue price, reflecting issuance, structuring and hedging costs and the issuer’s internal funding rate. The securities are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange, may have limited liquidity, and involve complex U.S. tax treatment.

Morgan Stanley is issuing unsecured fixed rate notes due January 29, 2032, with an aggregate principal amount of $6,250,000 and a stated principal amount and issue price of $1,000 per note.

The notes pay fixed interest of 4.150% per annum, accruing from January 29, 2026, with semi-annual payments on January 29 and July 29, starting July 29, 2026, using a 30/360 day-count convention. At maturity, investors receive the stated principal plus accrued and unpaid interest.

The estimated value on the pricing date is $978.00 per note, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are subject to Morgan Stanley’s credit risk, are not insured, will not be listed on any exchange, and may have limited or no secondary market liquidity.