Morgan Stanley 424B Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $1,565,000 of Jump Securities with an auto-call feature linked to the worst-performing of Amazon, Microsoft and Tesla common stock. Each note has a $1,000 denomination, no interest payments and no principal protection, and all payments depend on Morgan Stanley’s credit.

The notes can be automatically redeemed quarterly from January 2027 if all three stocks close at or above their respective call thresholds, paying an increasing early redemption amount that targets about 28.80% per annum, up to $1,840 per note before maturity. If held to January 2029 without prior redemption, investors receive $1,864 per note if each stock has had a redemption event, only $1,000 back if all stay above their downside thresholds, and a loss of 1% of principal for every 1% decline in the worst-performing stock below its downside threshold, potentially losing the entire investment. The estimated value on the pricing date is $975.70 per note, reflecting issuer costs and internal funding assumptions.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering principal-at-risk Trigger Autocallable Notes linked to the State Street® Energy Select Sector SPDR® ETF. Each Security has a $10 issue price, a term of about three years and pays no interest or dividends.

Beginning January 25, 2027, on quarterly Observation Dates, if the ETF’s closing price is at or above the Initial Price, the notes are automatically called and pay $10 plus a fixed Call Return based on an annual Call Return Rate of 11.10% to 12.10% per annum, reaching about 33.30% to 36.30% by the final Observation Date. Investors do not participate in any further appreciation of the ETF.

If the notes are not called and the Final Price is below the Initial Price but at or above the Downside Threshold of 65% of the Initial Price, investors receive only the $10 principal. If the Final Price is below the Downside Threshold, repayment is $10 × (1 + Underlying Return), exposing investors to the ETF’s full decline and potentially a total loss. The estimated value on the Trade Date is approximately $9.683 per Security, reflecting embedded costs and Morgan Stanley’s internal funding rate. The notes are unsecured, subject to Morgan Stanley’s credit risk and are not listed, so secondary liquidity may be limited.

Morgan Stanley Finance LLC is offering $1,900,000 of callable contingent income securities due January 12, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note pays a 10.90% annual contingent coupon, but only if on each observation date the closing level of all four underliers—the Utilities Select Sector SPDR ETF, iShares 20+ Year Treasury Bond ETF, Nasdaq-100 Technology Sector Index and Russell 2000 Index—is at or above its coupon barrier of 70% of the initial level.

If the notes are not previously redeemed and, at maturity, every underlier is at or above its downside threshold of 60% of its initial level, investors receive the $1,000 principal plus any final coupon. If any underlier finishes below its downside threshold, repayment is reduced in full proportion to the worst performer and can fall to zero, meaning a total loss of principal. The issuer may call the notes on scheduled redemption dates based on a risk-neutral valuation model, and the estimated value at pricing is $956 per note, below the $1,000 issue price, reflecting structuring and hedging costs and an internal funding rate. The securities are unsecured, not listed on any exchange and carry both issuer credit risk and significant market, sector, interest rate, small-cap and tax risks.

Morgan Stanley Finance LLC is offering structured "Buffered Participation Securities" linked to the worst performer of the Russell 2000 Index and the S&P MidCap 400 Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and matures on July 21, 2027.

At maturity, if both indexes finish above their initial levels, investors receive principal plus 100% of the gain of the worst performing index. If the worst index is at or below its initial level but at or above 85% of its initial level, investors receive only principal. If the worst index closes below 85% of its initial level, investors lose 1% of principal for each 1% decline beyond the 15% buffer, with a minimum payment of 15% of principal.

The securities are unsecured and subject to Morgan Stanley’s credit risk, will not be listed on an exchange and may have limited liquidity. The estimated value on the pricing date is approximately $989.50 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and an internal funding rate. The product also carries market, small- and mid-cap equity, tax and conflict-of-interest risks highlighted in the risk disclosures.

Morgan Stanley Finance LLC is offering $9,211,000 of Digital S&P 500® Index-Linked Notes due March 9, 2027, fully and unconditionally guaranteed by Morgan Stanley. These unsecured notes pay no interest and return at maturity depends entirely on the S&P 500® Index level on the March 5, 2027 determination date.

For each $1,000 note, if the index is at or above 90% of its initial level of 6,921.46, investors receive a fixed maximum settlement amount of $1,087.40, or 108.74% of face value. If the index has fallen by more than 10%, repayment drops in line with the decline (using a buffer rate of approximately 111.11%), and investors can lose some or all of their principal. The estimated value on the trade date is $983.20 per note, reflecting issuance, structuring and hedging costs borne by investors, and the notes will not be listed on any securities exchange.

Morgan Stanley Finance LLC is offering market-linked notes due April 21, 2027, fully and unconditionally guaranteed by Morgan Stanley, tied to the S&P 500® Futures Excess Return Index. Each note has a $1,000 stated principal amount, pays no interest, and is issued at $1,000 with an estimated value on the pricing date of approximately $986.90. At maturity, if the index level on the observation date is above its initial level, holders receive $1,000 plus 100% of the index gain, capped at a maximum payment of $1,075 per note. If the final index level is equal to or below the initial level, investors receive only the $1,000 principal.

The notes are unsecured obligations of MSFL, subject to the credit risk of MSFL and Morgan Stanley, will not be listed on any exchange and may have limited secondary liquidity. Investors forgo dividends, current income and any equity upside above the 7.5% cap in exchange for principal repayment at maturity and potential capped appreciation based on S&P 500 futures performance.

Morgan Stanley Finance LLC is offering principal-at-risk Callable Contingent Income Memory Securities due January 18, 2029, linked to the Class A common stock of Robinhood Markets, Inc. These notes can pay a contingent coupon at an annual rate of 18.30%, but only if the stock closes at or above a barrier set at 50% of the initial level on each observation date. Missed coupons may be "remembered" and paid later if the barrier is met.

Beginning July 16, 2026, the issuer may redeem the notes early on specified dates if a risk‑neutral valuation model indicates it is economically rational for Morgan Stanley, not based directly on stock performance. At maturity, if not redeemed and Robinhood’s stock is at or above the downside threshold (also 50% of the initial level), investors receive full principal plus any due coupons. If the final level is below the threshold, repayment is reduced 1% for each 1% decline in the stock, down to possible total loss. All payments depend on Morgan Stanley’s credit, and the notes will not be listed on an exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Buffered PLUS notes maturing on January 22, 2031, linked to the S&P 500® Futures Excess Return Index. Each $1,000 note pays no interest and provides 155% leveraged upside if the index finishes above its initial level on the observation date.

If the final index level is at or below the initial level but at or above 80% of it, investors receive only the $1,000 principal. Below the 80% buffer, principal is reduced 1% for each additional 1% decline, with a minimum payment of 20% of principal. The notes are unsecured, subject to Morgan Stanley’s credit risk, not listed on an exchange, and their estimated value on the pricing date is approximately $935.90 per $1,000 note, reflecting embedded costs and an internal funding rate.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the worst performer of the State Street® Utilities Select Sector SPDR® ETF and the S&P 500® Index. The notes can be automatically called on scheduled determination dates if both references are at or above specified call thresholds, paying step-up early redemption amounts that correspond to about 9.42% per annum, such as $1,094.20 to $1,259.05 per $1,000 security.

If the notes are not called and on the observation date both references are at or above 90% of their initial levels, investors receive $1,282.60 per $1,000. If at least one is below 90% but both are at or above 70%, only the $1,000 principal is repaid. If either falls below 70%, repayment is reduced 1% for every 1% decline in the worst performer, and the payoff can be zero.

The estimated value on the pricing date is approximately $970.50 per security, reflecting issuance, selling, structuring and hedging costs. The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, will not be listed on an exchange, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley is offering unsecured fixed rate notes due January 29, 2036, with interest payments tied to its credit risk. Each note has a stated principal amount and issue price of $1,000, pays a fixed 4.500% annual interest rate on a semi-annual basis, and returns principal plus accrued interest at maturity.

The notes are not insured, not listed on any exchange, and secondary trading may be limited, with any market-making by Morgan Stanley & Co. at its discretion. Because issuance, selling, structuring and hedging costs are built into the $1,000 issue price, the estimated value on the pricing date is expected to be approximately $968.40 per note. Proceeds are for general corporate purposes, and affiliated dealers receive sales commissions, creating conflicts of interest highlighted in the risk factors.

Morgan Stanley is offering unsecured fixed rate notes due January 27, 2034. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.350%, with interest paid semi-annually on January 27 and July 27, starting July 27, 2026.

All payments depend on Morgan Stanley’s credit; if the firm fails to meet its obligations, investors could lose some or all of their money. The notes will not be listed on any exchange, and Morgan Stanley & Co. may make a secondary market but is not required to do so. The estimated value on the pricing date is expected to be about $976.50 per note, reflecting issuance, selling, structuring and hedging costs and the firm’s internal funding rate, which makes the investor economics less favorable than a plain-vanilla bond.

Morgan Stanley is offering unsecured fixed rate notes maturing on January 29, 2032. Each note has a stated principal amount and issue price of $1,000 and pays interest at a fixed annual rate of 4.150%, with semi-annual payments each January and July starting on July 29, 2026.

Interest is calculated on a 30/360 basis, and investors receive the stated principal plus accrued interest at maturity, subject to Morgan Stanley’s credit risk. The notes are not insured, will not be listed on any securities exchange, and may have limited or no secondary market. The estimated value on the pricing date is expected to be about $985.20 per note, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate, which may make the economic terms less favorable than conventional debt.

Morgan Stanley is offering fixed rate senior notes due January 29, 2031. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.00%, with interest paid semi-annually on January 29 and July 29, beginning July 29, 2026, using a 30/360 day-count basis.

At maturity, investors receive $1,000 per note plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The notes are unsecured, will not be listed on any securities exchange, and may have limited or no secondary market liquidity. Morgan Stanley estimates the value of each note on the pricing date to be approximately $987.50 or within $57.50 of that estimate, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate.

The filing highlights risks including exposure to changes in Morgan Stanley’s credit spreads and ratings, interest rate movements, the lack of listing, potential differences between estimated value and secondary market prices, and conflicts of interest because Morgan Stanley affiliates structure, distribute, value and hedge the notes while also acting as calculation agent.

Morgan Stanley is issuing fixed rate senior notes due January 9, 2031, with an aggregate principal amount of $6,221,000 and a stated principal amount of $1,000 per note. The notes pay 4.000% interest per year, with semi-annual payments each January 9 and July 9, starting July 9, 2026, using a 30/360 day-count convention.

The notes are unsecured and subject to Morgan Stanley’s credit risk, and will not be listed on any securities exchange, so secondary market liquidity may be limited. The issue price is $1,000 per note (or $992.50 in fee-based advisory accounts), while the estimated value on the pricing date is $984.60, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. Proceeds will be used for general corporate purposes, and an event of default would accelerate payment of principal plus accrued interest.

Morgan Stanley is offering $3,287,000 of fixed rate notes due January 9, 2034. Each note has a stated principal amount and issue price of $1,000 and pays a fixed interest rate of 4.350% per year, with interest paid semi-annually on January 9 and July 9, starting July 9, 2026, using a 30/360 day-count basis.

The notes are unsecured debt and all payments depend on Morgan Stanley’s credit; a default could result in loss of some or all of the investment. 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 estimated value on the pricing date is $973.80 per note, below the $1,000 issue price, reflecting internal funding rates and issuance, structuring and hedging costs borne by investors.

Selected dealers generally receive a $12 sales commission per note, while investors in fee-based advisory accounts pay $988 per note with no sales commission. Morgan Stanley expects to use the proceeds for general corporate purposes and its affiliates may hedge and make markets in the notes, which can affect market values.

Morgan Stanley is issuing $344,000 aggregate principal amount of fixed rate notes due January 9, 2032. Each note has a $1,000 stated principal amount and pays a fixed interest rate of 4.150% per annum, with interest paid semi-annually on January 9 and July 9, starting July 9, 2026, using a 30/360 day-count convention.

The issue price is $1,000 per note, but the bank estimates the value on the pricing date at $982.30, reflecting internal funding rates and costs of issuing, selling, structuring and hedging borne by investors. Certain fee-based advisory accounts pay $992.50 per note, and selected dealers receive a $7.50 sales commission per note sold outside those accounts.

The notes are unsecured debt obligations of Morgan Stanley, are not insured by the FDIC, and are not listed on any securities exchange, so secondary market liquidity may be limited and resale prices can be below the issue price. All payments depend on Morgan Stanley’s credit, and changes in its credit ratings, credit spreads or interest rates can reduce the market value of the notes before maturity.

Morgan Stanley is offering $3,606,000 aggregate principal amount of fixed rate notes due January 9, 2036, with a stated principal amount and issue price of $1,000 per note and a fixed interest rate of 4.500% per year, paid semi-annually each January 9 and July 9, starting July 9, 2026. Interest is calculated on a 30/360 basis and paid in U.S. dollars.

All payments depend on Morgan Stanley’s credit; if the firm cannot meet its obligations, investors could lose some or all of their money. The notes are unsecured, will not be listed on any securities exchange and may have limited or no secondary market, so investors should be prepared to hold to maturity. The estimated value on the pricing date is $966.10 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs and the use of an internal funding rate that is advantageous to the issuer. Proceeds are for general corporate purposes, and selected dealers generally earn a $15 sales commission per note, with a lower $985 price for fee-based advisory accounts.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing callable contingent income buffered securities maturing on January 12, 2028, linked to the worst performer of the SPDR Gold Trust (GLD), VanEck Junior Gold Miners ETF (GDXJ) and VanEck Gold Miners ETF (GDX).

Investors can receive a contingent coupon at 14.85% per year, paid only if on each observation date all three underliers close at or above their coupon barrier levels, set at about 73% of their initial levels. The issuer may redeem the notes early on scheduled redemption dates if a risk neutral valuation model indicates it is economically rational for Morgan Stanley to do so; once redeemed, no further payments are made.

At maturity, if not previously redeemed and each underlier’s final level is at or above its buffer level (also about 73% of initial), investors receive principal plus any final coupon. If any underlier finishes below its buffer, the payoff is reduced by 1.3699% of principal for every 1% decline of the worst performer beyond the 27% buffer, which can result in a substantial loss up to total principal loss. The estimated value on the pricing date is approximately $957.90 per $1,000 security.

Morgan Stanley Finance LLC is offering 1‑year Contingent Income Auto‑Callable Securities linked to The Goldman Sachs Group, Inc. (GS) common stock, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 security pays a contingent quarterly coupon at an annual rate of 11.43% (about $28.575 per quarter) only if GS’s determination closing price is at least 75% of the initial share price, the downside threshold.

If on any of the first three quarterly determination dates GS closes at or above the initial share price, the notes are automatically redeemed for $1,000 plus the current and any previously unpaid coupons. If not called, and the final share price is at or above the downside threshold, holders receive $1,000 plus due coupons; if it is below, repayment is reduced 1‑for‑1 with GS’s decline, potentially to zero principal and with no unpaid coupons. The notes do not participate in any upside of GS stock, are unsecured, not listed, and carry issuer and guarantor credit risk. The estimated value on the pricing date is about $974.40 per $1,000.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Auto-Callable Securities due January 19, 2029 linked to Amazon.com, Inc. common stock. The notes pay a contingent quarterly coupon at an annual rate of 10.03% (about $25.075 per quarter per $1,000 security) only when Amazon’s determination price is at or above 65% of the initial share price.

If on any of the first eleven quarterly determination dates Amazon’s price is at or above the initial share price, the notes are automatically redeemed for $1,000 plus that period’s coupon. If not called, and the final share price is at or above the 65% downside threshold, investors receive principal plus the final coupon; if it is below, repayment is reduced 1‑for‑1 with the stock and can fall to zero. Investors do not participate in any stock upside, face issuer credit risk, limited liquidity, complex tax treatment and an estimated initial value of about $969.90 per $1,000.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Auto-Callable Securities due January 19, 2029 linked to Wells Fargo & Company common stock. Each $1,000 security may pay a contingent quarterly coupon at a 9.00% annual rate (about $22.50 per quarter) only if the Wells Fargo share price on the relevant determination date is at least 75% of the initial share price. If on any of the first eleven determination dates the share price is at or above the initial share price, the notes are automatically redeemed for $1,000 plus that period’s coupon. At maturity, if not called and the final share price is at least 75% of the initial share price, holders receive $1,000 plus the final coupon; if it is below 75%, repayment of principal is reduced 1-to-1 with the stock decline and can be zero. The notes do not participate in any stock upside, are unsecured and not listed, and the estimated value on the pricing date is approximately $964.30 per $1,000 security.

Morgan Stanley Finance LLC is offering principal-at-risk Contingent Income Memory Auto-Callable Securities due February 1, 2029, linked to Alphabet Inc. Class A common stock and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and a contingent coupon at an annual rate of 11.00%, payable only when Alphabet’s closing level on an observation date is at or above a coupon barrier set at 70% of the initial level, with missed coupons potentially paid later if the barrier is subsequently met.

The notes may be automatically redeemed starting July 27, 2026 if Alphabet’s level is at least 100% of the initial level on specified redemption determination dates, paying principal plus the applicable coupon and any previously unpaid coupons, after which no further payments are made. If not called and at maturity the final level is at least 70% of the initial level, investors receive principal plus any due coupons; if it is below 70%, the payout is reduced 1% for each 1% decline, and can fall to zero. All payments depend on Morgan Stanley’s credit, and the estimated value on the pricing date is approximately $968 per $1,000 security, reflecting issuing, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering Trigger PLUS, principal-at-risk notes due January 12, 2029, linked to the worst performer of the iShares Silver Trust and the SPDR Gold Trust. The securities pay no interest and do not guarantee any return of principal.

At maturity, if both underliers finish above their initial levels, investors receive $1,000 per security plus a leveraged upside payment of 232% of the worst performer’s gain. If either underlier is at or below its initial level but both remain at or above 80% of their initial levels, investors receive only the $1,000 principal. If either underlier ends below its 80% downside threshold, repayment is reduced 1% for every 1% decline in the worst performer and can be zero.

The estimated value on the pricing date is approximately $935.20 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, are not listed on any exchange, and expose investors to the credit risk of Morgan Stanley and to volatility and commodity risks in silver and gold.

Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS notes linked to the VanEck Gold Miners ETF, with an aggregate principal amount of $4,651,000 and a stated principal amount of $1,000 per note, fully and unconditionally guaranteed by Morgan Stanley.

The 18‑month notes provide 200% leveraged upside if the ETF closes above the initial share price of $86.84, capped at a maximum payment of $1,409.60. If the ETF falls by up to 20% (down to the trigger level of $69.472), investors receive a positive return equal to the absolute decline, up to 20%. Below the trigger level, principal is exposed one‑for‑one to losses, with no minimum repayment.

The notes pay no interest, are unsecured and not listed on any exchange, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is $949.00 per note, reflecting issuance, structuring and hedging costs borne by the buyer.

Morgan Stanley Finance LLC is offering $1,000,000 of market-linked, principal-at-risk securities tied to the iShares Bitcoin Trust ETF, maturing December 31, 2026 and fully guaranteed by Morgan Stanley. Each $1,000 security pays a contingent coupon of 12.85% per annum, but only if the ETF’s closing price on a monthly calculation day is at or above $29.628, which is 60% of the $49.38 starting price. After a six‑month non‑call period, the notes are automatically called at par plus coupon if the ETF is at or above the starting price on a calculation day. If the notes are not called and the ETF ends below the 60% downside threshold at final valuation, investors’ principal is reduced in full proportion to the ETF decline, with losses of more than 40% and potentially all of the investment. The issuer’s estimated value is $960 per security, below the $1,000 price due to issuance, structuring and hedging costs and internal funding assumptions.

Morgan Stanley Finance LLC is offering contingent income, memory, auto-callable securities due January 21, 2028, linked to the common stock of Tesla, Inc., and fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000 and does not guarantee repayment of principal.

Investors may receive a contingent coupon at an annual rate of 15.00% to 16.00%, but only when Tesla’s closing price on an observation date is at or above a coupon barrier set at 60% of the initial level; missed coupons can be paid later if the barrier is met. The notes can be automatically redeemed starting July 16, 2026 if Tesla is at or above 100% of the initial level, returning principal plus applicable coupons. If held to maturity and Tesla finishes below a downside threshold at 60% of the initial level, investors lose 1% of principal for each 1% decline in Tesla, up to a total loss. The estimated value on the pricing date is approximately $955.10 per $1,000 security due to embedded costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk callable contingent income securities due February 1, 2028, linked to the worst performer among the S&P 500, Nasdaq-100 and Russell 2000 indexes. Each $1,000 security pays a contingent coupon at an annual rate of 10.30% on scheduled dates only if all three indexes are at or above 75% of their initial levels on the relevant observation date; otherwise no coupon is paid.

The notes can be redeemed early, in whole, on specified redemption dates if a risk-neutral valuation model indicates it is economically rational for Morgan Stanley to call them. If the notes are not called and, at maturity, every index is at or above its 75% downside threshold, investors receive their $1,000 principal plus any final contingent coupon; if any index is below its threshold, repayment is reduced 1% for every 1% decline of the worst-performing index and can fall to zero. The estimated value on the pricing date is approximately $982.90 per $1,000 security, reflecting issuance, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering market-linked, principal-at-risk securities tied to the worst performer of Alphabet Class A, Broadcom and Amazon.com common stock, maturing on January 26, 2029. Each security has a $1,000 face amount, with an estimated value on the pricing date of about $946.10, reflecting issuing, selling, structuring and hedging costs borne by investors.

The notes are auto-callable on January 28, 2027 if the lowest-performing stock is at or above its call price, paying at least $1,285.50 per security (a minimum return of about 28.55%), after which no further payments are made. If not called, investors receive 150% of the positive return of the lowest-performing stock, full return of principal if that stock is down up to 20%, and lose 1-for-1 beyond the 20% buffer, for up to an 80% loss of principal. The securities pay no interest, pay no dividends, are not listed, 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 S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, maturing on February 4, 2031, at an issue price of $1,000 per security. The notes may pay a contingent coupon at an annual rate between 11.50% and 12.50%, but only if the index closes at or above a set coupon barrier on scheduled observation dates; missed coupons can be "remembered" and paid later if the barrier is met. The securities are automatically callable from July 30, 2026 onward if the index is at or above a call threshold, returning principal plus the current and any previously unpaid coupons, after which no further payments are made.

If the notes are not called and the final index level is at or above a buffer level (85% of the initial level in the examples), investors receive principal back plus any due coupons; if it is below the buffer, principal is reduced 1% for each 1% decline beyond the buffer, subject to a minimum payment at maturity of 15% of principal. The estimated value on the pricing date is approximately $938.70 per $1,000 security, reflecting issuance, structuring and hedging costs and an internal funding rate advantageous to the issuer. The notes carry Morgan Stanley’s credit risk, are unsecured, will not be listed on an exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering market-linked notes due January 31, 2030, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no periodic interest, and returns principal at maturity.

The maturity payment depends on the worst performing of the Dow Jones Industrial Average and the S&P 500 Index. If the final level of each index is above its initial level, holders receive $1,000 plus 100% of the percentage gain of the worst performer, capped at a maximum payment of $1,280 to $1,330 per note. If either index finishes at or below its initial level, investors receive only the $1,000 principal.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk and will not be listed on any securities exchange. The estimated value on the pricing date is approximately $953.80 per note, reflecting issuer costs and an internal funding rate that may be more favorable to the issuer than secondary market levels.

Morgan Stanley Finance LLC is offering unsecured “Jump Notes” with an auto-callable feature linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley and maturing on February 1, 2033. The notes pay no interest and return the $1,000 stated principal amount at maturity, plus upside, if the final index level is above the initial level; otherwise only principal is repaid.

Starting January 27, 2027, the notes are automatically redeemed if the index is at or above the call threshold, for at least $1,085 on the first early redemption date, rising in steps to at least $1,510 by the sixth. The indicative estimated value on the pricing date is approximately $929.30 per note, below the issue price, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. Key risks include the lack of interest, capped upside if called, issuer credit risk, limited liquidity, tax complexity and the specialized, leveraged index with a 4% annual decrement and limited live history.

Morgan Stanley Finance LLC is offering $1,000 Step-Up Jump Notes with an auto-call feature linked to the BlackRock Adaptive U.S. Equity 5% Index, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no periodic interest and return at least the stated principal at maturity if not called, with 100% participation in any index gain above the initial level.

The notes can be automatically redeemed starting January 27, 2027 if the index closes at or above preset call thresholds, paying at least $1,095 on the first call date and stepping up to at least $1,570 on the last call date. Morgan Stanley estimates the value on the pricing date at approximately $940.80 per $1,000 note due to embedded costs and its internal funding rate. Key risks include lack of interest, early redemption risk, limited liquidity, issuer credit risk, and the complex, fee-reduced BAUSE5X index, which has a short live track record and daily deductions that can weigh on performance.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Dual Directional Trigger PLUS notes due February 4, 2030, 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 and pays no interest.

At maturity, if both indices finish above their initial levels, holders receive $1,000 plus a leveraged gain based on a leverage factor between 140% and 155%. If the worst index has fallen but remains at or above 70% of its initial level, investors receive a positive “absolute return” up to a 15% gain, using a 50% participation rate on the index’s percentage decline. If either index closes below 70% of its initial level, principal is reduced 1% for each 1% decline in the worst performer, with no minimum repayment, so the entire investment can be lost.

The estimated value on the pricing date is approximately $956.80 per $1,000 security, reflecting embedded issuance, 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 an exchange and may have limited or no secondary market. The filing also highlights complex U.S. tax treatment and sector‑specific risks tied to technology and small‑cap stocks.

Morgan Stanley Finance LLC is offering Trigger Performance Leveraged Upside Securities (Trigger PLUS) due January 30, 2031, linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index. Each security has a stated principal amount and issue price of $1,000 and is fully and unconditionally guaranteed by Morgan Stanley, but principal is at risk and the notes pay no interest.

At maturity, if both indexes finish above their initial levels, investors receive $1,000 plus a leveraged upside payment based on the worst performer, using a leverage factor between 121% and 131%. If at least one index is at or below its initial level but both stay at or above 70% of their initial levels (the downside thresholds), investors receive only the $1,000 principal. If either index closes below its downside threshold, the payoff is reduced 1% for every 1% decline of the worst performer, which can result in a total loss of principal.

The estimated value on the pricing date is about $940.60 per security, reflecting issuing, selling, 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, and secondary trading, if any, may be limited and at prices below the issue price.

Morgan Stanley Finance LLC is offering market-linked notes due February 4, 2030, based on the worst performance of the Dow Jones Industrial Average and the Nasdaq-100 Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no interest and returns at least principal at maturity.

At maturity, if the final level of each index is above its initial level, investors receive $1,000 plus 100% of the worst-performing index’s gain, capped at a maximum payment of $1,420 to $1,470 per note, to be set on the pricing date. If either index is at or below its initial level, investors receive only $1,000.

The indicative estimated value on the pricing date is approximately $971.20 per note, reflecting issuance, structuring and hedging costs and an internal funding rate. Key risks include no interest, capped upside, reliance on one observation date, full exposure to Morgan Stanley credit risk, potential illiquidity, tax treatment as contingent payment debt instruments and conflicts of interest as affiliates act as calculation agent, distributor and hedger.

Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS notes due January 30, 2031, linked to the S&P 500® Futures Excess Return Index. 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, holders receive $1,000 plus a leveraged upside payment based on a leverage factor of 146% to 161%. If the index is at or below the initial level but at or above 60% of it, investors receive $1,000 plus a positive return equal to the absolute index decline times a 50% participation rate, effectively capped at a 20% gain. If the index is below 60% of the initial level, investors lose 1% of principal for every 1% index decline, potentially losing their entire investment.

The notes are unsecured, not listed on any exchange and may have limited secondary liquidity. The estimated value on the pricing date is approximately $930.20 per security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate.

Morgan Stanley Finance LLC is offering principal-at-risk “Jump Securities” with an auto-callable feature, fully guaranteed by Morgan Stanley, in an aggregate principal amount of $497,000 at $1,000 per security. The notes run to December 24, 2030 and are linked to the worst performer of the VanEck® Semiconductor ETF (SMH) and the Consumer Staples Select Sector SPDR® Fund (XLP).

The securities can be automatically redeemed on scheduled determination dates starting December 22, 2026 if both ETFs are at or above their call thresholds (SMH $356.23, XLP $78.78), paying fixed amounts that target about 13.00% per annum, from $1,130 up to $1,617.50 per $1,000. If held to maturity and both final levels meet the call thresholds, investors receive $1,650 per security.

If at maturity at least one ETF is below its call threshold but both are at or above the downside thresholds (SMH $213.738, XLP $47.268), investors only receive principal back. If either ETF finishes below its downside threshold, the payoff is reduced 1% for every 1% decline of the worst performer, and the maturity payment can fall to zero. The notes pay no interest, are unsecured, not listed on any exchange, and carry Morgan Stanley credit risk. The estimated value on the pricing date is $918.10 per $1,000 note, reflecting embedded fees and issuer funding assumptions.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $4,558,000 of Buffered Jump Securities with an auto-call feature due September 22, 2028. Each $1,000 note is linked to the worst performing of the VanEck Gold Miners ETF (GDX) and SPDR S&P Metals & Mining ETF (XME) and pays no interest.

The notes may be automatically redeemed quarterly from June 22, 2026, with early redemption payments starting at $1,042.50 and stepping up to $1,226.667 per security, corresponding to about 8.50% per annum, if both ETFs are at or above 90% of their initial levels. If held to maturity and both ETFs are at or above their call thresholds, investors receive $1,233.75 per security; if both are at or above their 85% buffer levels but below call thresholds, only principal is returned. Below the buffer, losses match the decline of the worst ETF beyond 15%, with a minimum payment of 15% of principal.

The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange and have an estimated value of $940.20 per $1,000 on the pricing date. Selling dealers receive a $32.50 commission per note.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing contingent income auto-callable securities maturing on December 24, 2030, linked to the worst performer among NVIDIA, Block, Palantir and Chipotle shares. Each security has a stated principal amount and issue price of $1,000, with an aggregate principal amount of $2,050,000, and an estimated value on the pricing date of $950.50.

Investors may receive a 20.00% per annum contingent coupon, paid only if on each observation date all underliers are at or above their coupon barrier levels, set at 60% of initial levels. The notes are auto-callable from December 21, 2026 if all underliers are at or above their call thresholds (100% of initial levels), in which case investors receive principal plus the applicable coupon.

If not called, and at maturity all underliers are at or above their downside thresholds (60% of initial levels) or any underlier is at or above its initial level, investors receive principal (plus any final coupon). Otherwise, repayment is reduced 1% for each 1% decline of the worst-performing underlier, and the payment can fall to zero. The securities are unsecured, not listed, and subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering 3-year autocallable notes linked to the Russell 2000® Index with principal at risk. Each $10 Security can be automatically called on annual Observation Dates starting in December 2026 if the index closes at or above the Initial Level, paying back principal plus a fixed Call Return based on an 11.65% per annum Call Return Rate (for example, $11.165 after one year, $12.33 after two, $13.495 at maturity).

If the notes are not called and the Final Level is below the Initial Level, repayment at maturity is reduced 1:1 with the index decline using $10 × (1 + Underlying Return), and investors can lose some or all of their principal. The notes pay no interest, do not participate in index gains beyond the fixed Call Returns, and will not be listed on an exchange, so secondary liquidity may be limited. All payments depend on Morgan Stanley’s credit, and the estimated value on the Trade Date is approximately $9.707 per $10, reflecting issuing, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering $651,000 of Dual Directional Trigger PLUS 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 and is priced at $1,000, with estimated value on the pricing date of $965.60 per security.

The notes pay no interest and do not guarantee return of principal. At maturity, investors gain 170% of any index increase. If the index is down but not below 60% of its initial level of 556.90 (a downside threshold of 334.14), investors receive up to a 20% positive return via a 50% “absolute return” feature. If the index ends below the threshold, repayment is reduced 1% for each 1% decline, and the entire investment can be lost.

The securities are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any exchange and may have limited secondary liquidity. MS & Co. acts as agent, retaining $7.50 per security with additional possible structuring fees to selected dealers, and expects to sell to an unaffiliated dealer at $992.50 per security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk “Jump Securities” due December 23, 2027, linked to the worst performer of the Nasdaq-100® Technology Sector Index and the Invesco QQQ Trust. Each security has a $1,000 stated principal amount, with an aggregate principal of $1,396,000, and an estimated value on the pricing date of $967.10 per security.

The notes feature an automatic early redemption on December 30, 2026 if, on the first determination date, both underliers close at or above 100% of their initial levels (12,763.18 for the NDXT Index and $617.05 for QQQ). In that case, investors receive a fixed $1,138.50 per security and no further payments. If not called, the maturity payment depends on the worst-performing underlier: full principal plus 100% of upside if both finish above initial levels; principal only if both stay at or above 70% of initial levels; and a linear loss of 1% of principal for each 1% decline of the worst underlier below its downside threshold, potentially reducing the payment to zero.

All payments are unsecured and subject to Morgan Stanley’s credit risk. The securities pay no interest, are not FDIC insured, and will not be listed on any securities exchange, so secondary market liquidity may be limited.

Morgan Stanley Finance LLC is issuing Contingent Income Auto-Callable Securities due December 22, 2028, linked to the common stock of Apple Inc., in an aggregate principal amount of $2,889,000. Each $1,000 security can pay a contingent quarterly coupon at an annual rate of 10.06% (about $25.15 per quarter) for any determination date when Apple’s adjusted closing price is at or above the downside threshold of $218.936, which is 80% of the initial share price of $273.67.

The notes are automatically redeemed at par plus the coupon if Apple’s price is at or above the initial share price on any of the first eleven quarterly determination dates. If not called, and the final share price is at or above the downside threshold, holders receive par plus the final coupon; if it is below the threshold, repayment is reduced 1-to-1 with Apple’s decline and can fall to zero, meaning total loss of principal is possible. The securities are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, will not be listed on an exchange, and had an estimated value on the pricing date of $973.20 per $1,000 security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $100,000 of Contingent Income Buffered Auto-Callable Securities due December 22, 2028, linked to the worst performer of the S&P 500 Index and the Russell 2000 Index. Each security has a $1,000 stated principal amount and an estimated value on the pricing date of $978.30.

The notes pay a contingent coupon at 8.25% per year, but only if on each observation date both indices are at or above their coupon barrier levels, set at 85% of their initial levels. The securities may be automatically redeemed on scheduled determination dates if both indices are at or above their call thresholds, equal to 100% of initial levels, returning principal plus the applicable coupon.

If not redeemed early and at maturity either index finishes below its 15% buffer, investors lose 1% of principal for each 1% decline of the worst-performing index beyond that buffer, subject to a minimum payment of 15% of principal. The notes are unsecured, subject to Morgan Stanley’s credit risk, and are not listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk Contingent Income Memory Auto-Callable Securities due December 22, 2028, linked to the worst performer of the S&P 500® Index, Russell 2000® Index and Nasdaq-100® Technology Sector IndexSM. The securities have a stated principal amount of $1,000 per security, issue price of $1,000 and aggregate principal amount of $2,733,000, with an estimated value on the pricing date of $989.10 per security.

Investors may receive a contingent coupon at an annual rate of 9.50% on each coupon payment date, but only if on the related observation date the closing level of each index is at or above its coupon barrier level set at 80% of its initial level. Starting December 21, 2026, the notes will be automatically redeemed if on any redemption determination date all indices are at or above 100% of their initial levels, paying principal plus the current and any previously unpaid coupons.

If the notes are not called and, on the final observation date, each index is at or above its downside threshold (60% of its initial level), investors receive principal plus any due coupons. If any index finishes below its downside threshold, repayment of principal is reduced 1% for each 1% decline of the worst-performing index, and the payment at maturity could be zero. The securities are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange, may have limited secondary liquidity and involve complex risk and tax considerations, including potential 30% U.S. withholding on coupons for certain non-U.S. holders.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering callable contingent income buffered securities linked to the worst performer of the Dow Jones Industrial Average and the Technology Select Sector SPDR Fund. Each security has a $1,000 stated principal amount, with a total offering size of $548,000.

The notes can pay a contingent coupon at an annual rate of 6.25%, but only if on each observation date both underliers close at or above their coupon barrier levels, set at 80% of their initial levels. A 25% buffer applies at maturity: if the final level of each underlier is at or above 75% of its initial level, investors receive principal back (plus any final coupon). If either underlier finishes below its buffer level, repayment is reduced in line with the decline of the worst performer beyond the buffer, subject to a minimum of 25% of principal.

The notes are callable in whole from June 25, 2026, based on a risk neutral valuation model that favors redemption when it is economically rational for the issuer, and they will not be listed on any exchange. The estimated value on the pricing date is $968.10 per security, below the issue price, reflecting embedded costs and internal funding assumptions. Investors face principal risk, the possibility of receiving no coupons over the life of the notes, issuer credit risk and limited liquidity.

Morgan Stanley Finance LLC is issuing structured “Jump Securities with Auto-Callable Feature” due December 22, 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 $498,000.

The notes are linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index and S&P 500 Index. Investors can receive automatic early redemption payments starting at $1,126 per security in December 2026, rising over time to $1,315 in June 2028, if on a determination date all three indexes are at or above their call threshold levels (100% of initial levels). If held to maturity and all underliers are at or above their call thresholds, the payment is $1,378 per security.

If any index finishes below its downside threshold (70% of initial level) at maturity and the notes have not been called, investors lose 1% of principal for each 1% decline of the worst-performing index, potentially losing their entire investment. The estimated value on the pricing date is $984.70 per security, reflecting issuing, selling, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering structured “Buffered Step-Down Jump Securities with Auto-Callable Feature” linked to the worst performer of the S&P 500® Index, Nasdaq-100® Technology Sector IndexSM and Russell 2000® Index, with a stated principal amount of $1,000 per security and an aggregate principal of $1,610,000. The notes do not pay interest and are fully and unconditionally guaranteed by Morgan Stanley.

The securities can be automatically redeemed quarterly from December 2026 onward if each index is at or above its call threshold, paying an early redemption amount that targets about 10.30% per annum, with scheduled call payments ranging from $1,103.00 to $1,300.42 per $1,000. If held to December 2028 and all final index levels are at or above their upside thresholds, investors receive $1,309.00; if they are between the buffer and upside thresholds, only principal is returned; below the 10% buffer, principal is reduced 1% for each 1% additional decline in the worst-performing index, subject to a minimum payment of 10% of principal.

The initial index levels are 6,721.43 for the S&P 500, 12,343.87 for the Nasdaq-100 Technology Sector Index and 2,492.295 for the Russell 2000. The estimated value on the pricing date is $956.70 per security, reflecting structuring and hedging costs and the issuer’s internal funding rate, and all payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk market-linked securities tied to the lowest performer among Dollar General, Altria and Philip Morris, maturing on January 5, 2029. Each security has a $1,000 face amount, with a current estimated value of about $911.90 due to built-in issuing, selling, structuring and hedging costs.

The notes may be automatically called on January 7, 2027 if every stock is at or above 105% of its starting price, paying at least $1,450 per security, after which no more payments are made. If not called, at maturity investors get 150% of the positive return of the lowest-performing stock, or up to a 45% positive return if that stock has declined but remains above 55% of its starting price. If any stock ends below its 55% threshold, repayment is reduced one-for-one with the loss on the worst stock, and investors can lose more than 45%, including their entire principal.

The securities pay no interest, do not provide dividends, are not listed, and all payments depend on Morgan Stanley’s credit. Agents, including Wells Fargo Securities, may receive up to $25.75 per security in commissions.