STOCK TITAN

Morgan Stanley 424B Filings

MS NYSE

Every 424B that Morgan Stanley (MS) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow MS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MS filings page.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing contingent income "memory" auto-callable securities linked to the Class A subordinate voting shares of Shopify Inc. Each security has a stated principal amount and issue price of $1,000, with an aggregate principal amount of $581,000.

The note pays a contingent coupon at 14.00% per year, but only if Shopify’s closing share price on an observation date is at or above the coupon barrier of $78.646, about 49.50% of the initial level of $158.88. Missed coupons can be paid later if the barrier is met, but investors may receive few or no coupons over the life of the notes.

The securities can be automatically redeemed on scheduled redemption dates if Shopify closes at or above the call threshold of $158.88. If not called and at maturity Shopify is at or above the same $78.646 downside threshold, investors receive principal back plus any due coupons. If the final level is below this threshold, the payoff is reduced 1% for every 1% decline in Shopify from the initial level, and the amount returned can fall to zero. The notes are principal at risk, unsecured, not listed on an exchange and subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $969.90 per $1,000 security.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with an auto-call feature due May 19, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performer of three ETFs: the iShares Russell 2000 ETF, VanEck Semiconductor ETF and Energy Select Sector SPDR Fund.

The securities do not pay interest and do not guarantee return of principal. They can be automatically redeemed on scheduled determination dates starting February 17, 2026 if each ETF is at or above its call threshold level, providing fixed early redemption payments designed to correspond to a return of approximately 12.45% per annum. If held to maturity and not called, investors receive $1,186.75 per $1,000 security if all underliers finish at or above their call thresholds, only $1,000 if all stay above their downside thresholds, and a loss of 1% of principal for each 1% decline in the worst ETF below its downside threshold, potentially down to zero.

The estimated value on the pricing date is approximately $966.70 per $1,000 security, reflecting embedded issuing, selling, structuring and hedging costs and Morgan Stanley’s 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 secondary market liquidity.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with an auto-callable feature, fully and unconditionally guaranteed by Morgan Stanley, linked to the worst performer of the Dow Jones Industrial Average, the Nasdaq-100 Technology Sector Index and the Russell 2000 Index. Each security has a $1,000 stated principal amount, an original issue date on November 20, 2025 and a maturity date on November 22, 2028.

The notes can be automatically redeemed on November 27, 2026 for an early redemption payment of $1,198 per security if each index is at or above its 100% call threshold. If not called, at maturity investors receive principal plus upside based on 175% of the gain of the worst-performing index if all are above their initial levels, only principal if all remain at or above 70% downside thresholds, or a loss matching the full decline of the worst performer if any index falls below its 70% threshold, potentially reducing the payoff to zero. The estimated value on the pricing date is approximately $955.90 per security, the securities will not be listed on an exchange, and all payments are subject to Morgan Stanley’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering Trigger PLUS notes due November 15, 2030, linked to the worst performer of the STOXX® Europe 600 Index and the MSCI EAFE® Index. These unsecured, principal-at-risk securities pay no interest and are fully and unconditionally guaranteed by Morgan Stanley.

At maturity, if both indexes finish above their initial levels, investors receive $1,000 plus a leveraged upside payment equal to 229% of the worst performer’s gain. If either index is at or below its initial level but both stay at or above 75% of their initial levels, investors simply get back $1,000. If either index falls below 75% of its initial level, repayment is reduced 1% for each 1% decline in the worst-performing index, and the payout can fall to zero.

The securities will not be listed on any exchange, carry Morgan Stanley credit risk, and are designed for fee‑based advisory accounts. The estimated value on the pricing date is approximately $964.40 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate.

Rhea-AI Summary

Morgan Stanley Finance LLC is issuing $718,000 of principal-at-risk “Jump Securities” linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value of $957.50 on the pricing date.

The notes are automatically called on November 16, 2026 if the underlier closes at or above 3,037.10 on November 10, 2026, paying $1,250 per $1,000 and then terminating. If not called, at maturity in November 2030 investors receive the $1,000 principal plus a 350% participation in any index gain, par if the index is flat to down but not below 50% of the initial level, and a 1-for-1 loss if the index falls below that 50% downside threshold, which can result in a total loss.

Returns depend on Morgan Stanley’s credit and there is no interest, no principal protection and no exchange listing. The underlier itself includes a 4% per year decrement, uses leverage of up to 400% on E-mini S&P 500 futures and has limited live history, so its behavior may differ from the S&P 500® Index.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $493,000 of Jump Securities with an auto-callable feature linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index and S&P 500 Index. Each security has a stated principal amount of $1,000 and an issue price of $1,000, with an estimated value on the pricing date of $983.10, reflecting embedded costs and the issuer’s internal funding rate.

The notes can be automatically redeemed on scheduled determination dates starting in November 2026 if all three indexes are at or above their call thresholds (100% of initial levels), paying early redemption amounts that correspond to about 12.85% per annum. If held to maturity in November 2028 and all indexes are at or above their call thresholds, investors receive $1,385.50 per security; if any index finishes below its downside threshold (70% of initial), repayment is reduced 1% for each 1% decline in the worst-performing index and can fall to zero. The securities pay no interest, are not principal protected, will not be listed on any exchange, and all payments depend on Morgan Stanley’s credit.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering $3,928,000 of Contingent Income Auto-Callable Securities due May 11, 2028, linked to the worst performer of the Nasdaq-100, S&P 500 and Russell 2000 indices and fully guaranteed by Morgan Stanley. Each $1,000 note pays a 10.20% annual contingent coupon only if all three indices are at or above their coupon barriers (80% of initial levels) on scheduled observation dates.

The notes can be automatically called on specified dates if all indices are at or above their call thresholds (100% of initial levels), returning principal plus the applicable coupon but ending any further payments. If held to maturity and any index finishes below its downside threshold (75% of its initial level), principal is reduced 1% for each 1% decline of the worst-performing index, potentially to zero. The estimated value on the pricing date is $970.20 per note, below the $1,000 issue price, reflecting embedded costs and Morgan Stanley’s internal funding rate. The securities are unsecured, not listed, and subject to Morgan Stanley’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $2,517,000 of Trigger PLUS structured notes linked to the S&P 500® Futures Excess Return Index. Each security has a $1,000 stated principal amount and pays no interest.

At maturity in 2030, if the index is above its initial level of 550.88, investors receive $1,000 plus 185% of the index’s gain. If the index is at or below the initial level but at or above the downside threshold of 275.44 (50% of the initial level), investors receive only $1,000. If the index finishes below the threshold, repayment is reduced 1% for each 1% decline, with no minimum, so the entire investment can be lost. A hypothetical 10% index gain would pay $1,185, while an 85% decline would pay $150.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk and will not be listed on an exchange, so liquidity may be limited. The estimated value on the pricing date is $982.50 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. The filing also highlights complex tax treatment and risks related to futures markets and index methodology changes.

Rhea-AI Summary

Morgan Stanley Finance LLC is issuing Dual Directional Buffered PLUS structured notes, fully and unconditionally guaranteed by Morgan Stanley, with an aggregate principal amount of $342,000 and a denomination of $1,000 per note. The notes pay no interest and mature on November 13, 2029, with returns based on the worst performer among the S&P 500 Index, Nasdaq-100 Index and Dow Jones Industrial Average.

At maturity, investors gain 115% of any upside in the worst-performing index, or up to a 20% positive return if that index declines but stays above 80% of its initial level. If the worst-performing index falls below this 20% buffer, principal is lost one-for-one beyond the buffer, with a minimum payment of 20% of principal. The estimated value on the pricing date is $958.40 per note, reflecting embedded issuance, structuring and hedging costs, and investors are exposed to Morgan Stanley’s credit risk and limited secondary market liquidity.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk structured notes linked to the worst performer among the iShares U.S. Aerospace & Defense ETF, the Utilities Select Sector SPDR Fund and Southern Company stock. Each security has a $1,000 stated principal amount, total offering size of $665,000, and an annual contingent coupon of 9.00% that is paid only when all three underliers close at or above their coupon barrier levels on the relevant observation date.

The notes can be called in whole on specified redemption dates if a risk‑neutral valuation model indicates early redemption is economically rational for the issuer, in which case investors receive $1,000 plus any due coupon and no further payments. At maturity in 2030, if not redeemed and each underlier is at or above its downside threshold level (90% of its initial level), investors receive full principal, plus any final coupon. If any underlier finishes below its downside threshold, repayment is reduced 1% for each 1% decline in the worst underlier, potentially to zero. The estimated value on the pricing date is $936.60 per security, below the $1,000 issue price.

Rhea-AI Summary

Morgan Stanley Finance LLC is issuing principal-at-risk “Jump” securities due November 10, 2028, linked to the S&P 500® Futures Excess Return Index and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an aggregate principal amount of $1,830,000 and an estimated value on the pricing date of $963.80 per security.

The notes automatically redeem on November 16, 2026 for $1,115 per security if the index on the first determination date is at or above the call threshold level of 550.88. If not called, at maturity investors receive enhanced upside at a 150% participation rate when the final index level exceeds the initial level of 550.88, full principal if the final level is at or above the downside threshold of 385.616, and a proportional loss of principal if the final level is below that threshold.

The securities pay no interest, are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on an exchange, and may have limited or no secondary market liquidity. Investors must be willing to risk a substantial loss, including a complete loss of principal, and to accept complex tax and valuation characteristics.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Buffered Performance Leveraged Upside Securities (Buffered PLUS) linked to the MSCI EAFE® Index. Each security has a $1,000 stated principal amount, with an aggregate principal of $1,916,000, and pays no interest.

At maturity on November 10, 2028, investors earn 200% of any index gain, but the total payout is capped at $1,300 per security (130% of principal). If the index is flat or down but no more than 20% below the initial level of 2,774.95, investors receive only their principal back. Below the 20% buffer, principal falls by 1.25% for every 1% additional index loss, with no minimum payment, so the entire investment can be lost.

The securities are unsecured and subject to Morgan Stanley’s credit risk. They will not be listed on an exchange, and secondary trading, if any, may be limited. The estimated value on the pricing date is $967.90 per security, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing callable contingent income securities due November 10, 2028 tied to the worst performing of the S&P 500, Dow Jones Industrial Average and Nasdaq‑100. Each security has a $1,000 stated principal amount, with a total offering of $13,178,000 at par, and an estimated value on the pricing date of $988.40.

Investors may receive a 9.80% 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 75% of the initial level for each index. Principal repayment at maturity is also contingent: if the worst index stays at or above its downside threshold (also 75% of initial), principal is returned; if any index finishes below its threshold, investors lose 1% of principal for each 1% decline in the worst index, potentially losing their entire investment.

The notes can be redeemed early, in whole, on specified redemption dates if a risk‑neutral valuation model indicates that redemption is economically rational for the issuer, ending all future coupons and principal exposure. The securities are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange and may have limited or no secondary market liquidity.

Rhea-AI Summary

Morgan Stanley Finance LLC is issuing Contingent Income Auto-Callable Securities due November 10, 2028, linked to the common stock of Prologis, Inc. Each security has a $1,000 stated principal amount, with an aggregate principal amount of $1,105,000, and is fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a contingent quarterly coupon at an annual rate of 10.55% (about $26.375 per quarter per security) only if on the relevant determination date the Prologis share price is at or above the downside threshold of $94.20, which is 75% of the $125.60 initial share price. If on any of the first eleven determination dates the share price is at least the initial price, the notes are automatically redeemed for $1,000 plus that period’s coupon.

If the notes are not called and the final share price is at or above the downside threshold, investors receive $1,000 plus the final coupon at maturity. If the final share price is below the downside threshold, repayment of principal is reduced one-for-one with the stock’s decline from the initial price, and the payment at maturity can be significantly less than $1,000 and may be zero. The securities do not participate in any stock upside, are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any exchange, and have an estimated value on the pricing date of $965.80 per $1,000 security, reflecting embedded issuing, structuring and hedging costs.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1.5 million of Digital S&P 500® Index-Linked Notes due November 28, 2031. These unsecured, principal-at-risk securities pay no interest and are linked to the S&P 500® Index level from the trade date on November 7, 2025 to the determination date on November 25, 2031.

For each $1,000 note, if the index’s final level is at least 85% of the initial level of 6,728.80, holders receive a fixed maximum settlement amount of $1,495 (149.5% of face value). If the index ends below 85% of the initial level, repayment is reduced one-for-one with the index decline, so the entire investment can be lost.

The estimated value on the trade date is $930.40 per note, below the $1,000 issue price, reflecting issuance, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are not listed, may have limited liquidity, and all payments depend on Morgan Stanley’s creditworthiness.

Rhea-AI Summary

Morgan Stanley Finance LLC filed an amended preliminary 424(b)(2) for Partial Principal at Risk Notes due November 18, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are linked to a performance‑allocation basket of the MSCI Emerging Markets Index, EURO STOXX 50, and Tokyo Stock Price Index, with basket weights set on the observation date by relative performance (50% best, 30% second, 20% worst).

Issue price is $1,000 per note; estimated value on the pricing date is approximately $960.80 per note; selling commissions are $25 per note, yielding $975 per note in proceeds to the issuer. At maturity (observation date: November 13, 2030), investors receive the stated principal plus upside at a 100% participation rate, capped at a maximum payment of $1,800 per note. If the basket performance factor is zero or negative, investors lose 1% per 1% decline, but not below the partial principal return amount of 98.50% of stated principal. The notes are unsecured, subject to issuer and guarantor credit risk, and will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC filed a preliminary 424(b)(2) for auto‑callable Jump Notes linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are unsecured. Each note has a $1,000 stated principal amount and issue price.

The notes auto‑redeem if the index closes at or above the call threshold level (100% of the initial level) on a determination date. The first determination date is November 19, 2026; they cannot be redeemed before then. Early redemption payments step up to target approximately 7.00% per annum (e.g., $1,070.00 on Nov 24, 2026; $1,420.00 on Nov 24, 2031; $1,472.50 on Aug 24, 2032). If not called, on November 24, 2032 investors receive a fixed positive return if the final level is at or above the call threshold; otherwise, they receive only principal back.

The estimated value on the pricing date is approximately $936.20 per note (within $55.00 of that estimate). The notes will not be listed. All payments are subject to the issuer’s and guarantor’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, filed an amended preliminary pricing supplement for principal-at-risk, auto-callable Jump Securities linked to the worst of the Dow Jones Industrial Average, Nasdaq-100, and S&P 500. Each security is issued at $1,000, with an estimated value on the pricing date of approximately $978 per security.

The notes may be automatically redeemed on quarterly determination dates starting November 16, 2026 if each index is at or above its 100% call threshold, paying fixed amounts per security of $1,116, $1,232, $1,348, or $1,464 depending on the call date. If held to maturity on November 15, 2030, investors receive $1,580 per security only if each index is at or above its call threshold; if any index is below the call threshold but all are at or above the 75% downside threshold, payment equals principal; if any index is below its downside threshold, repayment is reduced 1% for every 1% decline of the worst performer. The securities are unsecured obligations subject to the issuer’s and guarantor’s credit risk and pay no periodic interest.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Trigger Jump Securities linked to the worst performing of the S&P 500, Russell 2000 and Dow Jones Industrial Average. The notes pay no interest and are unsecured obligations.

At maturity on December 5, 2030, holders receive: (i) if each index finishes at or above its initial level, the $1,000 principal plus the greater of the worst underlier’s percent gain or a fixed $517.50 upside payment; (ii) if any index is below its initial level but all are at or above their 75% downside thresholds, return of principal only; (iii) if any index ends below its downside threshold, a 1% principal loss for each 1% decline in the worst underlier, which could reduce repayment to zero.

Key terms include a $1,000 issue price per note, estimated value on the pricing date of approximately $941.90 per security (within $55.00), pricing on December 1, 2025, and no listing. All payments are subject to Morgan Stanley’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering principal-at-risk Contingent Income Auto-Callable Securities due November 15, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a 9.50% annual contingent coupon only if, on each observation date, the iShares MSCI EAFE ETF (EFA), S&P 500 Index (SPX), and Russell 2000 Index (RTY) each close at or above their coupon barrier, set at 70% of their initial levels. Automatic early redemption can occur on scheduled dates starting May 12, 2026 if all three underliers are at or above their call thresholds, set at 100% of initial levels.

The notes are linked to the worst performing underlier, so any single underlier falling below key levels can eliminate a coupon or trigger loss of principal. If not called, at maturity investors receive par only if each final level is at or above its 70% downside threshold; otherwise, repayment is reduced one-for-one with the decline of the worst performer and could be zero. Issue price is $1,000 per security; the estimated value on the pricing date is approximately $985.60 per security. Key dates: pricing November 12, 2025; original issue November 17, 2025; maturity November 15, 2030.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering callable contingent income securities due November 18, 2027, fully and unconditionally guaranteed by Morgan Stanley. Payments are linked to the worst performer among EQT Corporation, Exxon Mobil, and Cheniere Energy common stocks.

The notes pay a contingent quarterly coupon at 21.38% annual rate (about $53.45 per $1,000 each quarter) only if, on each trading day in the observation period, every stock closes at or above 75% of its initial share price (coupon barrier). Starting November 27, 2026, the issuer may redeem quarterly, in whole, based on a risk neutral valuation model; if called, holders receive the $1,000 principal plus any coupon due for that period.

At maturity, if not redeemed, investors receive $1,000 plus the final coupon only if each stock is at or above its 70% downside threshold. If any stock is below its threshold, repayment equals $1,000 times the worst stock’s performance and can be less than 70% of principal or zero. Issue price is $1,000; the estimated value is approximately $943.80 per security. Agent commissions are $20 and a structuring fee is $5 per security. The notes will not be listed; all payments are subject to the issuer’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC amended a pricing supplement for its Dual Directional Buffered Jump Securities linked to the S&P 500 Index, due September 24, 2029. The notes are unsecured, pay no interest, and are fully and unconditionally guaranteed by Morgan Stanley.

The payoff is path-independent and set on the September 19, 2029 observation date. If the final index level is at or above the initial level of 6,664.36, investors receive principal plus a fixed upside payment of $255 (25.50%). If the index declines but stays at or above the buffer level of 5,331.488 (80%), investors earn a positive return equal to the absolute decline times the 300% participation rate, effectively capped at a 60% gain. Below the buffer, losses match the decline beyond 20%, with a minimum payment at maturity of 20% of principal.

The issue price is $1,000 per security, aggregate principal $1,625,000, and estimated value on pricing date is $979.00 per security. Agent’s fees are $7.50 per security, with proceeds to the issuer of $1,612,812.50. The notes will not be listed and all payments are subject to the issuer’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC priced a Rule 424(b)(2) structured note offering: Buffered Jump Securities with auto-call linked to Oracle Corporation common stock, fully and unconditionally guaranteed by Morgan Stanley. The notes are principal-at-risk, pay no interest, and may redeem early if Oracle’s closing level is at or above the call threshold.

Key terms: issue price $1,000 per security; aggregate principal amount $500,000; estimated value on pricing date $964.40 per security; scheduled early redemption payments correspond to ~13.00% per annum (e.g., $1,032.50 on the first call date, rising to $1,162.50 before maturity). Initial level $275.30; call threshold level $275.30 (100%); buffer level $192.71 (70%); buffer amount 30%; minimum payment at maturity 30% of principal.

If not redeemed and the final level is ≥ the call threshold, maturity pays $1,195.00 per security. If the final level is below the call threshold but ≥ the buffer level, investors receive principal only. Below the buffer, losses match the decline beyond 30%. Agent commissions are $18.75 per security; total proceeds to the issuer are $490,625. The notes are unsecured and subject to the credit risk of MSFL and Morgan Stanley, and will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering Market Linked Securities that are auto-callable with a contingent coupon and downside exposure, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a 13.15% per annum contingent coupon, due monthly only if the lowest-performing of Citigroup, Costco, FedEx, and Netflix closes at or above its 70% coupon threshold on the applicable calculation day. The notes mature on August 19, 2030, unless called after an initial ~6‑month non‑call period when each stock is at or above its starting price.

The price to the public is $1,000 per security, with agent commissions of up to $28.25 and proceeds to the issuer of $971.75 per security (total offering $956,000; commissions $27,007; proceeds $928,993). The current estimated value is $946.60 per security, reflecting issuance and hedging costs and Morgan Stanley’s internal funding rate.

If not called, repayment at maturity is $1,000 only if each stock is at or above its 50% downside threshold; otherwise, principal is reduced 1‑for‑1 with the worst performer. Investors do not receive dividends or participate in stock appreciation, and all payments are subject to Morgan Stanley’s credit risk. The securities will not be listed on any exchange.

Rhea-AI Summary

Morgan Stanley Finance LLC priced a structured note offering of Buffered PLUS due November 5, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of the Dow Jones Industrial Average and the S&P 500 Index, pay no interest, and put principal at risk.

Key terms include a $1,000 issue price per security, $908,000 aggregate principal amount, a 150% leverage factor on upside, and a maximum payment at maturity of $1,600 per security. A 20% buffer applies; below the buffer, investors lose 1% of principal for each 1% additional decline of the worst performer, subject to a minimum payment at maturity equal to 20% of principal. Initial levels were set on October 31, 2025 (INDU 47,562.87; SPX 6,840.20), with observation on October 31, 2030.

The estimated value on the pricing date is $965.20 per security. Commissions and fees total $7.50 per security, with $992.50 per security in proceeds to the issuer; sales are to fee-based advisory accounts. The securities will not be listed; secondary market making by MS&Co. is not assured and all payments are subject to Morgan Stanley’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC priced a 424(b)(2) offering of NVIDIA-linked “Jump Notes,” fully and unconditionally guaranteed by Morgan Stanley, totaling $582,000 in aggregate principal amount at $1,000 per note. The notes pay no interest and mature on November 3, 2028. At maturity, if NVIDIA’s final level is greater than or equal to the initial level, holders receive principal plus a fixed $235 upside payment (23.50% of principal). If the final level is lower, holders receive only the $1,000 principal.

The initial level is $202.49 (NVIDIA’s closing level on October 31, 2025), with the observation date on October 31, 2028. The estimated value on the pricing date is $979.50 per note. The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, will not be listed on any exchange, and are intended for fee-based advisory accounts with no sales commissions. Secondary market liquidity may be limited, and all payments are subject to the issuers’ credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC filed a 424(b)(2) preliminary pricing supplement for principal-at-risk, market-linked securities tied to the lowest-performing of Alphabet (GOOGL), Meta (META) and Microsoft (MSFT), due November 17, 2028, fully and unconditionally guaranteed by Morgan Stanley.

Each $1,000 security has an estimated value of approximately $957.50 (within $45 of that estimate). Per the fee table, agent commissions are up to $25.75 per security, with $974.25 per security in proceeds to the issuer. The notes feature an auto‑call on November 19, 2026 if every stock closes at or above its starting price, paying at least $1,483.50 per $1,000 face amount; no further payments occur after a call.

If not called, maturity pays: 250% participation on the lowest performer when its ending price is above its start; a contingent absolute return when it is between its start and a 70% threshold; or full downside exposure below the threshold, risking significant loss of principal. The securities pay no interest, forgo dividends, and will not be listed. Agents are MS&Co. and WFS.

Rhea-AI Summary

Morgan Stanley Finance LLC announced a preliminary pricing supplement for Trigger PLUS, principal-at-risk notes due November 30, 2028, linked to the worst performer among the S&P 500, Nasdaq-100 Technology Sector Index and Russell 2000. The notes pay no interest and are fully and unconditionally guaranteed by Morgan Stanley.

At maturity, holders receive the $1,000 stated principal plus a leveraged upside if each index ends above its initial level; the leverage factor will be set in a 167%–177% range. If any index finishes at or below its initial level but all remain at or above 70% of initial, repayment is at par. If any index ends below its 70% downside threshold, repayment falls 1% for each 1% decline in the worst-performing index, and could be zero. The estimated value on the pricing date is approximately $962.40 per note. The notes won’t be listed; sales are through fee-based accounts, with a structuring fee up to $6.25 per note. All payments are subject to the issuer’s and guarantor’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC launched Market Linked Securities—auto-callable notes linked to the lowest performer among Microsoft, Broadcom, Alphabet Class A and Meta Class A—due November 2, 2028, fully and unconditionally guaranteed by Morgan Stanley. The price to public is $1,000 per security, for a total offering of $4,839,000; agent commissions are $124,604.25 and proceeds to the issuer are $4,714,395.75.

The notes may be automatically called on November 2, 2026 for a fixed cash payment of $1,430 per $1,000 face amount (a 43.00% call premium). If not called, the maturity payoff is based on the lowest performing stock: 232% leveraged upside if that stock ends above its starting price; a contingent absolute return up to 40% if it is between the starting and 60% threshold prices; and 1:1 downside below the threshold, where investors can lose more than 40%, up to all principal.

The current estimated value is $918.70 per security, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. The securities pay no interest, forgo dividends, are subject to Morgan Stanley’s credit risk, and will not be listed on an exchange.

Rhea-AI Summary

Morgan Stanley Finance LLC filed an amendment to a 424(b)(2) preliminary pricing supplement for Dual Directional Trigger Participation Securities linked to the S&P 500 Index, due May 10, 2027 and fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay no interest and are unsecured obligations.

At maturity, investors gain 100% of S&P 500 upside, but returns are capped at a maximum upside payment of $1,060 per $1,000. If the index is flat to down but not below the 70% downside threshold, the notes provide a positive return equal to the absolute decline (up to an effective 30%). If the index finishes below the threshold, investors lose 1% of principal per 1% index decline, up to total loss.

The indicative estimated value on the pricing date is approximately $968.60 per security, reflecting issuing, selling, structuring and hedging costs and an internal funding rate. The notes will not be listed, and secondary market liquidity may be limited. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $9,747,000 of Market‑Linked Notes tied to a weighted basket of international equity indices and due October 31, 2030. The Notes return principal at maturity and provide an upside payment equal to the Basket’s positive return multiplied by a 111% participation rate; if the Basket Return is zero or negative, investors receive only principal at maturity.

The basket weights are EURO STOXX 50 (40%), Nikkei 225 (25%), FTSE 100 (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%). The Notes pay no interest or dividends, are unsecured and unsubordinated, and will not be listed. The issue price is $1,000 per Note, estimated value is $951.60 per Note on the trade date, the underwriting discount is $35 per Note, and proceeds to the issuer are $965 per Note (total $9,405,855).

Key dates: Trade Date October 29, 2025; Original Issue Date October 31, 2025; Determination Date October 29, 2030; Maturity Date October 31, 2030, each subject to postponement for market disruptions.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Partial Participation Market‑Linked Notes due November 5, 2030 tied to the S&P 500 Index. The notes pay no interest and return principal at maturity; if the final index level exceeds the initial level, holders receive principal plus an upside payment.

The upside is limited by a 69% participation rate, so gains trail the index. Key terms include $1,000 per note issue price, strike and pricing dates on October 31, 2025, an observation date on October 31, 2030, and no listing on any exchange. The preliminary estimated value is approximately $972.30 per note, reflecting issuing, selling, structuring and hedging costs and an internal funding rate.

All payments are subject to the issuer’s and guarantor’s credit risk. Secondary market liquidity may be limited, and prices may be below issue price. For U.S. tax purposes, the notes are expected to be treated as contingent payment debt instruments.

Rhea-AI Summary

Morgan Stanley Finance LLC filed a preliminary pricing supplement for Buffered Jump Securities with Auto-Callable Feature due May 3, 2027, linked to Oracle Corporation common stock and fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk notes with no periodic interest and are not exchange-listed.

Each security is issued at $1,000, with an estimated value on the pricing date of approximately $964.40. The initial level is $275.30, equal to the call threshold; the buffer level is $192.71 (70%). Automatic early redemption can occur starting January 29, 2026 if the underlier closes at or above the call threshold, paying per-security amounts that reflect roughly 13.00% per annum (e.g., $1,032.50 on the first early redemption date, rising to $1,162.50 on the fifth).

If not called, maturity payment per security is $1,195.00 if the final level is at or above the call threshold, the stated principal amount if at or above the buffer level, or a loss of 1% for each 1% decline beyond the 30% buffer, subject to a minimum payment of 30% of principal. All payments are subject to Morgan Stanley’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley (MS), is offering Contingent Income Buffered Auto‑Callable Securities due November 29, 2030 linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. Each note has a $1,000 issue price and pays a contingent coupon at 12.00% per annum only if the index closes at or above the 70% coupon barrier on the relevant observation date.

The notes may be auto‑called starting November 24, 2026 if the index is at or above the 95% call threshold, returning principal plus the applicable coupon. If not called, at maturity investors receive principal back if the final index level is at or above the 85% buffer level; otherwise, they lose 1% of principal for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. Payments depend on MS/MSFL credit. The estimated value on the pricing date is approximately $899.40 per security (or within $49.40 of that estimate). The index includes a 4% per annum decrement and volatility targeting up to 400% exposure, and the notes will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering Callable Contingent Income Memory Securities due November 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performing of the S&P 500 Index, Nasdaq-100 Technology Sector Index, and Russell 2000 Index and are issued at $1,000 per security, with an estimated value on the pricing date of approximately $979.20.

The notes pay a contingent coupon at 9.05% per annum on each coupon date only if each underlier closes at or above its coupon barrier (70% of its initial level) on the related observation date; missed coupons may be paid later if a subsequent observation meets the barrier. Beginning on November 13, 2026, the issuer may redeem the notes on specified dates only if a risk‑neutral valuation model indicates redemption is economically rational for the issuer. At maturity, if not redeemed and each underlier is at or above its downside threshold (70% of initial), investors receive principal plus any due coupons; otherwise, repayment is reduced 1% for each 1% decline of the worst performer, and could be zero. The securities will not be listed and are intended for fee‑based advisory accounts.

Rhea-AI Summary

Morgan Stanley Finance LLC priced Trigger PLUS, principal-at-risk structured notes linked to the S&P 500 Futures Excess Return Index, in an aggregate principal amount of $2,913,000 at $1,000 per security. The notes pay no interest and are fully and unconditionally guaranteed by Morgan Stanley.

At maturity on October 31, 2030, holders receive: the stated principal plus a leveraged upside payment if the final index level exceeds the initial level; par if the final level is at or below the initial level but at or above the downside threshold; or a 1-for-1 loss if below the threshold. Terms include an initial level of 564.91, a leverage factor of 182%, and a downside threshold level of 395.437 (70% of the initial level). There is no minimum payment; principal can be lost entirely.

The estimated value on the pricing date is $940.90 per security. Agent commissions are $40 per security, with total proceeds to the issuer of $2,796,480. The securities will not be listed, and all payments are subject to the issuer’s and guarantor’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC priced a registered offering of Contingent Income Memory Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index, with an aggregate principal amount of $1,622,000 and a $1,000 issue price per note, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a contingent coupon at 10.85% per annum when the underlier’s closing level is at or above the coupon barrier of 2,368.954 (70% of the initial level) on an observation date, with unpaid coupons able to be paid later if conditions are met. They auto-call at par plus any due coupons if the underlier is at or above the call threshold of 3,384.22 (100% of initial) on scheduled determination dates starting October 28, 2026.

If not called, at maturity investors receive par only if the final level is at or above the downside threshold of 1,692.11 (50% of initial); otherwise, principal is reduced 1% for every 1% decline. The estimated value is $898.20 per note on the pricing date, reflecting issuance and structuring costs and the issuer’s internal funding rate. Commissions are $43.50 per note; proceeds to the issuer total $1,551,443. The notes are unsecured, subject to MS/MSFL credit risk, and will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due October 31, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes have an aggregate principal amount of $2,148,000 at $1,000 per security and are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index.

The notes pay a 12.00% annual contingent coupon only when the index closes at or above the coupon barrier of 2,368.954 (70% of the initial level). They auto-call at par plus any due coupons if the index is at or above the call threshold of 3,384.22 (100% of the initial level) on scheduled dates starting October 28, 2026. If held to maturity and the final level is below the downside threshold of 2,030.532 (60% of initial), repayment is reduced 1% for each 1% decline, potentially to zero.

The initial level is 3,384.22; the notes are not listed. The estimated value on the pricing date is $901.00 per security. Sales commissions are $42.50 per security; proceeds to the issuer are $957.50. All payments are subject to issuer and guarantor credit risk. The underlier includes a 4% per annum decrement and a 40% volatility target.

Rhea-AI Summary

Morgan Stanley Finance LLC priced contingent income auto-callable securities linked to the worst performer of the NDXT, S&P 500 and Russell 2000. The notes pay a contingent 8.00% annual coupon only if each index is at or above its coupon barrier on the observation date, and may be automatically redeemed if each index is at or above its call threshold on specified dates.

The securities were issued at $1,000 per note with an aggregate principal amount of $3,063,000, maturing on May 3, 2027 unless called. The final terms include barriers at 80% of initial for coupons and a downside threshold at 70% of initial; if any index finishes below its downside threshold, principal is reduced 1% for each 1% decline of the worst performer, potentially to zero. The offering carries agent commissions of $23.50 per note (total $71,980.50) with proceeds to the issuer of $2,991,019.50. The estimated value on the pricing date is $959.70 per note. The notes are fully and unconditionally guaranteed by Morgan Stanley and will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities linked to the S&P 500 Index with an aggregate principal amount of $629,000. The notes are issued at $1,000 per security, pay no interest, and mature on October 31, 2030, with the final level observed on October 28, 2030. If the final index level is at or above the buffer level of 5,857.257 (85% of the initial 6,890.89), holders receive principal plus a fixed upside payment of $354.50 per security.

If the final level is below the buffer, repayment is reduced 1% for each 1% decline beyond the 15% buffer, subject to a minimum payment at maturity of 15% of principal. The estimated value on the pricing date is $954.30 per security. Agent commissions are $35.50 per security; proceeds to the issuer are $964.50 per security. The securities are unsecured, subject to the issuer’s and guarantor’s credit risk, and will not be listed on any exchange.

Rhea-AI Summary

Morgan Stanley Finance LLC priced Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. The aggregate principal amount is $713,000 at $1,000 per security, with agent commissions of $46 per security and estimated value of $901.30 on the pricing date. Proceeds to the issuer are $954 per security, or $680,202 total.

The notes pay a contingent coupon at 8.00% per annum only if the index closes at or above the coupon barrier on observation dates; missed coupons may be paid later if a future observation meets the barrier. They auto-call at par plus any due coupons if the index is at or above the call threshold 1,263.52 on a redemption determination date, beginning October 28, 2026. If held to maturity on October 31, 2030 and not called, principal is repaid if the final level is at or above the buffer level 1,073.992. Below the buffer, repayment is reduced 1% for each 1% decline beyond the 15% buffer, with a minimum payment at maturity of 15% of principal. The initial level is 1,263.52, the coupon barrier is 694.936, and all payments are subject to the issuer’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, priced principal-at-risk Jump Securities with an auto-call feature linked to the KraneShares CSI China Internet ETF (KWEB), due November 2, 2028.

The deal totals $750,000 in aggregate principal at $1,000 per security, with an estimated value of $987.20. The auto-call can occur on November 2, 2026 if KWEB’s closing level is at or above the $41.06 call threshold (100% of the initial level), paying an early redemption of $1,174 per security. If not called, maturity pays: principal plus a 150% participation on gains; principal if the final level is between $41.06 and the downside threshold of $20.53 (50% of initial); or a loss matching the decline if below the threshold, down to zero.

Key terms include issue date October 31, 2025, final determination date October 30, 2028, and no listing. Proceeds to the issuer are $745,125 after $4,875 in fees. Payments depend on issuer credit, market performance of KWEB, and the note’s structured features.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index. The offering totals an aggregate principal amount of $6,094,000 at $1,000 per security, with gross proceeds reduced by $46 per security in selling commissions and resulting issuer proceeds of $5,813,676. The notes mature on October 31, 2030 and may be auto‑called starting October 28, 2026 if the index is at or above the call threshold of 1,263.52.

The notes pay an 11.00% annual contingent coupon only when the index closes at or above the coupon barrier of 1,010.816 on an observation date, with unpaid coupons carried forward (“memory”). Principal is buffered 15% via a buffer level of 1,073.992; below that, losses accrue 1:1 beyond the buffer, subject to a minimum payment at maturity of 15% of principal. The index’s initial level on the strike date was 1,263.52. The estimated value on the pricing date is $901.40 per security. MS&Co., an affiliate, is the agent and may make a market, but is not obligated to do so.

Rhea-AI Summary

Morgan Stanley Finance LLC launched Principal at Risk “Trigger Participation Securities” linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley, under a Rule 424(b)(2) pricing supplement. The notes pay no interest, are unsecured, and are not listed on an exchange.

At maturity on November 19, 2031, investors receive: (i) principal plus an upside payment if the S&P 500 final level exceeds the initial level, with a 100% participation rate; (ii) principal back if the final level is at or below the initial level but at or above the 80% downside threshold; or (iii) a loss matching the index decline if below the threshold, up to total loss.

Issue price is $1,000 per security; per-security selling compensation is $32.50, and proceeds to the issuer are $967.50. The estimated value on the pricing date is approximately $943.10 per security (or within $55 of that estimate). Key dates include strike and pricing on November 14, 2025; observation on November 14, 2031. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Rhea-AI Summary

Morgan Stanley Finance LLC priced a primary offering of Jump Securities with an auto-callable feature, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performer of the S&P 500, Nasdaq‑100 and Russell 2000, are unsecured and principal-at-risk, and pay no interest.

The issue price is $1,000 per security, with an aggregate principal amount of $812,000. The agent’s commission is $28.50 per security (total $23,142), providing $788,858 in proceeds to the issuer. The estimated value on the pricing date is $959.50 per security.

Auto-call may occur on scheduled determination dates starting November 2, 2026 if each index is at or above its call threshold (100% of initial), paying amounts that equate to ~11.00% per annum (e.g., $1,110 on the first date). If held to maturity and each index is at or above its call threshold, investors receive $1,330 per security. If any index is below its call threshold but all are at or above the downside thresholds (70% of initial), repayment is principal only. If any index finishes below its downside threshold, repayment is reduced 1:1 with the decline of the worst performer, and could be zero. The notes will not be listed and all payments are subject to the issuer’s and guarantor’s credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering Market Linked Securities (principal at risk) tied to the lowest performer of NVIDIA, Meta Platforms (Class A), Alphabet (Class A) and Broadcom, due October 27, 2028. The notes pay a contingent coupon at 22.70% per annum if, on each monthly calculation day, the lowest-performing stock is at or above its coupon threshold (70% of its starting price). After an initial 6‑month non‑call period, the notes are auto‑callable if all four stocks are at or above their starting prices on a calculation day.

The offering is sized at $7,939,000 (price to public), with agent commissions of $184,581.75 and proceeds to the issuer of $7,754,418.25. Per $1,000 face amount, the public price is $1,000, agent commission is $23.25, and issuer proceeds are $976.75. The estimated value on the pricing date is $968.80 per security. Starting prices are NVDA $186.26, META $738.36, GOOGL $259.92 and AVGO $354.13, with coupon and downside thresholds at 70% of each. If any stock finishes below its downside threshold at maturity and the notes were not called, repayment is reduced 1‑for‑1 with the lowest performer, potentially to zero. The securities will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC priced fixed income auto-callable securities linked to the worst performing of Chevron (CVX), Valero (VLO) and Exxon Mobil (XOM), with an aggregate principal amount of $275,000, a 10.00% annual fixed coupon, and scheduled maturity on October 26, 2028. The notes are fully and unconditionally guaranteed by Morgan Stanley and are principal-at-risk.

The notes auto-redeem if, on any redemption determination date starting April 22, 2026, each underlier is at or above its call threshold (100% of initial: CVX $155.57; VLO $161.87; XOM $114.71). If not called, repayment of principal at maturity requires each underlier to be at or above its downside threshold (70% of initial: CVX $108.899; VLO $113.309; XOM $80.297). Otherwise, principal is reduced 1% for every 1% decline of the worst performer.

The issue price is $1,000 per security; estimated value on the pricing date is $968.50 per security. Agent commissions are $30 per security, with proceeds to the issuer totaling $266,750. The securities will not be listed and all payments are subject to issuer and guarantor credit risk.

Rhea-AI Summary

Morgan Stanley Finance LLC filed an amendment for Contingent Income Memory Auto-Callable Securities linked to Tesla, Inc. common stock, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes may pay a 21.00% annual contingent coupon only when the underlier closes at or above the coupon barrier on the observation date.

The notes can auto-redeem starting on April 30, 2026 if the underlier is at or above the 100% call threshold, returning principal plus any due contingent coupons. If not called, at maturity on November 4, 2027 investors receive principal only if the final level is at or above the 60% downside threshold; otherwise, repayment falls one-for-one with the underlier’s decline. Issue price is $1,000 per note, with an estimated value on the pricing date of approximately $984.60. All payments are subject to the issuer’s and guarantor’s credit risk, and the notes will not be listed on any exchange.

Rhea-AI Summary

Morgan Stanley Finance LLC priced Callable Jump Securities due October 28, 2030, linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. The offering totals $887,000 at $1,000 per security under Rule 424(b)(2).

The notes are callable in whole starting November 4, 2026, with fixed redemption payments that step up to reflect approximately 11.00% per annum (e.g., $1,110.00 on Nov 4, 2026, $1,137.50 on Jan 28, 2027, rising to $1,522.50 on Jul 26, 2030). If not redeemed, maturity payment depends on index performance: if the final level exceeds the initial level, investors receive principal plus an upside payment at a 590% participation rate; if between the initial level and the downside threshold, principal only; if below the downside threshold, losses match the index decline.

Key terms: initial level 552.61; downside threshold level 276.305 (50% of initial). The estimated value on the pricing date is $968.00 per security. Agent’s fee is $2.50 per security; proceeds to the issuer are $884,782.50. The securities are subject to issuer credit risk, pay no interest, and will not be listed.

Rhea-AI Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities due November 4, 2027 linked to the iShares Bitcoin Trust ETF (IBIT). The notes pay a contingent quarterly coupon at 15.40% per annum (about $38.50 per quarter per $1,000 note) only when the ETF’s determination closing price is at or above 60% of the initial share price on the observation date. Investors do not participate in price appreciation.

The notes may be auto-called quarterly beginning February 2, 2026 if the ETF is at or above the initial share price, returning principal plus the applicable coupon and any previously unpaid coupons. If not called, at maturity you receive the $1,000 principal only if the final share price is at or above the 60% threshold (plus the applicable coupon and any previously unpaid coupons). If the final share price is below the threshold, repayment is reduced 1-to-1 with the ETF’s decline and could be zero.

Issue price is $1,000 per security; estimated value on pricing date is approximately $960 per security (within $35 of that estimate). Selected dealers receive $15 per security in sales commissions and a $5 structuring fee applies. The notes are unsecured, subject to issuer and guarantor credit risk, and will not be listed.