Morgan Stanley 424B Filings

Morgan Stanley Finance LLC is issuing $5,510,000 of Leveraged Buffered S&P 500 Index-Linked Notes due September 15, 2027, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay no interest and are unsecured obligations exposed to the credit of Morgan Stanley Finance LLC and Morgan Stanley.

The notes are linked to the S&P 500 Index, with an Initial Underlier Level of 7,316.15. At maturity, investors receive leveraged upside of 130% of any positive index return, subject to a Maximum Settlement Amount of $1,162.50 per $1,000 note (a 16.25% cap). A 12.50% buffer protects principal against moderate declines: if the index falls by up to 12.50%, investors receive par. Below the Buffer Level of 87.50% of the initial level, losses accelerate at a Buffer Rate of approximately 114.29%, and investors can lose all principal.

The notes will not be listed on any exchange, MS&Co. is not obligated to make a market, and secondary prices may be significantly below the $1,000 issue price. The issuer’s estimated value on the trade date is $996.00 per note, reflecting issuance, structuring and hedging costs and internal funding assumptions.

Morgan Stanley Finance LLC is offering Trigger Jump Securities due September 2, 2031, unsecured notes fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and offers no guarantee of principal repayment. The return depends on the worst performing of three equity indices: the Dow Jones Industrial Average℠, Nasdaq-100 Index® and S&P 500® Index.

At maturity, if the final level of each index is at or above its initial level, investors receive $1,000 plus the greater of (i) the index percent gain of the worst performer applied to $1,000 or (ii) a fixed upside payment of $647 (64.70%). If any index is below its initial level but all are at or above 70% of their initial level, investors receive only $1,000. If any index ends below 70% of its initial level, repayment is reduced 1% for each 1% decline in the worst performer, with no minimum payment, so the investment can result in a total loss of principal.

The estimated value on the pricing date is approximately $967.30 per security, reflecting issuance, structuring and hedging costs that investors bear. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the securities are not bank deposits or FDIC insured.

Morgan Stanley Finance LLC is issuing Callable Contingent Income Securities due August 3, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, with an aggregate offering of $1,421,000, and is linked to the worst performer among the Nasdaq-100® Technology Sector Index, the Russell 2000® Index and the State Street® Industrial Select Sector SPDR® ETF.

The notes pay a contingent coupon at 13.15% per annum, but only if on each observation date all three underliers close at or above their coupon barrier levels, set at 70% of their initial levels (NDXT 10,919.188; RTY 2,034.417; XLI $123.662). If any underlier is below its barrier on an observation date, no coupon is paid for that period. Starting on February 3, 2027, the issuer may redeem the notes in whole on scheduled redemption dates if a specified risk neutral valuation model indicates early redemption is economically rational for the issuer.

If the notes are not redeemed early, and on the final observation date each underlier is at or above its 70% downside threshold, investors receive the full principal plus any final contingent coupon. If any underlier ends below its downside threshold, repayment is reduced 1% for every 1% decline of the worst-performing underlier, potentially to zero. The notes are principal-at-risk, offer no participation in underlier upside, and their estimated value on the pricing date is $981.60 per $1,000 note, reflecting embedded costs and the issuer’s funding spread. All payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is offering Dual Directional Jump Securities with Auto-Callable Feature due August 17, 2029, linked to Vertiv Holdings Co Class A common stock and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with an estimated value on the pricing date of approximately $953.20, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes can be automatically redeemed on four semiannual determination dates starting August 23, 2027 if the stock closes at or above a call threshold set at 75% of the initial level, for early redemption payments of at least $1,250, $1,375, $1,500 or $1,625 per security. If held to maturity and not called, investors receive at least $1,750 per security if the final level is at or above the call threshold. If the final level is below the call threshold but at or above a downside threshold of 50% of the initial level, investors receive principal plus an “absolute return” on price declines up to that threshold, capped at a 50% gain. If the final level falls below the downside threshold, repayment is fully exposed to the underlier’s loss, with payment equal to principal times the performance factor, and the investment can result in a total loss of principal.

The securities pay no interest, are unsecured obligations subject to Morgan Stanley’s credit risk, may trade at values below issue price, and may be illiquid. U.S. federal tax treatment is uncertain; the issuer reasonably expects to treat the notes as prepaid financial contracts that are open transactions for tax purposes.

Morgan Stanley Finance LLC is issuing Enhanced Trigger Jump Securities due September 2, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, pay no interest, and do not guarantee any return of principal.

Each $1,000 security is linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. If on the August 30, 2027 observation date the final level of each index is at or above 75% of its initial level, investors receive $1,000 plus a fixed upside payment of $97.50any index finishes below its downside threshold, repayment is $1,000 multiplied by that index’s performance factor, producing a 1% loss of principal for each 1% decline, with no minimum payment and potential total loss.

The aggregate principal amount is $736,000 at an issue price of $1,000 per security, with an estimated value on the pricing date of $973.70

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing five-year Trigger Step Securities linked to the EURO STOXX 50® Index, with each Security priced at $10 and maturing on August 15, 2031. The trade date is August 13, 2026.

If the index’s Final Level is at or above the Step Barrier set at 100% of the Initial Level, investors receive $10 plus the greater of the index return or a fixed Step Return between 55.00% and 60.00%, determined on the trade date. If the Final Level is below the Step Barrier but at or above the Downside Threshold of 75% of the Initial Level, investors receive only the $10 principal. If the Final Level is below the Downside Threshold, repayment is $10 plus $10 times the index return, exposing investors to full downside and possible total loss of principal.

The notes pay no interest or dividends, are unsecured and unsubordinated, and all payments depend on Morgan Stanley’s credit. The issue price of $10 includes fees and hedging costs; the issuer estimates the initial value at approximately $9.42 per Security, about $0.58 below the price to the public.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due August 15, 2031, fully and unconditionally guaranteed by Morgan Stanley, with principal at risk. The notes are linked to the worst performing of the Dow Jones Industrial Average, Nasdaq‑100 Index and Russell 2000 Index.

Investors may receive a contingent coupon at 8.39% per annum, paid only if on each observation date the closing level of every index is at or above its coupon barrier level, set at 70% of its initial level. If any index is below its barrier on an observation date, no coupon is paid for that period, and it is possible to receive no coupons over the entire term.

If not previously redeemed, at maturity investors receive principal back only if each index is at or above its downside threshold level, set at 65% of its initial level. Otherwise, the payoff is reduced by the full decline in the worst performing index, potentially to zero.

The issuer may redeem the notes on scheduled redemption dates starting August 18, 2027, but solely if a specified risk neutral valuation model indicates it is economically rational for the issuer. The issue price is $1,000 per security, while the estimated value on the pricing date is approximately $943.20, reflecting embedded fees and structuring costs. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC is offering Buffered PLUS, unsecured structured notes linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, with no periodic interest, maturing on August 15, 2030.

At maturity, if the index level is above the initial level, holders receive $1,000 plus a leveraged upside payment equal to 188.75% of the index gain. If the final level is at or below the initial level but at or above the 85% buffer level, investors receive only principal. Below the buffer, investors lose 1% of principal per 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The estimated value on the pricing date is approximately $977.40 per $1,000, reflecting issuance, selling, structuring and hedging costs. The notes carry credit risk of Morgan Stanley and MSFL, may trade at prices significantly below issue price, and offer limited liquidity. U.S. tax treatment is uncertain; counsel views them as prepaid financial contracts, but the IRS could disagree.

Morgan Stanley Finance LLC is offering market-linked notes due August 7, 2031, fully and unconditionally guaranteed by Morgan Stanley, whose return depends on the S&P 500® Futures Excess Return Index. The notes pay no interest and are unsecured obligations subject to Morgan Stanley’s credit risk.

At maturity, investors receive the $1,000 stated principal amount per note plus an upside payment equal to 151% of any positive index return; if the final index level is equal to or below the initial level, only principal is repaid. The notes will not be listed on any securities exchange, their estimated value on the pricing date is approximately $973.20 per note, and MS&Co. may, but is not obligated to, make a secondary market.

Morgan Stanley Finance LLC is offering Buffered PLUS notes due August 31, 2028, linked to the EURO STOXX 50® Index, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are issued at $1,000 per security.

At maturity, if the index is above its initial level, holders receive principal plus 150% of the index gain, capped at a maximum payment of $1,350 per security (135% of principal. If the index is at or below the initial level but at or above 85% of it (the buffer level), investors receive only principal back. Below the buffer, principal is reduced 1% for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The securities are unsecured obligations subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley. The estimated value on the pricing date is approximately $978.70 per security, reflecting issuing, selling, structuring and hedging costs, and secondary market prices are expected to be lower than the issue price. The notes involve market, liquidity, conflict-of-interest and tax uncertainties, including treatment as prepaid financial contracts.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due August 14, 2031, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $914.10 per security.

Investors may receive a contingent coupon at 11.50% per annum, paid only when the underlier’s closing level on an observation date is at or above the coupon barrier level of 60% of the initial level. The notes are auto-callable from November 11, 2026 if the underlier is at or above the call threshold of 100% of the initial level, returning principal plus the applicable coupon. If not called, and at maturity the final level is at or above the downside threshold of 70% of the initial level, investors receive principal (plus any final coupon). If the final level is below the downside threshold, repayment is reduced in proportion to the index decline, and the payment can be zero. All payments are subject to Morgan Stanley’s credit risk. The underlier incorporates a 4% per annum decrement, volatility targeting and potential leverage, and has limited live history since August 30, 2024.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities, unsecured notes linked to the Class A common stock of Meta Platforms, Inc., fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest, have a stated principal amount of $1,000 per security, price at $1,000, and mature on August 17, 2027.

The initial level of META is $539.03, with a 20% buffer so the buffer level is $431.224. If the final level on the August 12, 2027 observation date is at or above the buffer level, investors receive principal plus a fixed upside payment of $168.10 (16.81%), regardless of how much the stock has risen. If the final level falls below the buffer level, principal is reduced by 1.25% for every 1% decline beyond the 20% buffer, with no minimum repayment.

The pricing supplement illustrates that an 85% decline in META would lead to a payoff of only $187.50 per $1,000, an 81.25% loss. The estimated value on the pricing date is approximately $985.10 per security, below the issue price, reflecting structuring and hedging costs and issuer funding benefits. Agent commissions are up to $10 per $1,000. The notes are subject to Morgan Stanley’s and MSFL’s credit risk, may have limited or no secondary market liquidity, and carry complex U.S. tax and Section 871(m) considerations.

Morgan Stanley Finance LLC is issuing Trigger GEARS, unsecured principal-at-risk securities guaranteed by Morgan Stanley and linked to a weighted basket of five international equity indices (EURO STOXX 50 40%, Nikkei 225 25%, FTSE 100 17.5%, Swiss Market Index 10%, S&P/ASX 200 7.5%). The term is 5 years, from an expected trade date of August 13, 2026 to maturity on August 15, 2031, with an Initial Basket Level of 100 and a Downside Threshold of 75.

Each Security has an Issue Price of $10, with Upside Gearing between 1.4825 and 1.6825 set on the trade date. If the Basket Return is greater than zero, the holder receives $10 plus $10 multiplied by the Basket Return and the Upside Gearing, with no cap. If the Basket Return is less than or equal to zero but the Final Basket Level is at or above the Downside Threshold, the holder receives only the $10 principal. If the Final Basket Level is below the Downside Threshold, the payout is $10 plus $10 times the (negative) Basket Return, exposing investors to losses up to 100% of principal.

The Securities pay no interest or dividends, are intended to be held to maturity, and may have little or no secondary market. Credit risk of MSFL and Morgan Stanley applies to all payments. The estimated value on the trade date is approximately $9.157 per $10 Security, reflecting embedded costs, and investors bear a $0.35 per Security selling commission to UBS Financial Services Inc.

Morgan Stanley Finance LLC is offering 7-year Market-Linked Notes linked to the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. Each Note has a $1,000 principal amount and provides 100% participation in the positive Index return at maturity, capped by a Maximum Gain to be set on the trade date, expected between 75.75% and 82.75%, corresponding to a maximum payment of $1,757.50 to $1,827.50 per Note. If the Index return is zero or negative, investors receive only their $1,000 principal at maturity, with no upside but also no downside loss at maturity, subject to issuer and guarantor credit risk.

The Notes pay no interest, do not provide dividends, will not be listed, and may have limited secondary liquidity. The estimated value on the trade date is approximately $941.60 per $1,000 Note, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. The securities are expected to be treated as contingent payment debt instruments for U.S. tax purposes, requiring annual interest accruals. Payments depend solely on the Index level on the determination date, and all amounts are subject to Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC is offering market-linked, auto-callable notes due July 31, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 principal amount and pays variable monthly coupons linked to the lowest performing of Alphabet (GOOGL), Broadcom (AVGO), Microsoft (MSFT) and NVIDIA (NVDA).

If on a calculation day the lowest performing stock closes at or above its coupon threshold price (80% of its starting price), investors receive a higher coupon, targeting at least 11.00% per annum (about $9.17 per month per note in the example). Otherwise, they receive a lower coupon of 0.25% per annum (about $0.21 per month). Beginning in July 2027, if all four stocks are at or above their starting prices on a calculation day, the notes are automatically called for $1,000 plus the applicable coupon.

If the notes are never called, investors receive full principal back at maturity, in addition to the final coupon, subject to Morgan Stanley’s credit risk. The notes are not listed, may have limited liquidity, and have an estimated value on the pricing date of approximately $942.00 per $1,000 note, reflecting issuance, structuring and hedging costs borne by investors. Returns are capped at the coupon stream with no participation in stock price appreciation or dividends.

Morgan Stanley Finance LLC is offering Buffered PLUS, unsecured structured notes linked to an equally weighted basket of ten U.S.-listed stocks, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and matures on March 3, 2028.

At maturity, if the basket has risen, holders receive $1,000 plus 150% of the basket percent change, capped at a maximum payment of $1,271.50 per note (127.15% of principal). If the basket falls by up to the 10% buffer, investors receive par. Below the buffer, principal is reduced one-for-one with losses beyond 10%, but not below the minimum payment of $100, so investors may lose up to 90% of principal.

The notes pay no coupons, will not be listed on any exchange, and have an estimated value of about $931.20 per $1,000 at pricing due to issuance, structuring and hedging costs. All payments depend on Morgan Stanley’s credit, and early sale may occur only in a limited, dealer-driven secondary market.

Morgan Stanley Finance LLC is offering market-linked notes due September 3, 2032, fully and unconditionally guaranteed by Morgan Stanley, providing exposure to the S&P 500® Index. Each note has a $1,000 stated principal amount, pays no interest, and is issued at $1,000 per note.

At maturity, investors receive $1,000 plus a supplemental redemption amount, if any, equal to $1,000 × index percent change × 100% participation, subject to a cap. The maximum payment at maturity is $1,586.50 per note, or 158.65% of principal, and the supplemental redemption amount cannot be negative, so the payment at maturity will not be less than $1,000, assuming Morgan Stanley performs. The notes are unsecured, unsubordinated obligations subject to the issuer’s and guarantor’s credit risk and will not be listed, so secondary market liquidity may be limited.

The estimated value on the pricing date is approximately $949.30 per note, below the issue price due to embedded issuance, selling, structuring and hedging costs and a rate advantageous to the issuer. The notes are expected to be treated as contingent payment debt instruments for U.S. tax purposes, requiring accrual of taxable interest income before maturity.

Morgan Stanley Finance LLC is offering Performance Leveraged Upside Securities (PLUS), unsecured structured notes linked to an equally weighted basket of ten U.S. and international stocks, fully and unconditionally guaranteed by Morgan Stanley. Each PLUS has a $1,000 stated principal amount, a pricing date of August 14, 2026, original issue date of August 19, 2026, valuation date of September 8, 2027 and matures on September 13, 2027.

The notes pay no interest and do not guarantee principal. At maturity, if the basket has risen, holders receive $1,000 plus 150% of the basket’s percentage gain, capped at a maximum payment of $1,288.75 per PLUS (128.875% of principal). If the basket is flat, investors receive $1,000. If the basket has fallen, repayment is 1:1 to the full decline with no minimum; the payment can be zero, so investors may lose their entire investment. The basket weights Amazon, Coherent, Corning, Linde, MP Materials, Northrop Grumman, NVIDIA, RBC Bearings, Rocket Lab and Space Exploration Technologies equally at 10% each. The PLUS are not listed, are subject to Morgan Stanley’s credit risk, and have an estimated value on the pricing date of about $933.70 per $1,000 note due to embedded costs and dealer margins.

Morgan Stanley Finance LLC is offering Contingent Income Buffered Auto-Callable Securities due July 31, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. The notes are unsecured, principal-at-risk securities with a stated principal amount of $1,000 per note and aggregate principal of $5,286,000.

The notes pay a contingent coupon at 16.50% per annum only if, on each observation date, the index is at or above the coupon barrier level of 2,469.788 (75% of the initial level of 3,293.05). They are subject to automatic early redemption on scheduled redemption determination dates if the index is at or above the call threshold level of 3,293.05, in which case investors receive principal plus the applicable coupon and no further payments.

If not called, at maturity investors receive principal back if the final index level is at or above the buffer level of 2,799.093 (85% of initial). Below the buffer, losses are linear beyond the 15% buffer, subject to a minimum payment of 15% of principal. The estimated value on the pricing date is $919.90 per note, reflecting issuing, selling, structuring and hedging costs. Returns depend on Morgan Stanley’s credit and there may be limited or no secondary market.

Morgan Stanley Finance LLC is issuing $425,000 of Contingent Income Auto-Callable Notes due July 31, 2031, linked to the worst performing of Broadcom, JPMorgan Chase and Microsoft common stock, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a contingent coupon at 10.75% per annum, but only when on an observation date each stock’s closing level is at or above its coupon barrier: $287.415 for AVGO, $267.15 for JPM and $291.825 for MSFT (75% of initial levels). The notes are automatically redeemed at par plus the coupon if, on any redemption determination date starting July 28, 2027, all three stocks are at or above their call threshold levels (100% of initial).

If not called, investors receive the stated principal amount at maturity, plus a final coupon if all stocks are at or above their barriers; investors do not participate in any stock appreciation. The notes are unsecured, not listed, subject to Morgan Stanley’s credit risk, and have an estimated value of $972.80 per $1,000 note on the pricing date, reflecting structuring and hedging costs and potentially lower secondary market prices. U.S. tax treatment is complex and may require recognizing income exceeding received coupons.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Trigger PLUS linked to the EURO STOXX 50® Index maturing on September 3, 2032. Each note has a $1,000 stated principal amount, pays no coupons and exposes holders to principal loss.

At maturity, investors receive $1,000 plus 193.30% of any index gain. If the index is flat or down but at or above the 75% trigger level, investors receive $1,000. If the final index value is below the trigger, repayment is proportional to the index performance and may be zero.

The notes are unsecured obligations of MSFL under its Series A Global Medium-Term Notes program, not listed on any exchange and subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is approximately $939.80 per note versus the $1,000 issue price, reflecting embedded costs and dealer compensation.

Morgan Stanley Finance LLC is offering Auto-Callable Trigger PLUS notes due September 3, 2032, linked to the Nasdaq-100 Index®, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are principal at risk unsecured obligations subject to Morgan Stanley’s credit.

If on the first determination date (August 23, 2027) the index closes at or above the initial index value, the notes are automatically redeemed for an early payment of $1,124 per $1,000 note and terminate. If held to maturity and the final index value is above the initial index value, investors receive $1,000 plus 125% of the index’s positive return. If the final value is at or above the 75% downside threshold but at or below the initial value, principal is returned. Below the threshold, repayment is reduced 1-for-1 with the index and can fall below 75% of principal, down to zero.

The issue price is $1,000 per note, including selling, structuring and hedging costs; the issuer’s estimated value is about $950.50. Agent commissions are $30 and a $5 structuring fee per note, with net proceeds used for general corporate purposes and related hedging.

Morgan Stanley Finance LLC is offering Dual Directional Auto-Callable Trigger PLUS notes due September 6, 2028, linked to the Class A common stock of Space Exploration Technologies Corp., and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and exposes investors to principal loss.

The notes auto-call on August 23, 2027 if the determination closing price of the stock is at or above the initial share price, paying an early redemption amount of $1,414 per $1,000 and then terminating. If not called, at maturity investors receive: leveraged upside of 150% of stock gains when the final price is at or above the initial price; an “absolute return” if the final price is below the initial but at or above the downside threshold level of 60% of the initial price, capped at a 40% gain; or a 1‑for‑1 loss if the final price is below the downside threshold, potentially resulting in a zero payoff.

The estimated value on the pricing date is approximately $950.20 per security, below the $1,000 issue price due to selling, structuring and hedging costs. All payments depend on Morgan Stanley’s credit, and the issuing subsidiary has no independent operations or assets.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature due August 10, 2029, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, is issued at $1,000, and is a principal-at-risk, unsecured note that pays no interest. All payments depend on Morgan Stanley’s credit; a default could result in loss of some or all invested capital.

The notes may be automatically redeemed on quarterly determination dates from August 10, 2027 onward if the index closing level is at or above the call threshold level of 90% of the initial level, for fixed early redemption payments starting at $1,171 per security and rising to $1,498.75. If not called, payment at maturity is: $1,513 per security if the final index level is at or above the call threshold; return of principal if the final level is between the 80% buffer level and the call threshold; and a loss of 1% of principal for each 1% decline beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The estimated value on the pricing date is approximately $943.60 per security, below the issue price due to issuance, selling, structuring and hedging costs and the issuer’s funding rate. The underlier is a rules-based, leveraged, volatility-targeting index with a 4% per annum decrement and limited live history since March 14, 2022, adding index-specific and modeling risks in addition to liquidity, market value, tax and conflict-of-interest risks described in the risk factors.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due August 3, 2029, linked to the Class A common stock of Space Exploration Technologies Corp. Each security has a $1,000 stated principal amount and is fully and unconditionally guaranteed by Morgan Stanley, with principal at risk.

Investors may receive a 24.00% per annum contingent coupon, payable only if the underlying stock’s closing level on an observation date is at or above a coupon barrier level equal to 50% of the initial level. The notes are automatically redeemed at par plus the contingent coupon if, on any redemption determination date from July 30, 2027 onward, the underlying closes at or above a call threshold level equal to 100% of the initial level.

If not redeemed early, at maturity on August 3, 2029 investors receive par (plus any final coupon) if the final level is at or above a downside threshold level equal to 50% of the initial level; otherwise the payoff equals $1,000 multiplied by the performance factor (final level ÷ initial level), exposing investors to the full downside and potential loss of the entire investment. The estimated value on the pricing date is approximately $951.00 per security, reflecting issuance, structuring and hedging costs.

Morgan Stanley Finance LLC is offering structured Buffered Jump Securities with an auto-call feature due August 17, 2028, linked to the Global X Defense Tech ETF and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $977.10, reflecting embedded issuance, selling, structuring and hedging costs borne by investors.

The notes may be automatically redeemed on September 1, 2027 if the ETF’s closing level on August 27, 2027 is at or above the call threshold, paying at least $1,148.10 per security and then terminating. If not called, at maturity investors receive upside at a 125% participation rate if the final level exceeds the initial level; full principal return if the final level is between the initial level and a 15% buffer; and a leveraged loss of 1.1765% of principal per 1% decline beyond the buffer, with no minimum payment and potential total loss. The notes pay no interest, are unsecured and subject to Morgan Stanley’s and MSFL’s credit risk, involve limited liquidity, and carry complex U.S. tax and sector-concentration risks tied to the defense industry.

Morgan Stanley Finance LLC is offering Buffered Participation Securities linked to the MSCI Emerging Markets Index, due August 5, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is principal at risk.

At maturity, if the index is above its initial level, holders receive $1,000 plus an upside payment equal to 101.50% of the index gain. If the index is at or below the initial level but at or above 80% of the initial level, investors receive only the principal. Below the 80% buffer, principal is reduced 1% for each 1% decline beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The estimated value on the pricing date is approximately $955 per $1,000 security, reflecting embedded costs and a rate advantageous to the issuer. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, may have limited or no secondary market liquidity, and carry complex and uncertain U.S. tax treatment as prepaid financial contracts.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due July 10, 2031, fully and unconditionally guaranteed by Morgan Stanley, with a $1,000 stated principal amount per security and principal at risk. The notes are linked on a worst-of basis to the Nasdaq-100, Russell 2000 and S&P 500 indices.

Investors may receive an 11.20% per annum contingent coupon, paid only if on each observation date all three indices are at or above 75% of their initial level; otherwise no coupon is paid for that period. At maturity, if the notes have not been called and each index is at or above 70% of its initial level, investors receive principal back (plus any final coupon). If any index is below 70%, repayment is reduced in proportion to the decline of the worst-performing index, down to zero.

The notes are callable quarterly from August 13, 2027, based on a risk neutral valuation model, not index performance alone. The estimated value on the pricing date is approximately $973.10 per security, below the $1,000 issue price, reflecting issuance, structuring and hedging costs. All payments depend on Morgan Stanley’s credit, and the U.S. tax treatment is uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities linked to the S&P 500^® Index under its Series A global medium-term note program. Each security has a $1,000 stated principal amount and pays no interest, with principal at risk.

At maturity on September 1, 2027, if the S&P 500 final level is at or above the buffer level of 85% of the initial level, investors receive $1,000 plus a fixed upside payment of at least $78.90 per security. If the final level is below the buffer level, investors lose 1.1765% of principal for each 1% index decline beyond the 15% buffer, with no minimum payment, so the entire investment can be lost.

The estimated value on the pricing date is approximately $984.30 per $1,000 security, reflecting issuance, selling, structuring and hedging costs. The notes are unsecured obligations subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, may have limited secondary market liquidity, and carry complex U.S. federal income tax considerations.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities linked to the S&P 500® Index, maturing September 1, 2027. Each security has a $1,000 stated principal amount and pays no interest, with principal at risk and no minimum payment at maturity.

At maturity, if the S&P 500 final level is at or above the buffer level, investors receive $1,000 plus an upside payment of at least $93.10 per security (at least 9.31%). If the final level is below the buffer level (set at 90% of the initial level, providing a 10% buffer), investors lose 1.1111% of principal for each 1% decline beyond the buffer. In extreme declines, the repayment can be zero.

The estimated value on the pricing date is approximately $985.20 per security, reflecting issuance, selling, structuring and hedging costs. The notes are unsecured obligations of MSFL, subject to the credit risk of both MSFL and Morgan Stanley, and may have limited or no secondary market liquidity. U.S. tax treatment is uncertain and expected to follow prepaid financial contract treatment, subject to future confirmation.

Morgan Stanley Finance LLC is offering Dual Directional Trigger Participation Securities due February 3, 2028, linked to the Nasdaq-100 Index® and fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is unsecured principal-at-risk debt.

At maturity, if the index has risen, investors receive $1,000 plus 100% of the upside, capped at a maximum payment of $1,315 (131.50% of principal). If the index is flat or down but at or above the 80% downside threshold, investors earn a positive return equal to the absolute decline, effectively capped at 20%. If the index finishes below the downside threshold, repayment is linear to the loss and can be as low as $0, illustrated by an 85% drop yielding only $150.

The estimated value on the pricing date is approximately $986.20 per security, reflecting issuance, structuring and hedging costs. The notes are intended for fee-based advisory accounts that can tolerate full loss of principal, accept issuer and guarantor credit risk, complex tax treatment and limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering $12,138,000 of Digital S&P 500® Index-Linked Notes due March 22, 2028, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are principal-at-risk unsecured obligations.

Each note has a $1,000 Face Amount. At maturity, if the S&P 500 final level is at least 87.50% of the initial level (6,486.5325 vs. 7,413.18), investors receive a fixed Maximum Settlement Amount of $1,161.80 per note (116.18% of face). If the index falls more than 12.50%, repayment is reduced by a Buffer Rate of about 114.29% of the decline below the threshold, with no minimum; investors could lose their entire investment.

The notes are issued at $1,000 per note with no agent commissions; Morgan Stanley’s estimated value on the trade date is $997.80 per note. The notes are not listed, may have limited or no secondary market, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with Auto-Callable Feature and Downside Factor due August 17, 2028, unsecured notes fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to an equally weighted basket of eight stocks across energy, infrastructure and power-related sectors. The notes pay no interest and do not guarantee repayment of principal.

The notes are automatically redeemed on September 2, 2027 if the basket level on August 30, 2027 is at or above 100, paying an early redemption amount of $1,238 per security, with no further payments. If held to maturity and not called, investors receive principal plus 125% of any positive basket return. A 15% buffer protects against moderate declines; below 85, losses increase at a 1.1765x downside factor, and the maturity payment can be significantly below principal or zero. The estimated value on the pricing date is about $979.20 per security versus the $1,000 issue price, reflecting structuring and distribution costs. Liquidity, issuer credit, basket volatility and complex U.S. tax treatment are highlighted as key risks.

Morgan Stanley Finance LLC is offering Contingent Income Buffered Auto-Callable Securities due August 16, 2029, linked to the worst performer of the iShares Silver Trust (SLV) and VanEck Gold Miners ETF (GDX), fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and pays a 10.50% per annum contingent coupon only if on an observation date both underliers are at or above 70% of their initial levels.

The notes may be automatically called quarterly starting August 12, 2027 if both underliers are at or above 100% of their initial levels, paying principal plus the relevant coupon. If not called, at maturity investors receive principal back if both underliers are at or above 80% of initial; otherwise, they lose 1% of principal for each 1% decline of the worst underlier beyond the 20% buffer, subject to a 20% minimum payment of principal. The estimated value on the pricing date is approximately $931.60 per note, below the $1,000 issue price, reflecting structuring and hedging costs. The securities carry Morgan Stanley credit risk, limited liquidity, exposure to silver and gold-mining sector volatility, and uncertain U.S. tax treatment, with potential 30% withholding on coupons for many non‑U.S. holders.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is scheduled to mature on August 12, 2031, subject to automatic early redemption starting August 2027.

Investors may receive a 9.50% per annum contingent coupon, payable only if the index is at or above a 65% coupon barrier on each observation date; missed coupons can be paid later if the barrier is met. The notes feature a 15% buffer and a minimum payment at maturity of 15% of principal, but if the final index level is below the 85% buffer level, principal is reduced 1% for each 1% decline beyond the buffer. The issuer’s estimated value on the pricing date is $907.60 per $1,000 security, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities due October 6, 2027, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal of $1,000, pays no interest and is subject to full principal loss.

The payoff depends on the worst performing of the iShares Russell 1000 Growth ETF, the S&P 500 Index and the State Street Consumer Staples Select Sector SPDR ETF. If, on the October 1, 2027 observation date, each underlier is at or above 75% of its initial level, holders receive $1,000 plus a fixed upside payment of $96 (9.60%), regardless of how strongly the basket performs. If any underlier is below its buffer level, repayment is reduced by 1.3333% of principal for every 1% decline beyond the 25% buffer, with no minimum, so the return can be zero.

The estimated value on the pricing date is approximately $988.50 per note, reflecting issuer costs and Morgan Stanley’s internal models. The notes are unsecured, unsubordinated obligations of MSFL, subject to Morgan Stanley’s credit risk, and are designed for fee-based advisory accounts prepared to hold to maturity and accept complex market, tax and liquidity risks.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with Auto-Callable Feature due August 10, 2029, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and an estimated value on the pricing date of approximately $945.40, reflecting embedded costs and issuer economics.

The notes pay no interest and may be automatically redeemed starting August 10, 2027 if the index closes at or above the call threshold level (90% of the initial level) on any determination date, for cash payments that imply a return of about 15.75% per annum. If held to maturity and not redeemed early, investors receive $1,472.50 per security if the final index level is at or above the call threshold, the $1,000 principal if the final level is between the call threshold and the buffer level (75% of initial), and a loss of 1% of principal for each 1% decline beyond the 25% buffer, subject to a minimum payment at maturity of 25% of principal.

The underlier is a relatively new, volatility-targeted, futures-based momentum index with a 4% per annum decrement, established on March 14, 2022; its closing level on July 27, 2026 was 1,256.37. All payments are subject to the credit risk of MSFL and Morgan Stanley, the securities are illiquid, and investors face principal at risk, complex tax treatment, potential conflicts of interest, and reliance on proprietary valuation models and secondary market making by Morgan Stanley affiliates.

Morgan Stanley Finance LLC is issuing $10,183,000 of Digital Basket-Linked Notes due July 31, 2030, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 face amount, pays no interest and is an unsecured, principal-at-risk obligation.

The notes are linked to a weighted basket of equity indices: EURO STOXX 50® (40%), Tokyo Stock Price Index (25%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P®/ASX 200 (7%). The initial basket level is 100. At maturity, investors receive for each $1,000 the basket-linked amount: if the basket return is zero or positive, the greater of $1,434.60 (143.460% of face) or $1,000 plus $1,000 times the basket return; if negative, $1,000 plus $1,000 times the basket return, with no downside buffer.

The estimated value on the trade date (July 27, 2026) is $945.20 per note, below the $1,000 issue price due to issuance, selling, structuring and hedging costs and the issuer’s internal funding rate. Underwriting commissions are 4.26% of face. Payments depend on Morgan Stanley’s credit, and the notes will not be listed; secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities due August 15, 2031, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays a contingent coupon at an annual rate of 9.50% to 10.50%, but only if the index closes on the relevant observation date at or above the coupon barrier level of 60% of the initial level.

The notes are auto-callable quarterly from August 2027: if the index is at or above 100% of the initial level on a redemption determination date, investors receive principal plus the current and any previously unpaid coupons, and the notes terminate. If held to maturity and the final index level is at or above the buffer level of 85% of the initial level, investors receive full principal (plus any due coupons); otherwise, they lose 1% of principal 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 approximately $897.20 per security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate. The underlying index, which includes a 4% per annum decrement and volatility targeting, had a closing level of 1,248.91 on July 24, 2026. The securities involve principal-at-risk, limited liquidity, complex tax treatment and are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes due August 15, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays a contingent coupon only when the S&P U.S. Equity Momentum 40% VT 4% Decrement Index closes at or above an index-based coupon barrier on scheduled observation dates.

The notes are auto-callable from August 2027; if the index is at or above the call threshold on a redemption determination date, investors receive principal plus the applicable contingent coupon and any unpaid coupons, and the notes terminate. If held to maturity and the final index level is at or above a 15% buffer (85% of initial), investors receive full principal plus any payable coupons; below the buffer, principal is reduced 1% for each 1% decline beyond the buffer, subject to a minimum repayment of 15% of principal. The indicative annual coupon range is 12.35%–13.35%, and the estimated value on the pricing date is about $897.20 per $1,000 note, reflecting issuance and hedging costs. All payments depend on Morgan Stanley’s credit and a potentially illiquid secondary market.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities due August 15, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. These are unsecured, principal-at-risk notes with a stated principal amount of $1,000 per security.

Investors may receive a contingent coupon of 10.75%–11.75% per annum, paid only when the index closes at or above a coupon barrier of 70% of the initial level on scheduled observation dates, with missed coupons potentially paid later if the barrier is subsequently met. The notes can be automatically redeemed on quarterly dates starting August 12, 2027 if the index is at or above the call threshold of 100% of the initial level, returning principal plus due and unpaid coupons.

If not called, at maturity investors receive principal back only if the final index level is at or above the buffer level of 85% of the initial level; below that, they lose 1% of principal for each 1% decline beyond the 15% buffer, but not less than a minimum payment of 15% of principal. The estimated value on the pricing date is approximately $897.30 per security, reflecting issuance, structuring and hedging costs. Payments depend on Morgan Stanley’s credit and the index’s performance, and investors do not participate in index appreciation.

Morgan Stanley Finance LLC is offering fixed income buffered auto-callable securities due August 15, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and is linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index.

The notes pay a fixed coupon of 7.15% to 8.15% per year, paid monthly, regardless of index performance. Beginning August 11, 2027, the notes are automatically redeemed if the index is at or above 100% of its initial level on any monthly redemption determination date, paying principal plus that period’s coupon. If held to maturity and the final index level is at or above the 85% buffer level, investors receive full principal plus the final coupon; if below, principal is reduced 1% for each 1% decline beyond the 15% buffer, with a minimum payment of 15% of principal. The estimated value on the pricing date is approximately $915.10 per $1,000 note, reflecting issuance, structuring and hedging costs. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and investors do not participate in any index appreciation.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value of about $901.70 on the pricing date, reflecting embedded costs.

The notes may be automatically redeemed quarterly from August 13, 2027 onward if the index is at or above the call threshold level (100% of the initial level), paying a fixed cash amount that corresponds to roughly 17.25%–18.25% per annum, such as $1,172.50–$1,182.50 on the first determination date. If held to the August 15, 2031 maturity and not called, investors receive: a fixed positive amount of $1,862.50–$1,912.50 per security if the final index level is at or above the call threshold; return of principal only if the final level is between the 80% buffer level and the threshold; or a loss of 1% of principal for each 1% index decline beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The securities pay no interest, expose investors to principal at risk, and do not provide participation in any index appreciation beyond the fixed payouts. All amounts depend on Morgan Stanley’s and MSFL’s credit, and secondary market prices may be significantly below the $1,000 issue price.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Buffered Jump Securities with an auto-callable feature linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, maturing on August 15, 2031, at an issue price of $1,000 per security.

The notes pay no interest and may be automatically redeemed quarterly from August 13, 2027 if the index is at or above 85% of its initial level, for early redemption payments targeting roughly 11.00%–12.00% per annum, increasing over 48 determination dates. If not called and the final index level is at or above the 85% buffer level, investors receive a fixed $1,550.00 to $1,600.00 per $1,000 at maturity. If the final level is below the buffer, principal is reduced 1% for each 1% decline beyond the 15% buffer, but not below 15% of principal.

The estimated value on the pricing date is approximately $897.50 per security, reflecting embedded issuing, selling, structuring and hedging costs. The issuer warns of limited or no secondary market, sensitivity to its credit spreads, complex U.S. tax treatment and risks tied to the relatively new, leveraged, 4% decrement, volatility-targeted index.

Morgan Stanley Finance LLC is offering Buffered Jump Securities 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. Each security has a $1,000 stated principal amount and no periodic interest.

Starting on August 13, 2027, the notes are automatically redeemed if the index closing level is at or above the call threshold of 90% of the initial level, for early redemption payments implying about 13.50%–14.50% per annum, up to $1,663.75–$1,712.917 by July 2029–July 2031. If held to maturity and not called, investors receive $1,675.00–$1,725.00 per security if the final level is at or above the call threshold, principal back if the final level is between the buffer level of 85% of the initial level and the call threshold, and a linear loss beyond the 15% buffer with a minimum payment of 15% of principal.

The estimated value on the pricing date is approximately $898.80 per security, reflecting structuring and hedging costs. The underlier is a relatively new, volatility-targeted, 4% decrement index established on March 14, 2022; its closing level on July 24, 2026 was 1,248.91. All payments are subject to Morgan Stanley’s credit risk, and the notes may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price.

The notes pay no interest and are subject to automatic early redemption from August 13, 2027 onward if the index is at or above the call threshold level (100% of the initial level), for early redemption payments that correspond to an annualized return of roughly 18.50%–19.50%. If held to maturity on August 15, 2031 and not called, investors receive $1,925.00 to $1,975.00 per security if the final level is at or above the call threshold level.

If the final level is below the call threshold but at or above the buffer level (85% of initial), repayment is only the $1,000 principal. Below the buffer, investors lose 1% of principal for each 1% decline beyond the 15% buffer, subject to a minimum payment at maturity of 15% of principal. The securities are unsecured, subject to Morgan Stanley’s credit risk, and have an estimated value on the pricing date of approximately $900 per $1,000 security, reflecting offering and hedging costs. The underlier is a relatively new, leveraged, volatility-targeted, 4% decrement index, and the tax treatment as prepaid financial contracts is described as uncertain.

Morgan Stanley Finance LLC is offering $23,294,000 of Contingent Income Auto-Callable Securities, issued at $1,000 per security and linked to Micron Technology, Inc. common stock, maturing July 27, 2029. The notes pay a contingent quarterly coupon at 26.24% per annum (about $65.60 per quarter) only when Micron’s determination closing price is at least the downside threshold price of $368.38, which equals 40% of the $920.95 initial share price; missed coupons can be paid later if the threshold is subsequently met.

If on any of the first eleven quarterly determination dates the stock closes at or above the initial share price, the notes auto-call at par plus the current and any unpaid coupons. If held to maturity and the final share price is at or above the threshold, investors receive par plus due and unpaid coupons; if below, repayment is reduced 1:1 with Micron’s decline, potentially to zero. The notes do not share in any stock upside, are subject to full principal loss, and carry Morgan Stanley credit risk. The estimated value on the pricing date is $968.70 per security, below issue price, reflecting embedded fees and hedging costs.

Morgan Stanley Finance LLC is issuing contingent income auto-callable securities, fully guaranteed by Morgan Stanley, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a $1,000 stated principal amount, with an aggregate principal of $690,000, maturing on July 30, 2031.

Investors may receive a 12.35% per annum contingent coupon, but only when the index’s closing level is at or above the coupon barrier level of 1,956.042 (60% of the 3,260.07 initial level). The notes can be auto-called if the index is at or above the call threshold of 2,934.063 (90% of initial), returning principal plus the coupon. If held to maturity and the final level is below the downside threshold of 1,956.042, repayment is reduced in full proportion to the index decline, and the amount can fall to zero. The estimated value on the pricing date is $925.00 per $1,000 note, reflecting embedded costs and issuer economics.

Morgan Stanley Finance LLC is issuing principal-at-risk structured notes linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and return at maturity an adjusted target payout that is reset annually.

Each note has a $1,000 stated principal amount, with an aggregate principal of $535,000, maturing on July 29, 2031. Annual returns are based on index performance with a 115% participation rate, subject to a capped maximum annual return (initially $230, or 23% of principal) and a buffer on losses (initially $150, or 15% of principal). Both the maximum annual return amount and buffer are reset each year based on the prior adjusted target payout, so they may decrease significantly after negative years.

The initial index strike level is 592.71. The estimated value on the pricing date is $960.90 per $1,000 note, below the issue price due to issuance, structuring and hedging costs. Investors face credit risk of Morgan Stanley and MSFL, potential illiquidity, complex return mechanics and uncertain U.S. tax treatment, and may lose some or all of their investment.