Morgan Stanley 424B Filings

Morgan Stanley Finance LLC is offering Jump Notes with an auto-callable feature due July 27, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no interest and is linked to the worst performer of AMD, Meta Platforms (Class A) and Microsoft common stocks.

On July 26, 2027, if the closing level of each underlier is at or above its call threshold (100% of its initial level), the notes are automatically redeemed for a fixed $1,300 per note, and no further payments are made. If not called, at maturity investors receive at least the principal; if the final level of each underlier is above its initial level, they receive principal plus an upside payment equal to 150% of the worst underlier’s percentage gain.

All payments are subject to Morgan Stanley’s credit risk, and the notes are unsecured and not listed on any exchange. The estimated value on the pricing date is approximately $983.90 per note, below the issue price, reflecting issuance, structuring and hedging costs. For U.S. tax purposes, the securities are expected to be treated as contingent payment debt instruments, requiring accrual of interest income over their life.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering auto-callable Jump Notes due July 26, 2029 linked to the worst performing of Alphabet Class A, Meta Class A and Microsoft common stock. Each note has a $1,000 stated principal amount and pays no interest.

The notes are automatically redeemed on July 29, 2027 for $1,155 per note if on July 26, 2027 the closing level of each underlier is at or above 90% of its initial level. If not called, at maturity investors receive $1,000 plus an upside payment equal to $1,000 × 125% × the percentage gain of the worst performing underlier if each final level exceeds its initial level; otherwise only principal is repaid.

The notes are unsecured obligations of MSFL, subject to Morgan Stanley’s guarantee and credit risk, will not be listed on any exchange and have an estimated value on the pricing date of approximately $974.80 per note, reflecting issuance, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due June 28, 2028, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per security. The notes are linked to the worst performer of the iShares Expanded Tech-Software Sector ETF (IGV), the Russell 2000 Index (RTY) and the State Street SPDR S&P Regional Banking ETF (KRE).

Investors may receive a contingent coupon at 13.32% per annum, payable only if on each observation date the closing level of every underlier is at or above its coupon barrier level, set at 70% of its initial level. The notes are automatically redeemed on specified dates if each underlier is at or above its call threshold level, equal to 100% of its initial level, for repayment of principal plus the applicable coupon.

If the notes are not called and any underlier finishes below its downside threshold level, set at 65% of its initial level, the maturity payment is reduced in proportion to the decline of the worst underlier, exposing investors to a substantial or total loss of principal. The estimated value on the pricing date is approximately $952 per $1,000 security, reflecting issuance, structuring and hedging costs, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is offering contingent income auto-callable securities due July 29, 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 stated principal amount of $1,000 and an issue price of $1,000.

Investors may receive a contingent coupon at 13.50% per annum, payable only if the index is at or above a coupon barrier level set at 50% of the initial level on designated observation dates. The notes are subject to automatic early redemption if the index is at or above a call threshold equal to 100% of the initial level on specified redemption determination dates, in which case holders receive principal plus the applicable coupon and no further payments.

If held to maturity and not called, investors receive principal back only if the final index level is at or above the downside threshold level, also 50% of the initial level; otherwise, repayment is reduced 1% for every 1% index decline, potentially to zero. The estimated value is approximately $957.20 per $1,000 security on the pricing date. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due August 2, 2029, linked to the worst performing of the EURO STOXX 50® Index and the S&P 500® Index. 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 9.12% per annum contingent coupon on scheduled coupon dates, but only if on the related observation date the closing level of both indices is at least 80% of their initial levels; missed coupons can be paid later if this condition is met, but can be lost entirely. The notes auto-call at par plus the relevant coupon and any unpaid coupons if, on a redemption determination date, both indices are at least 100% of their initial levels.

If not redeemed early, at maturity investors receive par plus any payable coupons if each index is at least 80% of its initial level; otherwise the payout is $1,000 multiplied by the performance factor of the worst index, creating one-for-one downside and potential total loss. The estimated value on the pricing date is approximately $970.90 per $1,000, after taking into account structuring and distribution costs, and the securities are unsecured obligations subject to Morgan Stanley’s credit and to limited, uncertain liquidity and complex U.S. tax treatment, including possible 30% withholding for certain non-U.S. holders.

Morgan Stanley Finance LLC is offering principal at risk structured notes, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index and maturing on July 29, 2031. Each security has a stated principal amount and issue price of $1,000, while the estimated value on the pricing date is approximately $940.20 per security.

The notes feature automatic early redemption starting July 28, 2027 if the index closes at or above step-down call threshold levels, paying fixed amounts that begin at $1,175 and rise over time to $1,860.417 per security, corresponding to about 17.50% per annum. If held to maturity and the final index level is at or above the downside threshold of 60% of the initial level, investors receive $1,875 per security; otherwise they incur a 1-for-1 loss with index declines, potentially losing all principal. All payments depend on Morgan Stanley’s credit. The underlier itself embeds a 4.0% per annum decrement and a volatility-targeting, leveraged futures strategy, and it only has actual operating history since August 30, 2024.

Morgan Stanley Finance LLC is offering Buffered PLUS notes due July 19, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is linked to the worst performer of the Russell 2000 Index and the SPDR S&P MidCap 400 ETF.

At maturity, if the final level of each underlier exceeds its initial level, investors receive principal plus 111% of the worst underlier’s gain. If the worst underlier ends between its initial level and its 80% buffer level, investors receive only principal. Below the buffer, principal is reduced 1% for each 1% decline of the worst underlier beyond the 20% buffer, subject to a minimum payment of 20% of principal (e.g., a 95% decline returns $250). The initial levels are 2,974.567 for the Russell 2000 and $692.99 for the SPDR S&P MidCap 400, with corresponding buffer levels at 80% of those values.

The securities are unsecured obligations of MSFL, subject to Morgan Stanley’s guarantee and credit risk. The estimated value on the pricing date is approximately $982.20 per security, reflecting issuance, structuring and hedging costs and implying secondary market values below the $1,000 issue price. Liquidity may be limited and the U.S. tax treatment as prepaid financial contracts is uncertain.

Morgan Stanley Finance LLC is offering principal at risk, auto-callable Jump Securities linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal, issue price of $1,000 and matures on July 28, 2031, with all payments subject to Morgan Stanley’s credit risk.

The notes may be automatically redeemed on July 29, 2027 if the index is at or above 90% of its initial level, paying a fixed $1,300 per security and ending the investment. If held to maturity and the index is above its initial level, investors receive principal plus 250% participation in the gain. If the index is at or below the initial level but at or above 50% of the initial level, only principal is returned. Below 50%, investors lose 1% of principal for each 1% index decline, potentially losing their entire investment.

The estimated value on the pricing date is approximately $924.50 per security, below the issue price due to issuing, selling, structuring and hedging costs. The underlier itself is complex, using leverage, a 4.0% per annum decrement and a volatility-targeting strategy, and has limited live history with substantial reliance on hypothetical back-tested data.

Morgan Stanley Finance LLC is offering Leveraged Buffered S&P 500 Index‑Linked Notes, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 face amount, no interest, a term expected between 14 and 16 months, and is linked to the S&P 500 Index.

At maturity, investors receive 150% of any positive S&P 500 price return, capped at a maximum settlement amount expected between $1,156 and $1,183 per $1,000. A 7.50% downside buffer applies; below 92.50% of the initial index level, losses increase at a buffer rate of about 108.11%, and investors can lose their entire principal. The notes are unsecured and subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley. The original issue price is $1,000, including embedded issuance and hedging costs; the estimated value on the trade date is about $987.40. An unaffiliated dealer receives a sales commission of 0.92% of face amount.

Morgan Stanley Finance LLC is offering callable contingent income buffered securities due July 23, 2027, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per security. The notes are linked to the worst performance of the SPDR Gold Trust (GLD), VanEck Gold Miners ETF (GDX) and VanEck Junior Gold Miners ETF (GDXJ) and are principal at risk.

Investors may receive a contingent coupon at 16.50% per annum, payable only if on each observation date the closing level of every underlier is at or above its coupon barrier level, set at 75% of its initial level. The issuer can redeem the notes in whole, starting January 22, 2027, on specified redemption dates if a risk neutral valuation model indicates early redemption is economically rational for the issuer.

If not redeemed and on the final observation date each underlier is at or above its 25% buffer level, investors receive principal back (plus any final coupon). If any underlier finishes below its buffer, repayment is reduced by 1.3333% of principal for each 1% decline of the worst performer beyond the buffer, down to zero. The estimated value on the pricing date is approximately $972.90 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due July 27, 2029, linked to the worst performer of the Russell 2000 Index and the State Street Technology Select Sector SPDR ETF, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal of $1,000, with an estimated value on the pricing date of approximately $982.80, reflecting issuance, structuring and hedging costs.

Investors may receive a 13.25% per annum contingent coupon, paid only if on each observation date both underliers are at or above their respective coupon barrier levels (70% of initial levels). Principal is at risk: if at maturity either underlier finishes below its 60% downside threshold, the payoff is reduced dollar-for-dollar with the decline of the worst performer and can be zero. The notes are callable, in whole, on scheduled redemption dates starting October 29, 2026, solely when a risk neutral valuation model indicates early redemption is economically rational for the issuer. All payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due July 26, 2029, fully and unconditionally guaranteed by Morgan Stanley, linked to the worst performing of the Dow Jones Industrial Average, the Russell 2000 Index and the State Street Technology Select Sector SPDR ETF.

Each $1,000 security pays a contingent coupon at 12.85% per annum, but only if on each observation date all three underliers are at or above their respective coupon barrier levels, initially set at 70% of each initial level. If any underlier is below its barrier on an observation date, no coupon is paid for that period.

Beginning January 26, 2027, the issuer may redeem the notes on monthly redemption dates at par plus any due coupon if a risk neutral valuation model indicates early redemption is economically rational for the issuer. If the notes are not redeemed and on the final observation date each underlier is at or above its downside threshold level (60% of its initial level), investors receive the $1,000 principal plus any final coupon; otherwise repayment is reduced in proportion to the decline of the worst performing underlier, potentially to zero. The estimated value on the pricing date is approximately $981.10 per security, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley is offering $1,197,000 aggregate principal amount of fixed rate notes due July 19, 2030, issued at $1,000 per note with a fixed interest rate of 4.500% per annum. Interest accrues from July 20, 2026 and is paid semi-annually on January 19 and July 19 of each year, beginning January 19, 2027, using a 30/360 day-count convention.

Holders receive the $1,000 stated principal amount at maturity plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The notes are offered under a shelf registration, will not be listed on any securities exchange, and may have limited secondary market liquidity. The estimated value on the pricing date is $984.30 per note, below the issue price, reflecting issuing, selling, structuring and hedging costs and a rate advantageous to the issuer. Proceeds will be used for general corporate purposes, and dealers receive a $5 per-note sales commission except for fee-based advisory accounts.

Morgan Stanley is issuing $1,270,000 of Fixed Rate Notes due July 20, 2032, each with a stated principal amount and issue price of $1,000. The notes pay a fixed interest rate of 4.700% per annum, with semi-annual payments on January 20 and July 20, starting January 20, 2027.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any securities exchange, and may have limited secondary market liquidity. Estimated value on the pricing date is $973.70 per note, below the issue price due to embedded issuing, structuring and hedging costs and commissions. Proceeds will be used for general corporate purposes.

Morgan Stanley is offering fixed rate notes due July 20, 2033 with an aggregate principal amount of $1,969,000. Each note has a stated principal amount and issue price of $1,000 and pays fixed interest of 4.800% per annum, accruing from July 20, 2026 and payable semi-annually on January 20 and July 20, beginning January 20, 2027, using a 30/360 day-count convention.

At maturity, investors receive $1,000 per note plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The notes are offered in book-entry form, in $1,000 denominations, will not be listed on any securities exchange, and may have limited secondary liquidity. Estimated value on the pricing date is $969.90 per note, below the issue price, reflecting issuance, structuring and hedging costs and a rate advantageous to the issuer. Agent commissions are $7.50 per note, with net proceeds to Morgan Stanley of $992.50 per note, to be used for general corporate purposes.

Morgan Stanley is issuing fixed rate senior notes maturing on July 18, 2031, with an aggregate principal amount of $418,000. Each note has a stated principal amount and issue price of $1,000 and pays a fixed annual interest rate of 4.60%, accruing from July 20, 2026.

Interest is paid semi-annually in arrears on January 18 and July 18 of each year, beginning January 18, 2027, using a 30/360 (Bond Basis) day-count convention. At maturity, investors receive $1,000 per note plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk.

The notes are offered in minimum denominations of $1,000, will not be listed on any securities exchange, and may have limited secondary market liquidity. The estimated value on the pricing date is $978.50 per note, below the issue price due to embedded issuing, structuring and hedging costs. Agent commissions are $5 per note, resulting in total proceeds to Morgan Stanley of $415,910, to be used for general corporate purposes.

Morgan Stanley is issuing fixed-rate senior notes due July 20, 2029 with an aggregate principal amount of $7,042,000. Each note has a stated principal amount and issue price of $1,000 and pays interest at a fixed annual rate of 4.40%, calculated on a 30/360 basis, with semi-annual payments on January 20 and July 20, beginning January 20, 2027.

At maturity, investors receive the stated principal amount plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $987.70 per note, below the issue price because it includes issuing, selling, structuring and hedging costs. The notes will not be listed on any securities exchange and secondary trading, if any, may be limited, with potential resale prices below par. Proceeds are to be used for general corporate purposes.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due June 26, 2028, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per security. The notes are linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index® and Russell 2000® Index and are principal-at-risk.

Investors may receive a contingent coupon at 9.15% per annum on scheduled coupon payment dates, but only if on each observation date all three indices close at or above their 70% coupon barrier levels. The notes are automatically redeemed at par plus the contingent coupon if, on any redemption determination date starting October 21, 2026, all indices are at or above their 100% call threshold levels.

If the notes are not called and on the final observation date any index closes below its 60% downside threshold level, repayment of principal is reduced 1% for every 1% decline in the worst-performing index, potentially to $0. The estimated value on the pricing date is approximately $983.40 per $1,000, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due January 25, 2027, linked to the common stock of Marvell Technology, Inc., fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are issued at $1,000 per security and pay a contingent coupon at an annual rate of 34.10% only if, on each observation date, the Marvell share price is at or above a coupon barrier set at 50% of the initial level.

The notes are automatically called if, on any redemption determination date from October to December 2026, the stock closes at or above a call threshold equal to 100% of the initial level, in which case investors receive the principal plus the applicable coupon and no further payments. If the notes are not called and at maturity the final level is at or above the downside threshold (50% of the initial level), investors receive principal back plus any final contingent coupon. If the final level is below the downside threshold, the payoff is stated principal amount × (final level / initial level), resulting in a 1-for-1 loss with the stock’s decline and potentially a total loss of principal.

The estimated value on the pricing date is approximately $977.40 per security, below the issue price, reflecting structuring and hedging costs borne by investors. The securities are unsecured obligations subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, may be illiquid, and have uncertain and potentially adverse U.S. federal income tax treatment, including possible 30% withholding on coupons for certain non-U.S. holders.

Morgan Stanley Finance LLC is offering Capped Leveraged Buffered Basket-Linked Notes, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 Face Amount, pays no interest and exposes holders to principal at risk based on a weighted equity basket of five foreign indices.

The payoff at maturity depends on basket performance from the trade date to a determination date roughly 17–20 months later. Investors receive 150% of any positive basket return, capped at a Maximum Settlement Amount expected between $1,331.65 and $1,389.10 per $1,000. If the basket ends between 95.00% and 100% of its initial level, investors receive back $1,000. Below the 95.00% Buffer Level, losses accelerate at a Buffer Rate of approximately 105.26%, and up to 100% of principal can be lost.

The issuer’s estimated value on the trade date is $981.70 per note, reflecting structuring and hedging costs and an internal funding rate that is favorable to the issuer. Notes are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any exchange, and may have limited or no secondary market, with MS & Co. not obligated to make a market.

Morgan Stanley Finance LLC is offering Structured Investments Buffered Jump Securities with an auto-callable feature, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the performance of the S&P 500® Index. The notes pay no interest and are unsecured, principal-at-risk obligations.

The securities may be automatically redeemed on August 11, 2027 if, on August 6, 2027, the index is at or above the call threshold (100% of the initial level), in which case holders receive a fixed early redemption payment of $1,096.50 per security and no further payments. If held to maturity on August 3, 2028 and not previously redeemed, investors receive: the principal plus an upside payment equal to 125% of any index gain if the final level exceeds the initial level; only principal back if the final level is between the buffer level (90% of initial) and the initial level; or a loss of 1% of principal for each 1% index decline beyond the 10% buffer, subject to a minimum payment at maturity of 10% of principal.

The estimated value on the pricing date is approximately $975.90 per security, lower than the $1,000 issue price due to issuing, selling, structuring and hedging costs and the issuer’s funding rate. All payments depend on the credit of MSFL and Morgan Stanley; the securities are not bank deposits and are not FDIC-insured. U.S. federal income tax treatment is uncertain, and the issuer expects to treat the notes as prepaid financial contracts that are open transactions.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Notes due July 31, 2031, fully and unconditionally guaranteed by Morgan Stanley, at $1,000 stated principal per note. The notes pay a contingent coupon at 10.75% per annum, but only if on each monthly observation date the closing level of every underlier — Broadcom Inc., JPMorgan Chase & Co. and Microsoft Corporation common stock — is at or above its coupon barrier, set at 75% of its initial level.

The notes are automatically redeemed at par plus the contingent coupon if, on any redemption determination date starting July 28, 2027, all underliers are at or above their 100% call threshold. If not previously redeemed, at maturity investors receive the stated principal amount, plus the final contingent coupon only if all underliers are at or above their coupon barriers on the final observation date. Investors do not participate in any stock price appreciation, and the payoff is based on the worst-performing underlier.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is approximately $972.80 per note, reflecting issuance, structuring and hedging costs. The notes will not be listed, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities, principal-at-risk notes linked to the EURO STOXX 50® Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and does not guarantee return of principal.

At maturity on August 4, 2031, if the index’s final level is at or above 75% of the initial level, investors receive $1,000 plus the greater of (i) $1,000 multiplied by the underlier percent change and (ii) a fixed upside payment of $395 per security. If the final level is below the downside threshold, investors lose 1% of principal for each 1% decline in the index, with no minimum payment; the entire investment can be lost.

The issue price is $1,000 per security, including a $30 sales commission and related costs, with an estimated value of approximately $956.30 on the pricing date. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering Jump Securities with Auto-Callable Feature due July 26, 2029, unsecured principal-at-risk notes fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $956.20.

The notes are linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index. They pay no interest and do not guarantee repayment of principal. Beginning with the first determination date on July 30, 2027, the notes auto-call if each index is at or above its call threshold (100% of its initial level), for fixed early redemption payments of $1,170 or $1,340 per security on the scheduled early redemption dates, corresponding to returns of approximately 17.00% per annum.

If not redeemed early, payment at maturity depends on index performance: investors receive principal plus an upside payment equal to 150% of the gain of the worst index if all final levels exceed initial levels; principal only if each final level is at or above its 70% downside threshold level; or a loss of 1% of principal for each 1% decline of the worst index if any final level is below its downside threshold, potentially reducing the payment to zero. All payments are subject to Morgan Stanley’s credit risk, and the securities may have limited or no secondary market liquidity.

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

The notes may be automatically redeemed on August 12, 2027 if the underlying stock’s determination closing price on August 9, 2027 is at or above the initial share price, paying an early redemption amount of $1,465 per $1,000 security. If not called, at maturity on August 3, 2028 holders receive: leveraged upside at 150% of positive stock performance when the final share price is at or above the initial share price; an absolute return on declines when the final share price is below the initial share price but at or above the 60% downside threshold level; or a 1-for-1 loss below that threshold, potentially reducing the payment to zero.

The estimated value on the pricing date is approximately $949.90 per security, reflecting issuance, structuring and hedging costs. The notes are unsecured obligations of MSFL, subject to Morgan Stanley’s guarantee and the credit risk of both entities, and investors forgo dividends and other rights in the underlying stock.

Morgan Stanley Finance LLC is offering Buffer Autocallable GEARS, unsecured notes linked to the Russell 2000® Index, fully and unconditionally guaranteed by Morgan Stanley. Each Security has a $10 issue price and a 3‑year term, with an 11.00% Call Return if the index on the August 4, 2027 Observation Date is at or above the Autocall Barrier of 100% of the Initial Level, triggering automatic redemption at $11.10 per Security.

If not called and the index is above the Initial Level at maturity, investors receive $10 plus leveraged upside using an Upside Gearing between 1.41 and 1.61. If the index is flat or down but at or above the Downside Threshold of 90% of the Initial Level, $10 is repaid. Below the Downside Threshold, principal is reduced 1% for each 1% decline beyond the 10% Buffer, with up to a 90% loss of principal.

The notes pay no interest and do not provide dividends on Russell 2000® stocks. The estimated value on the trade date is approximately $9.649 per Security versus the $10 issue price, reflecting structuring and hedging costs and Morgan Stanley’s funding rate. Liquidity is not assured; any secondary market would be made, if at all, by Morgan Stanley & Co. on a discretionary basis. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due July 27, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the worst performer of the S&P 500 Index, the State Street SPDR S&P Regional Banking ETF (KRE) and the State Street Technology Select Sector SPDR ETF (XLK).

Investors may receive a contingent coupon at 12.40% per annum, paid only if on each observation date the closing level of all three underliers is at or above its coupon barrier, set at 70% of initial level. If any underlier is below its barrier on an observation date, no coupon is paid for that period. The notes are callable in whole on specified redemption dates if a risk neutral valuation model indicates early redemption is economically rational for Morgan Stanley; if called, investors receive principal plus any due coupon and no further payments.

At maturity, if not redeemed and each underlier is at or above its downside threshold (60% of initial level), investors receive $1,000 plus any final coupon. If any underlier is below its downside threshold, repayment is reduced proportionally to the worst performer and can fall to zero. The estimated value on the pricing date is approximately $956.10 per $1,000 security, reflecting issuance, selling, structuring and hedging costs. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Trigger Absolute Return Step Securities, unsecured senior debt securities fully and unconditionally guaranteed by Morgan Stanley, 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%) and S&P/ASX 200 (7.5%). Each security has an issue price and principal amount of $10 and a 5‑year term, from a July 29, 2026 trade date to a July 31, 2031 maturity date.

At maturity, if the Final Basket Level is at or above the Step Barrier of 100% of the Initial Basket Level, holders receive $10 plus the greater of the Step Return (41.00%–46.75%) or the Basket Return. If the Final Basket Level is below the Step Barrier but at or above the Downside Threshold of 75, investors receive $10 plus the Contingent Absolute Return, equal to the absolute value of the Basket Return. If the Final Basket Level is below the Downside Threshold, the payoff is $10 plus $10 times the Basket Return, exposing investors to a proportional loss of principal, up to a total loss.

The securities pay no interest or dividends, have limited or no secondary market liquidity, and are subject to the credit risk of MSFL and Morgan Stanley. The estimated value on the trade date is approximately $9.317 per $10 security, reflecting issuance, structuring and hedging costs. The product includes complex features, significant downside risk, and uncertain U.S. federal tax treatment.

Morgan Stanley Finance LLC is issuing $250,000 of fixed rate callable notes due July 19, 2030, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal and issue price of $1,000, pays 4.550% per annum interest on a semi-annual basis, with payments on January 19 and July 19, starting January 19, 2027, using a 30/360 day-count convention.

The notes are callable in whole at the issuer’s option on July 19, 2027 and January 19, 2028, at 100% of principal plus accrued interest, if a risk neutral valuation model shows redemption is economically rational for the issuer. The notes are unsecured obligations of MSFL, guaranteed on a pari passu basis by Morgan Stanley, are not insured by any government agency, and will not be listed on any exchange, so secondary market liquidity may be limited.

The price to the public is $1,000 per note (or $995 in fee-based advisory accounts), with a $5 sales commission per note and net proceeds of $248,750. The issuer’s estimated value on the pricing date is $984.50 per note, reflecting issuance, structuring and hedging costs borne by investors, as well as a coupon rate advantageous to the issuer. Key risks highlighted include early redemption risk, credit risk of Morgan Stanley, potential price declines from interest rate and credit spread changes, and limited secondary market making by affiliates.

Morgan Stanley Finance LLC is offering $700,000 aggregate principal amount of fixed rate callable notes due July 20, 2033, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal and issue price of $1,000 and pays fixed interest of 4.90% per annum, accruing from July 20, 2026.

Interest is paid semi-annually on January 20 and July 20, starting January 20, 2027, using a 30/360 day-count convention. The notes are callable in whole at 100% of principal plus accrued interest on July 20, 2027 and January 20, 2028, if a risk neutral valuation model indicates redemption is economically rational for the issuer. The estimated value on the pricing date is $974.20 per note, below the issue price, reflecting issuance, structuring and hedging costs and a rate advantageous to the issuer. The notes are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley, will not be listed on any exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Buffered Jump Securities with an auto-callable feature due May 3, 2029, linked to the worst performer of the State Street SPDR S&P Metals & Mining ETF (XME) and the VanEck Gold Miners ETF (GDX). Each security has a stated principal amount of $1,000 and an estimated value on the pricing date of approximately $951.50, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes pay no interest and can be automatically redeemed quarterly starting January 28, 2027 if both underliers are at or above 87% of their initial levels, for early redemption payments corresponding to about 10% per annum (e.g., $1,050 on the first determination date, up to $1,266.667 before maturity). If held to maturity and both underliers are at or above their call thresholds, investors receive $1,275. If at least one underlier finishes below its 87% call threshold but both remain at or above the 85% buffer level, investors receive only principal. If either underlier closes below its 85% buffer level, repayment is reduced 1% for each 1% decline of the worst performer beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The securities are principal-at-risk, offer no participation in any upside of the ETFs, are unsecured obligations of MSFL, and their value and payments depend on Morgan Stanley’s creditworthiness. They also carry concentrated industry risks tied to metals, mining, gold and silver miners, as well as complex and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC is offering market-linked, principal-at-risk notes due July 19, 2029, fully and unconditionally guaranteed by Morgan Stanley and linked to the lowest performing of NVIDIA and Micron common stock. Each security has a $1,000 face amount and a price to the public of $1,000, while the issuer’s estimated value on the pricing date is $954.30.

The notes are auto-callable on July 20, 2027 if each stock’s closing price is at or above its call price; in that case investors receive a fixed call payment of $1,450 per $1,000 and no further payments. If not called, at maturity investors receive: 200% of the positive return of the lowest-performing stock if it finishes above its starting price; a contingent absolute return up to 40% if the lowest-performing stock is between its starting and threshold prices; or full downside exposure if the lowest-performing stock is below its threshold level, with the possibility of losing most or all principal.

The securities pay no interest, forgo dividends on the underlying stocks, are subject to MSFL and Morgan Stanley credit risk, and may have little or no secondary market. The structure embeds selling, structuring and hedging costs, contributing to the estimated value being below the issue price.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due January 29, 2029, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index.

Investors receive a contingent coupon at 11.70% per annum 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.

From January 28, 2027, the issuer may redeem the notes early on specified dates, but only if a risk neutral valuation model indicates redemption is economically rational for Morgan Stanley; this decision is not driven directly by index performance. At maturity, if not previously called, investors receive principal back only if each index is at or above its downside threshold, set at 60% of its initial level; otherwise the payoff is reduced 1% for each 1% decline of the worst-performing index and can be zero.

The notes are issued at $1,000 per security, while the estimated value on the pricing date is approximately $980 per security, reflecting issuance, structuring and hedging costs borne by investors. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the notes are unsecured, unsubordinated obligations, not insured deposits.

Morgan Stanley Finance LLC is offering fixed-income buffered auto-callable securities due July 3, 2029, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a fixed coupon of 7.00% per annum, with monthly coupon payments regardless of underlier performance, subject to issuer credit risk.

The securities are linked on a “worst performing” basis to the State Street SPDR S&P Metals & Mining ETF (XME) and the VanEck Gold Miners ETF (GDX). Starting February 1, 2027, the notes are automatically redeemed on scheduled dates if the closing level of each ETF is at or above 100% of its initial level, paying principal plus the applicable coupon. If not called and held to maturity, investors receive principal back only if the final level of each ETF is at or above its 85% buffer level; otherwise, principal is reduced 1% for each 1% decline of the worst ETF beyond the 15% buffer, but not below a minimum payment of 15% of principal, in addition to the final coupon. The estimated value on the pricing date is approximately $948.80 per $1,000 security, reflecting issuance, structuring and hedging costs and credit spreads.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Trigger Jump Securities linked to the class A common stock of Space Exploration Technologies Corp., maturing on January 27, 2028. Each security has a $1,000 stated principal amount, pays no interest and has principal at risk.

If the final share price on the January 24, 2028 valuation date is greater than or equal to the initial share price, investors receive $1,000 plus a fixed upside payment of $775 per security, a 77.50% return. If the final share price is below the initial share price but at or above 65% of the initial share price, investors receive only the $1,000 principal. If the final share price is below 65% of the initial share price, the maturity payment equals $1,000 × (final share price ÷ initial share price), exposing investors 1:1 to the full decline and potentially reducing the payment below $650 or to zero.

The securities pay no dividends or coupons, have no minimum payment at maturity and are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley. The original issue price is $1,000 per security, including selling, structuring and hedging costs; the estimated value on the pricing date is approximately $941.60. An agent’s sales commission of $20 and a structuring fee of $5 per security apply, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Buffered Auto-Callable Securities due August 3, 2027 linked to KLA Corporation common stock. Each security has a $1,000 stated principal amount and an estimated value on the pricing date of approximately $983.40, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes pay a contingent coupon at 38.76% per annum only if, on an observation date, KLA’s closing level is at or above the coupon barrier of $142.591 (65% of the initial level of $219.37). Missed coupons may be “remembered” and paid later if a subsequent observation meets the barrier. The notes are automatically redeemed if, on any redemption determination date from August 31, 2026 onward, the underlier closes at or above the call threshold of $263.24 (120% of initial), returning principal plus due and unpaid coupons.

If not called and the final level is at or above the buffer level of $142.591, investors receive principal back (plus any payable coupons). If the final level is below the buffer, principal is reduced by 1.5385% for each 1% decline beyond the 35% buffer, with no minimum payment at maturity, so the entire investment can be lost. All payments depend on Morgan Stanley’s credit and the notes carry complex tax and liquidity risks.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is offering Enhanced Trigger Jump Securities maturing on January 21, 2028, linked to the iShares® Semiconductor ETF. These are unsecured, principal-at-risk notes that pay no interest and are issued at $1,000 per security.

At maturity, if the arithmetic-average final level of the ETF on specified January 2028 averaging dates is at or above the downside threshold level of $344.825 (65% of the initial level of $530.50), investors receive $1,000 plus a fixed upside payment of $358, regardless of how far the ETF has risen or modestly fallen. If the final level is below the threshold, repayment is $1,000 multiplied by the performance factor (final level ÷ initial level), producing a 1% loss of principal for each 1% ETF decline, with no minimum payment and potential total loss.

The estimated value on the pricing date is approximately $978.20 per security, below the issue price due to embedded issuing, selling, structuring and hedging costs. Agent and placement fees of up to $12.50 per $1,000 apply. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Dual Directional Jump Securities with an auto-call feature linked to the S&P 500® Index under its Series A global medium-term note program. Each security has a stated principal amount of $1,000 and an issue price of $1,000, but the estimated value on the pricing date is approximately $982 per security, reflecting issuing, selling, structuring and hedging costs borne by investors.

The notes may be automatically redeemed on August 3, 2027 for an early redemption payment of $1,100.50 per security if, on July 29, 2027, the S&P 500 closing level is at or above the call threshold level of 7,533.77, which equals the initial level. If not called and held to July 20, 2028, investors receive leveraged upside at a 150% participation rate when the final level is above the initial level, or a positive “dual directional” return for moderate declines, capped so that the effective maximum positive return from depreciation is 20%. If the index finishes below the downside threshold level of 6,027.016 (80% of the initial level), repayment of principal is not protected and losses are one-for-one with the index decline, up to a total loss of the investment. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Trigger Autocallable GEARS, principal-at-risk structured notes linked to the MSCI Emerging Markets Index, fully and unconditionally guaranteed by Morgan Stanley. Each Security has a $10 principal amount and a 3‑year term to July 31, 2029.

The notes may be automatically called on August 4, 2027 if the index is at or above the Autocall Barrier of 100% of the Initial Level, paying $12 per $10 (a 20.00% Call Return) with no further participation. If not called and the index rises, investors receive leveraged upside at maturity via Upside Gearing between 1.80 and 2.00. If the index is flat or down but at or above the Downside Threshold of 75% of the Initial Level, principal is repaid. If it finishes below the Downside Threshold, repayment is reduced one-for-one with the negative index return, up to a total loss of principal.

The notes pay no interest, provide no dividends, and are subject to the credit risk of MSFL and Morgan Stanley. The estimated value on the trade date is approximately $9.603 per $10, reflecting issuance, distribution, structuring and hedging costs and dealer margin.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities linked to the common stock of International Business Machines Corporation, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays no interest.

At maturity on August 3, 2027, if IBM’s closing level on the observation date is at or above the buffer level of $164.288 (75% of the $219.05 initial level), investors receive $1,000 plus a fixed upside payment of $191.70, a 19.17% return, regardless of how much the stock has risen within that range. If the final level is below the buffer, investors lose 1.3333% of principal for every 1% decline beyond the 25% buffer, with no minimum repayment, so the entire investment can be lost.

The issue price is $1,000 per security; the estimated value on the pricing date is approximately $984.50, reflecting issuing, selling, structuring and hedging costs borne by investors. The minimum ticket is $10,000. All payments are unsecured and subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due August 3, 2027, linked to the common stock of Alaska Air Group, Inc. Each security has a stated principal amount of $1,000 and is fully and unconditionally guaranteed by Morgan Stanley, with principal at risk.

Investors may receive a contingent coupon at an annual rate of 30.32%, but only for observation dates when the underlier’s closing level is at or above the coupon barrier level of $30.953 (65% of the initial level of $47.62). Missed coupons can “memory” and be paid later if the barrier is met, but unpaid coupons are forfeited if it is never met again.

The notes are auto-callable on quarterly redemption determination dates if the underlier closes at or above the call threshold level of $47.62, returning principal plus the relevant contingent coupon and any unpaid coupons. If not called, and at maturity the final level is at or above the downside threshold of $30.953, investors receive full principal (plus any payable coupons). If the final level is below the downside threshold, repayment is reduced 1% for each 1% decline in the underlier, potentially to zero. The issue price is $1,000 per security, including up to $10 in placement fees, and the estimated value on the pricing date is approximately $982.40 per security. All payments are subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due August 3, 2027, linked to the common stock of KLA Corporation and fully guaranteed by Morgan Stanley. These principal at risk notes have a stated principal amount of $1,000 per security and an issue price of $1,000, with an estimated value of approximately $984.20.

The notes pay a contingent coupon at an annual rate of 39.20% only if the KLA share price on an observation date is at or above the coupon barrier level of $109.519, equal to 50% of the initial level of $219.038. Missed coupons can be paid later if the barrier is subsequently met. The notes are auto-callable on specified redemption determination dates if KLA closes at or above the call threshold level of $219.038, returning principal plus applicable coupons. If held to maturity and not called, investors receive full principal only if the final KLA level is at or above the downside threshold of $109.519; otherwise, the payoff is proportional to the share decline and can be zero. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering Floating Rate Notes due July 29, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 principal amount and pays quarterly interest in arrears at a variable rate equal to daily compounded SOFR plus 0.78%, subject to a minimum interest rate of 0.10% per annum.

SOFR is published by the New York Federal Reserve and has a limited history, and the notes use a specific daily compounding formula described in the related prospectus. The notes are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, are not redeemable prior to maturity, and will not be listed on any securities exchange, so secondary trading may be limited. The initial issue price is $1,000 per note, while the estimated value on the pricing date is approximately $984.70, reflecting issuance, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC is offering fixed to floating rate callable notes due July 31, 2036, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000. From the original issue date of July 31, 2026 to July 31, 2028, interest is paid quarterly at a fixed rate of 8.00% per annum.

From July 31, 2028 to maturity, interest is paid quarterly at a variable rate equal to 8.00% minus compounded SOFR, subject to a minimum interest rate of 0.00% per annum. The notes are callable in whole, but not in part, on quarterly redemption dates beginning July 31, 2028 at 100% of principal plus accrued interest, if a risk neutral valuation model indicates redemption is economically rational for the issuer. The estimated value on the pricing date is approximately $935.90 per note. Payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley, the notes are not listed on any exchange, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is offering $7,891,940 of Trigger GEARS principal-at-risk securities linked to a weighted basket of six global equity indices.

The 5-year notes pay no interest or dividends. At maturity, if the Basket Return is positive, investors receive $10 principal plus $10 × Basket Return × 1.26 Upside Gearing. If the Basket Return is zero or negative but the Final Basket Level is at or above the 75 Downside Threshold (75% of the initial basket level of 100), investors receive $10. If the Final Basket Level is below the threshold, repayment is $10 + $10 × Basket Return, creating a proportional loss of up to 100% of principal. The issue price is $10 per Security, while the estimated value on the trade date is $9.459, reflecting issuing, structuring and hedging costs. All payments depend on Morgan Stanley’s credit, and there may be little or no secondary market.

Morgan Stanley Finance LLC is issuing $14,151,710 of Trigger Autocallable GEARS linked to the Russell 2000® Index, fully and unconditionally guaranteed by Morgan Stanley. Each Security has a $10 principal amount, a 5-year term and no periodic interest or dividend payments.

If on July 21, 2027 the index is at or above the Autocall Barrier of 2,976.259 (100% of the Initial Level), the notes are automatically called for $11.20 per $10, reflecting a 12.00% Call Return, and no further payments are made. If not called and the index is higher at maturity, investors receive principal plus leveraged upside at 1.55x the index return. If the index is flat or down but at or above the Downside Threshold of 2,232.194 (75% of the Initial Level), principal is repaid; if it finishes below that threshold, repayment is reduced one-for-one with the negative index return, down to a total loss.

The notes are unsecured obligations of MSFL, subject to Morgan Stanley’s guarantee and credit risk. The estimated value on the trade date is $9.701 per Security, below the $10 issue price, reflecting issuance, structuring and hedging costs. Liquidity may be limited, tax treatment is complex, and investors forgo any dividends on the index constituents.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature linked to the Defiance Quantum ETF, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is subject to Morgan Stanley’s credit risk.

The notes may be automatically redeemed on August 3, 2027 if the ETF’s level on July 29, 2027 is at or above 100% of its initial level, paying an early redemption amount of $1,246 per security. If held to July 27, 2028 and the ETF is above its initial level, investors receive principal plus 125% of the ETF’s gain. If the ETF ends between 90% and 100% of its initial level, only principal is returned; below 90%, losses match the decline beyond a 10% buffer, with a minimum payment of 10% of principal.

The issue price is $1,000, while the estimated value on the pricing date is about $971.50, reflecting embedded commissions, structuring and hedging costs. The notes involve sector and liquidity risks, including concentration in quantum computing, machine learning, information technology and semiconductor companies.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index and maturing on July 30, 2031, in $1,000 denominations.

The notes pay a 12.35% per annum contingent coupon only when, on an observation date, the underlier closes at or above a coupon barrier set at 60% of the initial level. Starting January 27, 2027, the notes are automatically redeemed if, on a redemption determination date, the underlier closes at or above a call threshold of 90% of the initial level, returning principal plus that period’s coupon.

If not called, and the final underlier level is at or above the 60% downside threshold, investors receive principal back (plus the final coupon, if payable). If the final level is below that threshold, repayment is $1,000 multiplied by the performance factor (final level / initial level), resulting in a 1-for-1 loss that can reach total principal loss. The notes are unsecured obligations subject to Morgan Stanley’s credit risk. The estimated value is approximately $927.10 per $1,000, reflecting issuance, selling, structuring and hedging costs. Risks include limited or no coupons, early redemption, a complex underlier with a 4% per annum decrement, leverage and limited history, tax uncertainty, and potentially illiquid secondary trading.

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with an auto-call feature due August 2, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $965.30.

The notes are linked to the worst performer among Alphabet, Amazon, Apple and Microsoft stocks. If on any of eight determination dates from August 3, 2027 onward each underlier is at or above its call threshold (100% of initial level), the notes are automatically redeemed for a fixed cash amount stepping from $1,395.00 to $2,086.25 per security. If not called, and all underliers are at or above their call thresholds on the final date, the maturity payment is $2,185.00. If at least one underlier finishes below its call threshold but all stay at or above the downside threshold (60% of initial), only principal is returned. If any underlier ends below its downside threshold, repayment is reduced in full proportion to the worst-performing stock, and the investment can be completely lost. The notes pay no interest, do not participate in further equity appreciation, are exposed to Morgan Stanley’s credit risk and may have limited secondary-market liquidity.