Morgan Stanley 424B Filings

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to Micron Technology, Inc. common stock, with a stated principal amount of $1,000 per security, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a contingent coupon at 24.50% per annum, only when the Micron share price on an observation date is at or above a coupon barrier set at 50% of the initial level; missed coupons can be paid later if the barrier is met. The notes may be automatically redeemed on scheduled redemption dates starting July 20, 2027 if Micron’s price is at or above a call threshold of 100% of the initial level, returning principal plus due coupons, after which no further payments are made.

If not called and the final Micron level is at or above the downside threshold of 50% of the initial level, investors receive principal plus any contingent coupon then due; if it is below, repayment is reduced 1% for each 1% decline, potentially to zero. The estimated value is approximately $970.50 per $1,000 security, reflecting issuance, structuring and hedging costs. The securities are unsecured, not FDIC insured, dependent on Morgan Stanley’s credit, and may have limited secondary market liquidity.

Morgan Stanley Finance LLC is offering Trigger PLUS structured notes due July 21, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no interest, and is an unsecured obligation subject to the issuer’s and guarantor’s credit risk. The notes are linked to the worst performing of the Nasdaq-100 Futures Excess Return Index and the S&P 500 Futures Excess Return Index.

At maturity, if the final level of each index is above its initial level, holders receive $1,000 plus a leveraged upside payment equal to 283.80% of the gain of the worst performing index; for example, a 5% gain would pay $1,141.90 per note. If the worst performing index is between its initial level and its 60% downside threshold, investors receive only the $1,000 principal. If the worst performing index finishes below its downside threshold, principal is reduced 1% for every 1% decline, with no minimum payment; an 85% decline would pay $150. The estimated value on the pricing date is approximately $970.80 per note, reflecting issuance, structuring and hedging costs, and any secondary market is expected to be limited. U.S. federal tax treatment is uncertain and is expected to follow a prepaid financial contract approach.

Morgan Stanley Finance LLC is offering Buffered PLUS notes with a $1,000 stated principal amount per security, linked to the Dow Jones Industrial Average and maturing on August 5, 2031. The notes pay no interest and are fully and unconditionally guaranteed by Morgan Stanley.

At maturity, holders receive leveraged upside of 125% of index gains, capped at a maximum payment of $1,540 per security, return of principal if the index is flat or down less than the 20% buffer, and a 1-for-1 loss beyond the buffer, with a minimum payment of 20% of principal. The estimated value on the pricing date is approximately $947.50 per security, reflecting issuing, selling, structuring and hedging costs and the issuer’s funding rate. Principal is at risk, returns depend solely on the index level on the July 31, 2031 observation date, and investors are exposed to Morgan Stanley’s credit, limited secondary-market liquidity and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC is offering principal-at-risk Callable Contingent Income Securities maturing on January 25, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note pays a 13.50% per annum contingent coupon only when all three underliers—the Nasdaq-100 Technology Sector, Russell 2000 and S&P 500 indices—close at or above their coupon barrier levels on scheduled observation dates.

Both the coupon barrier and downside threshold levels are set at 70% of each index’s initial level. If the notes are not earlier redeemed, investors receive principal back at maturity only if every index finishes at or above its downside threshold; otherwise the payoff is reduced 1% for each 1% decline in the worst-performing index, potentially to zero. Beginning October 27, 2026, the issuer may redeem the notes on specified dates, but only when a risk neutral valuation model indicates early redemption is economically rational for Morgan Stanley. The estimated value on the pricing date is approximately $981.10 per security, below the $1,000 issue price, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Memory Auto-Callable Securities linked to the common stock of International Business Machines Corporation. Each security has a $1,000 stated principal amount and an issue price of $1,000.

The notes pay a contingent coupon at 16.50% per annum, but only when IBM’s closing level on an observation date is at or above a coupon barrier equal to 60% of the initial level. Missed coupons may be paid later if the barrier is subsequently met. The securities are automatically called, starting January 21, 2027, if IBM’s level is at or above 100% of the initial level on specified redemption determination dates, returning principal plus due and previously unpaid coupons.

If not called, at maturity on January 25, 2029, investors receive full principal only if the final IBM level is at or above a downside threshold of 60% of the initial level; otherwise, repayment is reduced 1% for each 1% decline in IBM, potentially to zero. The estimated value on the pricing date is approximately $968 per security, reflecting issuance, selling, structuring and hedging costs. All payments are subject to Morgan Stanley’s credit and limited secondary-market liquidity.

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities, $1,000 principal-at-risk notes due September 2, 2027, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performer of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. The notes pay no interest and have an estimated value on the pricing date of approximately $973.10 per security.

At maturity, if the final level of each index is at or above 75% of its initial level, investors receive the $1,000 stated principal plus a fixed upside payment of $97.50 per security, a 9.75% return, regardless of how much the indices have risen. If any index finishes below its downside threshold, repayment is reduced 1% for every 1% decline of the worst-performing index, with no minimum; the payment can be zero.

The securities are unsecured obligations subject to Morgan Stanley’s credit risk, are not bank deposits and are not insured by the FDIC. Risk factors highlighted include index volatility, limited liquidity, potential conflicts of interest, and uncertain U.S. federal income tax treatment, including possible future changes under Section 871(m) for non-U.S. holders.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities with a stated principal amount of $1,000 per security, linked to Microsoft Corporation common stock and fully guaranteed by Morgan Stanley. The notes mature on July 19, 2028 and are unsecured, principal-at-risk obligations that are not bank deposits or FDIC insured. The original issue price is $1,000, while the estimated value on the pricing date is approximately $976.80 per security, reflecting embedded issuing, selling, structuring and hedging costs.

Investors may receive a 13.00% per annum contingent coupon, paid only if Microsoft’s closing level on an observation date is at or above the coupon barrier and downside threshold of $269.451 (70% of the initial level $384.93). Missed coupons can be “remembered” and paid later if a subsequent observation meets the barrier. The notes are automatically redeemed on specified dates if Microsoft closes at or above the call threshold of $384.93, paying principal plus the applicable coupon and any unpaid coupons, after which no further payments are made. If not called and the final level is below the downside threshold, the maturity payment is reduced in proportion to the decline in the stock, potentially to zero, and all payments remain subject to Morgan Stanley’s credit risk and uncertain tax treatment, including possible 30% U.S. withholding on coupons for certain non-U.S. investors.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Notes due July 29, 2031, fully and unconditionally guaranteed by Morgan Stanley, with a stated principal amount of $1,000 per note. The notes pay a contingent coupon at 11.00% per annum, credited monthly only if on each observation date the closing level of both the iShares Semiconductor ETF (SOXX) and the Roundhill Memory ETF (DRAM) is at or above a coupon barrier set at 60% of its initial level.

The notes may be automatically redeemed on monthly redemption determination dates from July 26, 2027 onward if each underlier is at or above 100% of its initial level, in which case holders receive principal plus the applicable coupon and the notes terminate. If not called, investors receive the $1,000 principal at maturity, plus the final coupon only if both underliers meet the barrier on the final observation date; principal repayment is not reduced by underlier performance but remains subject to the issuer’s and guarantor’s credit.

The structure is based on the worst performing underlier for coupon and call tests, offers no participation in any ETF appreciation, and exposes holders to concentrated risks in semiconductor, memory technology and information technology companies. The estimated value on the pricing date is approximately $972.90 per note, below the $1,000 issue price due to issuance, selling, structuring and hedging costs. The notes will not be listed on any exchange, secondary trading may be limited, and the tax treatment can be complex, including potential treatment as contingent payment debt instruments and considerations under Section 871(m) for non‑U.S. investors.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due September 3, 2027, linked to the common stock of International Business Machines Corporation and fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $983.60.

The notes pay a 17.00% per annum contingent coupon, only when IBM’s closing price on an observation date is at or above a coupon barrier set at 59% of the initial level; missed coupons can be paid later if that barrier is met. The securities are automatically redeemed at par plus applicable coupons, including any previously unpaid coupons, if IBM is at or above 100% of its initial level on specified redemption determination dates beginning January 29, 2027.

If not called, at maturity investors receive par plus any due coupons when IBM’s final level is at or above a downside threshold at 59% of the initial level. If the final level is below that threshold, the repayment is $1,000 multiplied by the IBM performance factor (final level divided by initial level), exposing investors to the full decline of the stock and a possible total loss of principal. The notes are unsecured obligations subject to Morgan Stanley’s credit, may be difficult to sell in the secondary market, and involve complex and uncertain U.S. tax treatment, including potential 30% withholding on coupons for some non-U.S. investors.

Morgan Stanley Finance LLC is issuing principal at risk, auto-callable structured securities due July 24, 2031, 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 $952.40 per security, reflecting issuance, selling, structuring and hedging costs.

The notes pay a contingent coupon at 16.50% per annum, only if the S&P 500 Futures 40% Intraday 4% Decrement VT Index is at or above a coupon barrier level set at 70% of the initial level on the relevant observation date; missed coupons may be paid later if the barrier is met. The notes are automatically redeemed if the index is at or above the call threshold level, equal to 100% of the initial level, on specified redemption determination dates, returning principal plus due and unpaid contingent coupons.

If not redeemed early and at maturity the index is at or above the downside threshold level of 60% of the initial level, investors receive principal plus any payable coupons; otherwise they lose 1% of principal for each 1% decline in the index, up to a total loss. The underlier includes a 4.0% per annum decrement, can employ significant leverage, has limited live history (established August 30, 2024) with prior performance based on hypothetical back-tests, and the securities are subject to Morgan Stanley’s credit risk, limited liquidity, and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Memory Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. Each note has a $1,000 denomination, an issue price of $1,000 and matures on July 22, 2031.

The notes pay a 14.00% per annum contingent coupon, only when the index closes at or above a coupon barrier set at 60% of the initial level; missed coupons can be paid later if the barrier is met. The notes are automatically redeemed if, on scheduled determination dates starting January 19, 2027, the index is at or above 100% of the initial level. If not called, investors receive principal at maturity only if the final index level is at or above the 60% downside threshold; otherwise repayment falls in line with the index decline and can be zero. The estimated value on the pricing date is approximately $949.40 per note, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities maturing July 19, 2029, linked to Netflix, Inc. common stock and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal and pays a contingent coupon at 11.75% per year only when the Netflix share price on an observation date is at or above a coupon barrier set at 60% of the initial level. If, on any redemption determination date starting October 16, 2026, the share price is at or above 100% of the initial level, the notes are automatically redeemed for principal plus the applicable coupon, and no further payments are made.

If the notes are not called and the final Netflix level on July 16, 2029 is at or above the 60% downside threshold, investors receive principal back (plus any final coupon). If the final level is below this threshold, repayment is reduced 1% for each 1% decline in Netflix, potentially to zero. The securities are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley. The estimated value on the pricing date is approximately $966.50 per $1,000 note, reflecting issuance, selling, structuring and hedging costs. U.S. tax treatment is uncertain, and non-U.S. holders may face 30% withholding on coupons.

Morgan Stanley Finance LLC is offering Trigger Participation Securities due January 21, 2028, linked to the S&P 500® Index and fully guaranteed by Morgan Stanley. The notes pay no interest and are principal at risk unsecured obligations.

At maturity, holders receive $1,000 plus an upside amount if the index ends above its initial level, with a maximum payment of $1,215 per security (121.50%) based on a 100% participation rate. If the final index level is at or below the initial level but at or above the downside threshold of 70% of the initial level, investors receive only the $1,000 principal. Below the threshold, repayment is reduced 1% for each 1% index decline, down to zero. The estimated value on the pricing date is approximately $988.50 per security, reflecting structuring and hedging costs. The notes are subject to Morgan Stanley’s credit risk, limited secondary market liquidity, and uncertain U.S. tax treatment, including potential debt characterization.

Morgan Stanley is offering unsecured Fixed Rate Notes due September 20, 2027. Each note has a $1,000 stated principal amount and issue price. Interest accrues from July 20, 2026 at a fixed rate of 4.450% per annum on an Actual/360 basis.

At maturity, holders are scheduled to receive the $1,000 principal per note plus accrued and unpaid interest, subject to Morgan Stanley’s credit risk. The notes are not listed on any exchange, and secondary market liquidity may be limited. The estimated value on the pricing date is expected to be about $997.30 per note, lower than the issue price because it excludes issuing, selling, structuring and hedging costs borne by investors. Proceeds are intended for general corporate purposes. For U.S. federal income tax purposes, the notes are expected to be treated as debt issued with original issue discount.

Morgan Stanley plans to issue multiple tranches of Global Medium‑Term Notes, Series I senior notes, including floating‑rate notes due 2029 and fixed/floating‑rate notes due 2029, 2032 and 2037, all denominated in U.S. dollars and issued in minimum denominations of $1,000.

Interest is tied to Compounded SOFR, calculated from the SOFR Index over a backward‑shifted observation period, plus a spread, with a zero percent interest floor. The fixed/floating tranches pay a fixed coupon initially, then switch to SOFR‑based floating rates with semiannual payments during fixed periods and quarterly payments during floating periods.

The notes are senior unsecured obligations with extensive issuer call rights, including make‑whole redemptions starting in 2027 and par redemptions on specified dates before maturity and thereafter, creating reinvestment and call risk for investors. The risk disclosures emphasize the limited history and potential discontinuation of the SOFR Index, possible benchmark replacements determined by Morgan Stanley or its designee, price volatility, lack of any change‑of‑control put, EEA and UK retail distribution restrictions, and tax treatment as variable rate debt instruments.

Morgan Stanley Finance LLC is offering market-linked, principal-at-risk notes linked to the iShares Semiconductor ETF, maturing July 26, 2028 and fully guaranteed by Morgan Stanley. Each security has a $1,000 face amount and pays a contingent coupon at a rate of at least 21.10% per year, but only for months when the ETF’s closing price is at or above 60% of the initial level.

After an initial six‑month non‑call period, the notes are automatically called on a monthly observation date if the ETF closes at or above the starting price, returning $1,000 plus the applicable coupon. If not called, principal repayment at maturity depends on the final ETF level: investors receive $1,000 only if the ending price is at or above the 60% downside threshold; otherwise, repayment is reduced in full proportion to the ETF’s decline, with losses of more than 40% and up to 100% of principal possible.

The price to the public is $1,000 per security, including selling and structuring costs that result in an estimated value of about $963.70 on the pricing date. The notes lack principal protection, may make no coupon payments, have limited or no secondary market liquidity, and all payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Auto-Callable Securities due July 24, 2031, unsecured notes fully and unconditionally guaranteed by Morgan Stanley and linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $910.40 per security, reflecting costs of issuing, selling, structuring and hedging.

The notes pay a 12.35% per annum contingent coupon on scheduled coupon payment dates only when the underlier’s closing level on the related observation date is at or above 70% of its initial level. Missed coupons can be paid later if a future observation date meets the barrier. Beginning January 21, 2027, the notes are automatically redeemed if on any redemption determination date the underlier is at or above 100% of its initial level, returning principal plus the current coupon and any previously unpaid coupons, after which no further payments are made.

If the notes are not called and on the final observation date the underlier is at or above 60% of its initial level, investors receive the full principal plus any due contingent coupon. If the final level is below 60%, repayment is reduced 1% for each 1% decline in the underlier, so the maturity payment can be significantly less than $1,000, including zero. All payments are subject to Morgan Stanley’s credit risk. U.S. tax treatment is uncertain; non-U.S. holders may face 30% withholding on coupons, with no additional amounts paid in respect of such withholding.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $4,120,000 of Jump Securities with an auto-callable feature due July 15, 2031. Each unsecured, principal-at-risk note has a $1,000 stated principal amount and pays no periodic interest.

The return depends on the worst performer of the Dow Jones Industrial Average and the S&P 500 Index. From October 12, 2026, the notes are automatically redeemed on set dates if both indices are at or above their initial levels, paying fixed early redemption amounts that target roughly 12% per year, after which no further payments occur.

If not called, at maturity investors receive principal plus 100% of any gain in the worst index if both finish above initial levels, principal only if both stay at or above 75% of initial, or a 1-for-1 loss with the worst index below that barrier, potentially losing the entire investment. The estimated value on the pricing date is $969.30 per note, below the issue price, and all payments are subject to Morgan Stanley credit risk.

Morgan Stanley Finance LLC is offering $65,795,000 of Leveraged Buffered S&P 500 Index‑Linked Notes due August 11, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and the principal is at risk, with returns linked to the S&P 500 Index.

At maturity, investors receive 150% of any positive index return, capped at a Maximum Settlement Amount of $1,151.50 per $1,000 Face Amount. If the index is down, losses are 1% for each 1% decline up to a 10% loss, and beyond a 20% decline losses increase at 112.5% of further downside, exposing investors to a possible total loss. The Initial Underlier Level is 7,482.71. The estimated value on the trade date is $988.70 per note, below the $1,000 Original Issue Price due to issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are unsecured, not listed, and subject to the credit risk of MSFL and Morgan Stanley, with limited and discretionary secondary market making by Morgan Stanley & Co.

Morgan Stanley Finance LLC is offering $2,130,000 of Buffered Jump Securities with Auto-Callable Feature and Downside Factor due July 13, 2028, linked to the Global X Defense Tech ETF and fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of $983.60.

The notes pay no interest. They auto-call on July 23, 2027 if the ETF closes at or above the $61.19 call threshold, returning $1,149.50 per $1,000 note. If held to maturity and not called, holders receive 125% participation in upside when the final level exceeds the $61.19 initial level, return of principal if it stays at or above the $52.012 buffer level, and leveraged losses of 1.1765% for each 1% decline beyond the 15% buffer, with no minimum repayment. All payments depend on Morgan Stanley’s credit, and secondary-market liquidity and tax treatment are uncertain.

Morgan Stanley Finance LLC is offering U.S. dollar-denominated digital equity‑linked notes tied to TPG Inc. Class A common stock, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 face amount, pays no interest, and is expected to mature roughly 13–15 months after pricing.

At maturity, if TPG’s final share price is at least 80% of the initial level, investors receive a fixed cash payment equal to the Maximum Settlement Amount, expected between $1,210.80 and $1,248.00 per note (121.08%–124.80% of face). If TPG declines by more than 20%, the payoff falls according to a formula using a 125% buffer rate and can drop to zero, so principal is fully at risk.

The public offering price is $1,000 per note, including a 1.08% sales commission, with $989.20 per note to the issuer. Morgan Stanley estimates the initial economic value at about $972.70 per note, reflecting structuring and hedging costs and an internal funding rate. The notes are unsecured, unlisted, have no early redemption, and depend on Morgan Stanley’s credit and any secondary market making.

Morgan Stanley Finance LLC is issuing Fixed Income Auto-Callable Securities due August 13, 2027, linked to the common stock of NVIDIA Corporation and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays a fixed coupon at 12.75% per annum, with monthly payments.

The notes may be automatically redeemed starting January 8, 2027 if NVIDIA’s closing level is at or above the $210.96 call threshold (100% of the initial level), returning principal plus the coupon for that period. If not called, and on the August 10, 2027 observation date the final level is at or above the $126.576 downside threshold (60% of the initial level), investors receive full principal plus the final coupon. If the final level is below the downside threshold, principal is reduced 1% for each 1% decline in the underlier, potentially to zero, though the final coupon is still paid.

The securities are principal at risk, unsecured obligations of MSFL, subject to Morgan Stanley’s credit, and are not FDIC insured. The aggregate principal amount is $1,776,000, offered at $1,000 per security, with an estimated value on the pricing date of $990.80 per security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing market-linked notes due January 13, 2028 based on the worst performing of the Nasdaq-100 Index and the S&P 500 Index. Each note has a $1,000 principal amount, with $250,000 aggregate principal offered.

The notes pay no interest. At maturity, if both indices finish above their initial levels (29,825.11 for NDX and 7,575.39 for SPX), holders receive principal plus 100% of the worst index’s gain, capped at a maximum $1,114.50 per note. If either index is at or below its initial level, holders receive only the $1,000 principal, so upside is limited while principal is returned only at maturity.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk, are not listed on any exchange, and may trade at a discount; the initial estimated value is $985.40 per $1,000 note. They are expected to be treated as contingent payment debt instruments for U.S. tax purposes, requiring accrual of taxable interest income over the term.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $1,260,000 of Callable Contingent Income Securities due July 15, 2031, linked to the worst performing of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the VanEck Semiconductor ETF. Each note has a $1,000 stated principal amount and issue price.

The notes pay a 26.00% per annum contingent coupon on scheduled payment dates only when all three underliers close at or above their coupon barrier levels, set at 75% of initial levels. Principal repayment is not guaranteed: if, at maturity, any underlier is below its downside threshold level, set at 60% of its initial level, and the notes have not been called, repayment is reduced in proportion to the worst underlier’s decline, potentially to zero.

Beginning January 14, 2027, the issuer may redeem the notes in whole on specified redemption dates at par plus any due coupon, but only if a risk neutral valuation model indicates redemption is economically rational for the issuer. The estimated value on the pricing date is $976.60 per security, below the $1,000 issue price, and all payments are subject to Morgan Stanley’s credit risk and limited secondary-market liquidity.

Morgan Stanley Finance LLC is offering Variable Income Auto-Callable Notes due July 15, 2031, fully and unconditionally guaranteed by Morgan Stanley. The notes are issued at $1,000 per note, with an aggregate principal amount of $703,000, and reference the worst-performing of Palantir (PLTR), Micron (MU) and Oracle (ORCL) common stocks.

Monthly coupons vary between 0.25% and 12.50% per annum$1,000 principal at maturity plus the applicable final coupon, all subject to the credit risk of MSFL and Morgan Stanley. The notes are not listed, have an estimated value of $924.10 per note, and include a $47.50 sales commission per $1,000 note, so secondary prices may be below issue price.

Morgan Stanley Finance LLC is offering $588,000 of Callable Contingent Income Securities due July 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each unsecured note has a $1,000 stated principal amount and is linked to the worst performer of the S&P 500® Index, the State Street® Energy Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional Banking ETF.

Investors may receive a 12.40% per annum contingent coupon, paid only when all three underliers close at or above their coupon barrier levels (70% of initial levels) on the relevant observation date. Principal is at risk: if, at maturity, any underlier finishes below its downside threshold (also 70% of its initial level), the repayment equals $1,000 multiplied by the performance of the worst underlier, potentially resulting in a total loss.

Beginning January 14, 2027, the issuer may redeem the notes on specified dates for principal plus any due coupon, but only if a risk neutral valuation model indicates calling is economically rational for the issuer. The notes are not deposits or FDIC-insured, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is $965.40 per note, below the $1,000 issue price, reflecting structuring and hedging costs and the issuer’s funding rate.

Morgan Stanley Finance LLC is offering $660,000 of Dual Directional Buffered PLUS notes linked to the Nasdaq-100 Index, fully and unconditionally guaranteed by Morgan Stanley. The notes mature on July 15, 2031, pay no interest and are principal-at-risk unsecured obligations.

If the index finishes above its initial level of 29,825.11, holders receive $1,000 plus 110% of the index gain, capped at $1,850 per note. If the index is flat or down by up to 20%, investors earn a positive absolute return on that move, up to a 20% gain. Below the 80% buffer level of 23,860.088, principal is lost one-for-one beyond the buffer, with a minimum payout of 20% of principal.

The estimated value on the July 10, 2026 pricing date is $976.90 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding advantage. Returns depend on Morgan Stanley’s credit, limited secondary liquidity, index volatility, and complex, uncertain U.S. tax treatment.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Callable Contingent Income Memory Securities due July 13, 2029, at $1,000 per note, for an aggregate principal amount of $872,000. The notes are unsecured and principal at risk, with all payments subject to Morgan Stanley’s credit.

The notes pay a 16.50% per annum contingent coupon, with missed coupons potentially paid later, but only when both the iShares Expanded Tech-Software Sector ETF (IGV) and VanEck Semiconductor ETF (SMH) close on an observation date at or above coupon barriers set at 60% of initial levels ($55.45 for IGV; $366.62 for SMH).

If the notes are not redeemed early and both ETFs finish at or above 60% downside thresholds at maturity, investors receive full principal plus any due coupons; otherwise the payoff scales with the loss of the worst-performing ETF and can be zero. The issuer may call the notes in whole on scheduled redemption dates from July 16, 2027, based on a risk neutral valuation model that favors economically rational redemptions for the issuer. The estimated value is $975.60 per $1,000, reflecting issuing and hedging costs, and the notes may have limited liquidity and uncertain U.S. tax treatment, including potential 30% withholding on coupons for some non-U.S. investors.

Morgan Stanley Finance LLC is offering $4,792,000 of Enhanced Trigger Jump Securities due August 13, 2027, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performing of the Russell 2000® Index and the S&P 500® Index and are issued at $1,000 per security, with an estimated value of $995.00 on the pricing date.

At maturity, if the final level of each index is at or above 70% of its initial level, investors receive the $1,000 stated principal amount plus a fixed $100 upside payment. If either index finishes below its downside threshold level, the repayment equals $1,000 multiplied by the performance factor of the worst performing index, producing a 1% loss of principal for each 1% decline and no minimum payment, so the entire investment can be lost. The securities pay no interest, may be illiquid, and all payments depend on the creditworthiness of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is offering $11,187,000 of Contingent Income Auto-Callable Securities due January 13, 2028, fully and unconditionally guaranteed by Morgan Stanley. These unsecured notes are linked to the worst performer of the EURO STOXX 50®, Nasdaq-100 Index® and Russell 2000® and expose investors to principal loss.

The securities pay a contingent coupon at 11.20% per annum only if on each observation date all three indices close at or above 75% of their initial levels; otherwise no coupon is paid for that period. Starting October 12, 2026, the notes are automatically redeemed if each index is at or above 100% of its initial level, returning the $1,000 principal per note plus the applicable coupon. If not called and at maturity any index is below 70% of its initial level, the repayment is reduced in proportion to the worst-performing index and can fall to zero. The issue price is $1,000 per security with an estimated value of $980.40, reflecting commissions, structuring and hedging costs, and all payments depend on Morgan Stanley’s and MSFL’s creditworthiness.

Morgan Stanley Finance LLC is offering $262,000 of Variable Income Auto-Callable Notes due July 16, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note pays a variable coupon tied to the worst performer of Alphabet class C, Meta class A and Microsoft common stock.

On each observation date, if every stock closes at or above its coupon barrier (80% of its initial level), investors receive a higher annual coupon of 7.80%; if any is below its barrier, only a 0.25% annual coupon is paid for that period. Beginning July 2027, if all three stocks are at or above 100% of their initial levels on a redemption determination date, the notes auto-call for par plus the higher coupon, ending further payments. If not redeemed early, the notes pay the stated principal amount at maturity plus the applicable variable coupon for the final period.

The notes are unsecured obligations of MSFL, subject to Morgan Stanley’s credit risk, and are not listed on any exchange, so secondary liquidity may be limited. The estimated value on the pricing date is $973.30 per note, below the $1,000 issue price, reflecting structuring, hedging and distribution costs. Key risks include the possibility of receiving only the lower coupon for much or all of the term, early redemption reinvestment risk, sensitivity to the worst-performing stock, potential adverse tax treatment and exposure to changes in Morgan Stanley’s credit spreads.

Morgan Stanley Finance LLC is issuing Buffered Jump Securities with Auto-Callable Feature due July 15, 2031, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. The notes have a $1,000 stated principal amount, an $866,000 aggregate principal amount and pay no interest, and are fully and unconditionally guaranteed by Morgan Stanley.

Starting July 13, 2027, if the index closing level is at or above the call threshold of 1,363.92 (100% of the initial level) on a determination date, the notes are automatically redeemed for a cash amount corresponding to a return of about 17.00% per annum, from $1,170.00 up to $1,835.833 per security, with no further payments. If never called and the final level is at or above the threshold, holders receive $1,850.00 per security; if between the threshold and the buffer level of 1,091.136 (80%), only principal is returned. Below the buffer, repayment is reduced 1% for each 1% index decline beyond the 20% buffer, subject to a minimum of 20% of principal.

The estimated value on the pricing date is $904.20 per note, below the issue price due to structuring, hedging and distribution costs and the issuer’s funding rate. Payments depend on Morgan Stanley’s and MSFL’s credit and on a complex, leveraged, volatility-targeted decrement index with limited operating history, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering $500,000 aggregate principal amount of Step-Down Jump Securities with Auto-Callable Feature, at $1,000 per security, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index and fully guaranteed by Morgan Stanley.

The notes may be automatically redeemed on one of 48 determination dates if the index closes at or above a declining call threshold, paying fixed cash amounts from $1,176 to $1,865.333 per security, implying about 17.60% per annum, after which no further payments are due.

If not redeemed and the final index level is at least the downside threshold level of 2,156.034 (60% of the initial level 3,593.39), investors receive $1,880 per security; otherwise they receive $1,000 × (final level / initial level), exposing them to full downside, potentially to zero. The estimated value on the pricing date is $942.60 per security, below the issue price, reflecting issuing, selling, structuring and hedging costs. Payments depend on the credit of MSFL and Morgan Stanley, the underlier is subject to a 4.0% per annum decrement and leverage, liquidity may be limited, and tax treatment is uncertain.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2031, fully and unconditionally guaranteed by Morgan Stanley, with a $1,000 stated principal per note and an aggregate offering of $2,677,000. The notes are linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and are principal-at-risk securities.

The notes offer a 12.25% per annum contingent coupon, paid only when the index closes on an observation date at or above the coupon barrier level of 1,091.136 (80% of the initial level). Missed coupons may be paid later if a future observation meets the barrier, but unpaid coupons are forfeited if the barrier is never reached.

The notes are automatically callable starting July 12, 2027 if the index is at or above the call threshold of 1,363.92 (100% of the initial level), returning principal plus applicable coupons. If held to maturity and the final level is at or above the buffer level of 1,159.332 (85% of initial), holders receive principal back; below that, principal is reduced 1% for each 1% drop beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The estimated value on the pricing date is $899.70 per security, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, may have limited or no secondary market, and involve complex U.S. tax and withholding considerations, particularly for non-U.S. investors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $130,000 of principal-at-risk structured notes, each with a $1,000 denomination, maturing on July 15, 2031 and linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index.

The notes pay an 11.00% per annum contingent coupon only when the index is at or above the coupon barrier of 2,695.043 (75% of the 3,593.39 initial level) on observation dates, with unpaid coupons potentially paid later if the barrier is met. Starting January 11, 2027, they auto-call monthly if the index is at or above the call threshold of 3,593.39, returning principal plus due coupons. If held to maturity and the index is at or above the buffer level of 3,054.382 (85% of initial), investors receive principal back; below that, principal is reduced 1% for each 1% decline beyond the 15% buffer, but not below a minimum payment of 15% of principal.

Investors do not participate in any index appreciation and bear the credit risk of MSFL and Morgan Stanley. The underlier is a relatively new, rules-based S&P 500 futures index with a 4% per annum decrement, leverage and volatility-targeting features, which can drag performance. The estimated value on the pricing date is $912.90 per note, below the $1,000 issue price, reflecting structuring, hedging and distribution costs and the issuer’s funding rate, and secondary market liquidity may be limited. U.S. tax treatment is uncertain, and non-U.S. holders may face 30% withholding on coupons without additional payments.

Morgan Stanley Finance LLC is offering $75,892,000 of Contingent Income Auto-Callable Securities due July 13, 2029, linked to Micron Technology, Inc. common stock and fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay a contingent quarterly coupon at an annual rate of 27.20% (about $68 per $1,000 per quarter) only when the underlying share price is at or above the downside threshold price of $391.72, which is 40% of the $979.30 initial share price.

If on any of the first eleven determination dates Micron’s share price is at or above the initial share price, the notes are automatically redeemed at par plus the current and any previously unpaid coupons, ending further payments. If not called, at maturity investors receive par plus due coupons only if the final share price is at or above the downside threshold; otherwise, repayment of principal is reduced 1-for-1 with the stock’s decline, potentially to zero. The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, with an estimated value on the pricing date of $965.60 per $1,000, reflecting structuring, distribution and hedging costs and the issuer’s funding spread.

Morgan Stanley Finance LLC is offering $2,619,000 of auto-callable Jump Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index, each security having a $1,000 stated principal amount and fully guaranteed by Morgan Stanley.

The notes pay no interest and may be automatically redeemed on July 19, 2027 for $1,233.50 per security if all three indices are at or above their initial levels on July 14, 2027. Otherwise, at July 13, 2029 maturity investors receive principal plus a 175% participation in the gain of the worst-performing index if all are above initial, only principal if all remain at or above 70% of initial, and a loss of 1% of principal for each 1% decline of the worst performer below that 70% downside threshold, potentially losing the entire investment. The estimated value on the pricing date is $972.40 per security, below the $1,000 issue price, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing $2,069,000 of principal-at-risk Contingent Income Memory Buffered Auto-Callable Securities due July 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 10.00% annual contingent coupon only when the index closes at or above the 75% coupon barrier on scheduled observation dates; missed coupons may be “remembered” and paid later if the barrier is met. Starting July 2027, the notes auto-call at par plus any due coupons if the index is at or above 90% of its 1,363.92 initial level.

If held to maturity and the final index level is at least the 85% buffer level (1,159.332), investors receive full principal; below that, repayment is reduced 1% for each 1% further decline, with a minimum payment of 15% of principal. The estimated value is $901.60 per note, below issue price, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering $506,000 of Buffered Participation Securities linked to the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. The notes are issued in $1,000 denominations, pay no interest, and are scheduled to mature on July 15, 2030.

The payoff depends solely on the S&P 500 closing level on July 10, 2030. If the index ends above its initial level of 7,575.39, holders receive principal plus 100% of the gain, capped at a maximum of $1,455 per note. If the index finishes between 70% and 100% of its initial level, principal is returned; below 70%, principal is reduced one-for-one with further declines, but not below 30% of principal.

All payments are subject to Morgan Stanley’s credit risk, and there may be limited or no secondary market. The estimated value on the pricing date is $973.10 per $1,000 note, reflecting issuing, structuring and hedging costs and the issuer’s funding rate. For U.S. tax purposes, counsel considers it reasonable to treat the notes as prepaid financial contracts, though the ultimate tax consequences remain uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Contingent Income Auto-Callable Securities due July 13, 2029 linked to Blackstone Inc. common stock. Each note has a stated principal of $1,000 and the aggregate principal amount is $5,936,000.

Investors may receive a 15.50% per annum contingent coupon only when the underlier’s closing level on an observation date is at or above the coupon barrier of $73.854, 60% of the $123.09 initial level. The notes are automatically redeemed at par plus any coupon if the underlier is at or above the call threshold of $123.09 on specified redemption determination dates.

If not called, principal is repaid at maturity only when the final underlier level is at or above the $73.854 downside threshold; otherwise, repayment is reduced in proportion to the underlier’s decline and can be zero. These unsecured, principal-at-risk obligations have an estimated value of $971.20 per $1,000 note, with $20 per note in selling commissions.

Morgan Stanley Finance LLC is offering $301,000 of S&P 500-linked Buffered Jump Securities due October 14, 2027, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 principal-at-risk note pays no interest.

At maturity, if the S&P 500 final level is at or above the initial level of 7,575.39, holders receive principal plus a fixed upside payment of $117.50 per security (11.75% of principal). If the final level is below the initial level but at or above the 15% buffer level of 6,439.082, holders receive only principal. Below the buffer, principal is reduced 1% for each 1% index decline beyond 15%, subject to a minimum payment of 15% of principal; for example, a 95% index decline would pay $200 per security.

The estimated value on the pricing date is $990.60 per security, reflecting issuance, structuring and hedging costs borne by investors. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, may have limited or no secondary-market liquidity, and involve complex valuation and U.S. federal tax uncertainties.

Morgan Stanley Finance LLC is offering $1,090,000 of Buffered Participation Securities due July 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. The $1,000-denomination, principal-at-risk notes pay no interest and their return depends on the worst performer among Invesco QQQ, State Street Technology Select Sector SPDR ETF and Vanguard Information Technology ETF.

At maturity, holders receive principal plus 100% of any gain in the worst-performing fund, capped at a maximum payment of $2,000 per security. A 30% buffer protects against moderate losses; below the buffer, principal declines 1% for each additional 1% drop in the worst performer, with a minimum payment of 30% of principal. The notes are unsecured and subject to the credit risk of Morgan Stanley and MSFL, limited liquidity, an estimated value of $988.70 per $1,000 note, concentration in technology and information-technology sectors, and complex, uncertain U.S. tax treatment, including potential “constructive ownership” and Section 871(m) considerations.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $1,256,000 of Buffered Jump Securities with Auto-Callable Feature due July 13, 2029, linked to the worst of the Russell 2000 Index and S&P 500 Index. These unsecured notes pay no interest and expose principal to market and credit risk.

The notes may be automatically redeemed on July 21, 2027 if both indices are at or above their initial levels, paying $1,170.50 per $1,000 and ending the investment. If held to maturity and both final index levels exceed their initials, investors receive principal plus 100% of the gain of the worse-performing index; if either finishes between its initial and 85% buffer level, principal is returned. Below the 15% buffer, the maturity payment falls 1% for each additional 1% decline in the worst index, with a minimum of 15% of principal.

The issue price is $1,000 per security versus an estimated value of $981.80, reflecting issuing, structuring and hedging costs. Liquidity may be limited, valuations rely on Morgan Stanley models, and all payments depend on Morgan Stanley’s and MSFL’s ability to meet their obligations.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due January 13, 2028, linked to the Class A common stock of Palantir Technologies Inc., in an aggregate principal amount of $354,000. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of $954.70, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes pay a 17.80% per annum contingent coupon on scheduled coupon payment dates only if Palantir’s closing stock price on the related observation date is at or above the coupon barrier level of $76.074, equal to 60% of the initial level of $126.79. Beginning on October 16, 2026, the issuer may redeem the notes in whole on specified redemption dates for principal plus any due coupon if a risk neutral valuation model indicates that redemption is economically rational for Morgan Stanley compared to continuing the notes.

If the notes are not redeemed and, on the January 10, 2028 final observation date, Palantir’s stock is at or above the downside threshold of $63.395 (50% of the initial level), investors receive the stated principal amount at maturity plus any final contingent coupon. If the final level is below this threshold, the maturity payment equals principal multiplied by the performance factor (final level divided by initial level), so repayment falls in proportion to the stock’s decline and can be reduced to zero. All payments are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and are subject to the credit risk of both entities.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering $853,000 of Buffered Jump Securities with an auto-callable feature due July 15, 2031, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index.

Investors pay $1,000 per note (estimated value $899.50) and receive no interest. Starting July 13, 2027, the notes are automatically redeemed if the index closing level is at least the call threshold of 1,159.332 (85% of the initial level 1,363.92), for fixed early redemption payments corresponding to about 10.75% per annum, from $1,107.50 up to $1,528.542 per note.

If not called and the final index level is at or above the 15% buffer level, holders receive a fixed $1,537.50 per note; otherwise principal falls 1% for each 1% index decline beyond the buffer, with a minimum repayment of 15% of principal. The notes carry full issuer credit risk, limited secondary-market liquidity, exposure to a relatively new, leveraged, volatility-targeted index with a 4% annual decrement, and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC is issuing Buffered PLUS notes linked to the Russell 2000 Index in an aggregate principal amount of $569,000, with each security having a stated principal amount of $1,000 and maturing on August 13, 2027.

The notes pay no interest. If the index finishes above the initial level of 2,977.805, investors receive principal plus 110% of the index gain, capped at a maximum payment of $1,212.50 per security. If the final level is between the initial level and the buffer level of 2,680.025 (a 10% buffer), investors receive only principal. Below the buffer, investors lose 1% of principal for each 1% further index decline, but not less than 10% of principal at maturity.

The securities are unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is $990.80 per security, reflecting issuing, selling, structuring and hedging costs and potentially lower secondary market prices.

Morgan Stanley Finance LLC is offering Dual Directional Buffered PLUS notes with an aggregate principal amount of $1,500,000, in $1,000 denominations, fully and unconditionally guaranteed by Morgan Stanley. These unsecured principal-at-risk notes pay no interest and are linked to the common stock of Micron Technology, Inc.

If Micron’s final stock level exceeds the $948.80 initial level, holders receive principal plus 300% of the price increase, capped at a maximum maturity payment of $1,230 per note (123% of principal). If the final level is at or below the initial level but at or above the $806.48 buffer level (85% of initial), holders receive principal plus a positive return matching the stock’s percentage decline, effectively capped at a 15% gain.

If the final level is below the buffer, the payoff equals principal multiplied by the performance factor plus the 15% buffer amount, so investors lose 1% of principal for each 1% decline beyond the buffer, subject to a minimum payment of 15% of principal. The estimated value on the pricing date is $982.90 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs. The notes are subject to the credit risk of MSFL and Morgan Stanley and may have limited secondary market liquidity.

Morgan Stanley Finance LLC is offering $5,508,000 of Buffered Jump Securities with an auto-call feature due July 13, 2028, linked to NVIDIA Corporation common stock and fully guaranteed by Morgan Stanley. Each security has a $1,000 principal amount and an original issue price of $1,000.

The notes pay no interest and are principal-at-risk. They auto-redeem on July 28, 2027 for $1,215 per security if NVIDIA’s closing level on July 23, 2027 is at or above the initial level of $210.96. If held to maturity and NVIDIA is at or above this initial level, holders receive $1,000 plus the greater of a fixed $430 upside payment or 100% of the stock’s gain.

A 25% buffer protects principal down to a buffer level of $158.22; below this, losses are magnified at a 1.3333x downside factor and the maturity payment can fall to zero. The estimated value on the pricing date is $990.60 per security, reflecting embedded costs. All payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering $1,374,000 of Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2031, at $1,000 per security, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and fully and unconditionally guaranteed by Morgan Stanley.

Holders may receive a 9.35% per annum contingent coupon, paid only if the index closes at or above the 60% coupon barrier (818.352) on each observation date; missed coupons may be paid later if the barrier is met. The notes auto-call at par plus due coupons if the index is at or above its 100% call threshold (1,363.92) on specified monthly redemption determination dates starting July 12, 2027.

If not called and the final index level is at or above the 85% buffer level (1,159.332), investors receive principal back plus any due coupons; below that, they lose 1% of principal for each 1% further index decline, subject to a minimum payment at maturity of 15% of principal. The securities are unsecured, subject to Morgan Stanley’s credit risk, may have little or no secondary market, and have an estimated value on the pricing date of $898.50 per $1,000 due to issuance, selling, structuring and hedging costs.