Morgan Stanley 424B Filings

Morgan Stanley Finance LLC is issuing $750,000 of Digital Equity-Linked Notes due August 12, 2027, linked to ServiceNow, Inc. common stock and fully guaranteed by Morgan Stanley. The notes pay no interest and are unsecured, principal-at-risk obligations.

For each $1,000 note, if ServiceNow’s final share price is at least 85% of the $107.71 initial level (threshold $91.5535), investors receive a capped $1,394.30 (139.43% of face). Below that threshold, repayment falls linearly using a 117.65% buffer rate, so a large decline can result in total loss of principal.

The price to public is $1,000 per note, with a dealer commission of $10.90 and estimated fair value of $977.00 on the trade date, reflecting issuing, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes will not be listed, and any secondary market may be limited and affected by Morgan Stanley’s credit, hedging and trading activities.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is issuing Trigger Autocallable Notes linked to the Nasdaq-100 Index® with a $10 principal amount per Security and a 5-year term, subject to quarterly automatic call starting July 26, 2027.

If on any Observation Date the index closes at or above the Initial Level, the notes are automatically called and pay $10 plus a fixed Call Return based on a 10.30%–11.00% per-annum Call Return Rate, following a preset schedule up to a 51.500% Call Return at maturity. Investors do not participate in any additional index appreciation.

If the notes are not called and the Final Level is at or above 75% of the Initial Level (the Downside Threshold) but below the Initial Level, investors receive only principal. If the Final Level is below the Downside Threshold, repayment equals $10 × (1 + Underlying Return), exposing holders to the index’s full decline and potentially a total loss. The notes pay no interest, may have limited or no secondary liquidity, carry full issuer and guarantor credit risk, and have an estimated value of about $9.643 per Security versus the $10 Issue Price.

Morgan Stanley Finance LLC is offering S&P 500-linked Buffer Autocallable Securities due July 31, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $10 principal amount, a 5-year term and no interest or dividend payments; returns depend on S&P 500® Index performance.

The notes are automatically called if, on August 4, 2027, the index closes at or above the Autocall Barrier set at 100% of the Initial Level, paying principal plus a fixed Call Return between 9.00% and 10.65%, after which no further upside is available. If not called, positive index returns at maturity are passed through one-for-one via Upside Gearing of 1.00.

Principal exposure is buffered by a 20% Buffer observed only at maturity: if the index is down 20% or less, investors receive full principal; below the 80% Downside Threshold, losses increase 1% for each additional 1% index decline, up to an 80% loss of principal. The securities are unsecured, not FDIC-insured obligations subject to Morgan Stanley’s credit risk. Estimated value on the trade date is approximately $9.673 per $10 note, reflecting structuring, hedging costs and dealer compensation.

Morgan Stanley Finance LLC is offering $2,161,000 of principal-at-risk Jump Securities with Auto-Callable Feature due July 15, 2031, linked to the S&P 500® Futures Excess Return Index and fully and unconditionally guaranteed by Morgan Stanley.

The notes have a $1,000 stated principal amount, pay no interest and may be automatically redeemed on July 16, 2027 for an early redemption payment of $1,200 per security if the index is at or above the 606.46 call threshold. If held to maturity and the final index level exceeds 606.46, investors receive principal plus 150% of the index gain; if the final level is between 424.522 and 606.46, they receive only principal; below 424.522, repayment is reduced in proportion to the index decline and can fall to zero.

The estimated value on the pricing date is $979.30 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and issuer economics. All payments depend on Morgan Stanley and MSFL credit, market value may be limited, and U.S. federal income tax treatment is complex and uncertain.

Morgan Stanley Finance LLC is offering $1,210,000 aggregate principal amount of Buffered Performance Leveraged Upside Securities linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 denomination, matures on August 13, 2027, pays no interest, and is principal-at-risk.

At maturity, investors receive $1,000 plus 110% of any index gain, capped at a maximum payment of $1,146 per note. If the index is flat or down to 10% below the initial level of 7,575.39, repayment is at par. Below the 10% buffer (buffer level 6,817.851), principal is reduced 1% for each additional 1% index decline, subject to a minimum payment of 10% of principal.

The notes are unsecured obligations of MSFL, guaranteed on an unsecured basis by Morgan Stanley, so all payments depend on their credit. The estimated value on the pricing date is $990.40 per note, below the issue price, reflecting issuing, selling, structuring and hedging costs. Liquidity may be limited, tax treatment is uncertain, and the securities are sold through Morgan Stanley & Co. to fee-based advisory accounts without sales commissions.

Morgan Stanley Finance LLC is issuing $705,000 of Enhanced Trigger Jump Securities, $1,000 principal amount each, due October 14, 2027 and fully guaranteed by Morgan Stanley. The notes pay no interest and are linked to the worst performer of AMD, Broadcom and Palantir Class A common stock.

At maturity, each note pays $1,474 (principal plus a fixed $474 upside payment) if the final level of every stock is at or above 50% of its initial level. Otherwise, repayment equals $1,000 multiplied by the performance factor of the worst-performing stock, with no minimum payment, so principal can be lost in full. The estimated value on the July 10, 2026 pricing date is $970.60 per note, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. The securities are unsecured, subject to Morgan Stanley credit risk, and any secondary market is expected to be limited.

Morgan Stanley Finance LLC is offering $407,000 of Contingent Income Memory Auto-Callable Securities due July 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 principal amount and is linked to the worst performing of Micron, Amazon and Shopify shares.

The note pays a 23.00% per annum contingent coupon only if, on each observation date, all three underliers are at or above their coupon barriers set at 50% of initial levels; missed coupons may be paid later if conditions are met. From July 2027, the note auto-calls if all underliers are at or above 100% of initial levels, returning principal plus due coupons. If not called, principal is repaid at maturity only if each underlier finishes at or above its downside threshold or any finishes at or above its initial level; otherwise, maturity value is reduced 1% for each 1% decline in the worst performer and can fall to zero.

The securities are unsecured, subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, are not bank deposits and are not FDIC insured. The estimated value on the pricing date is $908.30 per $1,000, reflecting structuring and hedging costs, and secondary market liquidity and U.S. tax treatment, particularly for non-U.S. investors, are described as uncertain.

Morgan Stanley Finance LLC is offering $369,000 of Callable Contingent Income Buffered Securities due July 13, 2028, linked to the worst performing of the iShares Silver Trust and the SPDR Gold Trust, fully and unconditionally guaranteed by Morgan Stanley and issued in $1,000 denominations.

The notes can pay a 12.75% per annum contingent coupon when on each observation date both underliers close at or above their coupon barrier levels, set at 70% of initial levels ($37.765 for SLV and $263.907 for GLD). If either closes below its barrier, no coupon is paid for that period. Beginning January 14, 2027, the issuer may redeem the notes on scheduled redemption dates for principal plus any due coupon if a risk neutral valuation model indicates calling is economically rational for the issuer.

At maturity, if not redeemed and each underlier’s final level is at least its buffer level (80% of initial; $43.16 for SLV and $301.608 for GLD), investors receive principal plus any final coupon. Otherwise, repayment is reduced 1% for every 1% decline in the worst underlier beyond the 20% buffer, subject to a minimum payment equal to 20% of principal. The estimated value on the July 10, 2026 pricing date is $978.90 per $1,000 note, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering $3,248,000 of Buffered Jump Securities with Auto-Callable Feature due July 15, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security 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 may auto-call quarterly from July 13, 2027 if the index is at or above the call threshold of 1,227.528 (90% of the 1,363.92 initial level), paying escalating early redemption amounts corresponding to about 13.25% per annum. If held to maturity and not called, investors receive $1,662.50 per security if the final level is at or above the call threshold, principal only if between the 15% buffer and threshold, and a 1-for-1 loss beyond the 15% buffer, subject to a 15% minimum payment of principal.

The estimated value on the pricing date is $900.60 per $1,000 security, reflecting structuring and distribution costs including a $47.50 sales commission per security. The securities pay no interest, are principal-at-risk, and all payments depend on the credit of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is issuing $8,888,000 of Enhanced Buffered Jump Securities linked to the S&P 500® Index, maturing October 14, 2027, fully and unconditionally guaranteed by Morgan Stanley.

The $1,000-denomination notes pay no interest. At maturity, if the S&P 500 closing level on October 11, 2027 is at or above 90% of the initial level of 7,575.39, investors receive $1,094 per note (principal plus a fixed $94 payment, a 9.40% return). If the index finishes below the 90% downside threshold, repayment is reduced based on the index decline beyond a 10% buffer, multiplied by a 1.1111 downside factor, with no minimum payment, so principal can be lost in full.

The estimated value on the pricing date is $973.70 per note versus a $1,000 issue price, reflecting selling, structuring and hedging costs and Morgan Stanley’s funding spread. Agent sales commissions are $17.50 per note plus a $5 structuring fee, and secondary-market liquidity and tax treatment are both described as uncertain. All payments depend on the credit of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS notes fully and unconditionally guaranteed by Morgan Stanley, with $1,318,000 aggregate principal and $1,000 denominations, maturing on July 13, 2029. The notes pay no interest and are linked to the worst performer of the Dow Jones Industrial Average, EURO STOXX 50 Index and Russell 2000 Index.

At maturity, if each index finishes above its initial level, holders receive principal plus 167.75% of the worst index gain. If the worst index is flat or down but not below 60% of its initial level, holders gain the absolute decline, capped at a 40% positive return. If any index closes below its 60% downside threshold, repayment equals principal times that index’s performance factor, so principal losses mirror the worst index’s percentage drop and can reach 100%.

The estimated value on the pricing date is $983.40 per $1,000 note, reflecting issuance, selling, structuring and hedging costs. All payments depend on Morgan Stanley’s credit; secondary market liquidity may be limited; and U.S. tax treatment is uncertain, with counsel treating the notes as prepaid financial contracts.

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with Auto-Callable Feature due July 21, 2032, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, issued in $1,000 denominations, pay no interest and all payments depend on Morgan Stanley’s credit.

Beginning with the first determination date on July 23, 2027, and on 19 subsequent scheduled determination dates, the notes are automatically redeemed if the index closing level is at least 100% of its initial level. In that case, investors receive an early redemption payment per $1,000 ranging from $1,305.00 on the first determination date up to $2,753.75 on the 20th, corresponding to a fixed schedule targeting approximately 30.50% per annum, and the investment terminates.

If the notes are not redeemed early, at maturity investors receive $2,830.00 per $1,000 if the final index level is at or above the call threshold, only principal back if the final level is between 50% and 100% of the initial level, and a proportional loss if it falls below 50%, potentially losing the entire investment. The estimated value on the pricing date is approximately $967.10 per security, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. Additional risks include the complex leveraged, volatility-targeted 4% decrement index, limited or illiquid secondary trading and uncertain U.S. federal income tax treatment.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due July 13, 2028, linked to Micron Technology, Inc. common stock, in an aggregate principal amount of $300,000 at $1,000 per security, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a 35.52% per annum contingent coupon only if Micron’s closing level is at or above the $474.40 coupon barrier (50% of the $948.80 initial level) on observation dates; missed coupons may be paid later if the barrier is subsequently met. The notes are automatically redeemed if Micron’s level is at or above the $948.80 call threshold (100% of the initial level) on specified redemption determination dates, returning principal plus due coupons.

If not called and the final Micron level is at or above the $474.40 downside threshold, investors receive full principal (plus any payable coupons). If the final level is below this threshold, repayment is reduced in proportion to the decline and can be zero. All payments are subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $965.90 per $1,000 security, below the issue price.

Morgan Stanley Finance LLC is offering $373,000 of Contingent Income Auto-Callable Securities linked to common stock of The Home Depot, Inc., fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 principal amount and matures on August 12, 2027.

The notes pay a 10.50% per annum contingent coupon only when the Home Depot share price is at or above the coupon barrier of $254.048 (75% of the initial level of $338.73) on scheduled observation dates; otherwise, no coupon is paid. Starting January 11, 2027, the securities are automatically redeemed at par plus the applicable coupon if the stock closes at or above the call threshold of $338.73 on any redemption determination date.

If not called, investors receive par at maturity only if the final stock level is at or above the downside threshold of $254.048. Below that level, repayment is reduced in full proportion to the stock’s decline and can fall to zero. The securities are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk, have an estimated value of $974.90 per $1,000 on the pricing date, may have limited secondary liquidity and involve complex, uncertain U.S. tax treatment, particularly for non-U.S. holders.

Morgan Stanley Finance LLC is issuing unsecured Structured Investments Contingent Income Auto-Callable Notes due July 21, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performing of Alphabet Class A, JPMorgan Chase, and Microsoft common stock.

The notes pay a contingent coupon at 8.30% per annum, with monthly payments only if on each observation date every underlier is at or above its coupon barrier, set at 75% of its initial level. Starting with the first redemption determination date on July 16, 2027, the notes auto-call if all underliers are at or above their call threshold of 100% of initial level, returning the $1,000 principal plus that period’s coupon and then terminating.

If never redeemed early, investors receive the $1,000 stated principal amount at maturity, plus a final coupon if the barriers are met, but do not participate in any stock appreciation. The economic value is lower than issue price, with an estimated value of about $969.60 per note, the notes are not listed, secondary liquidity may be limited, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $3,929,000 of Contingent Income Auto-Callable Securities due August 12, 2027 linked to the American depositary shares of Novo Nordisk A/S.

The notes pay a 12.25% per annum contingent coupon only when the underlier’s closing level on an observation date is at or above the $29.817 coupon barrier, equal to 61% of the $48.88 initial level. They may be automatically redeemed on specified redemption determination dates if the underlier is at or above the $48.88 call threshold (100% of the initial level), in which case investors receive principal plus the applicable coupon and no further payments.

If not called and the final level is at or above the $29.817 downside threshold, investors receive the stated principal amount (plus any final coupon). If the final level is below that threshold, repayment is reduced in proportion to the underlier’s decline, potentially to zero, so principal is fully at risk and no stock price appreciation is passed through. The estimated value on the pricing date is $975.50 per $1,000 note, reflecting embedded costs and Morgan Stanley’s valuation models, and secondary trading liquidity may be limited.

Morgan Stanley Finance LLC is offering $5,202,000 of Buffered Jump Securities with an auto-call feature and principal at risk, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst-performing of Alphabet, Broadcom and NVIDIA shares and pay no interest.

If on July 13, 2027 each stock closes at or above its initial level, the notes are automatically redeemed for an early redemption payment of $1,800 per $1,000 security. If held to July 12, 2029, holders receive principal plus 250% of the worst stock’s gain if all finish above their initial levels, principal if all stay at or above their 80% buffer levels, or a reduced amount down to 20% of principal if the worst stock falls below its buffer.

The issue price is $1,000 per note, while the issuer’s estimated value on the pricing date is $931.80, reflecting issuance, structuring and hedging costs and Morgan Stanley’s credit spreads. The securities are unsecured obligations of MSFL, subject to Morgan Stanley’s credit risk and limited secondary market liquidity.

Morgan Stanley Finance LLC is issuing $1,424,000 of Jump Securities with Auto-Callable Feature due July 14, 2032, each with $1,000 principal, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index. The notes may be automatically redeemed from July 12, 2027 onward if the index closes at or above the call threshold level of 1,365.38, paying fixed cash amounts that correspond to approximately 30.50% per annum.

If not called, holders receive at maturity $2,830 per security if the final index level is at or above the call threshold; $1,000 if it is between the call level and the downside threshold of 682.69; and a loss one-for-one with index declines below that threshold, potentially to zero. The securities pay no interest, do not participate in index upside, and are unsecured, principal-at-risk obligations of MSFL guaranteed by Morgan Stanley. The estimated value on the pricing date is $969.70 per security, below the $1,000 issue price, and liquidity may be limited to market-making by Morgan Stanley & Co.

Morgan Stanley Finance LLC is offering $1,000,000 of Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2027, linked to the iShares Semiconductor ETF (SOXX), fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000.

Investors may receive a 10.35% per annum contingent coupon on specified coupon payment dates, but only if the ETF’s closing level on the related observation date is at or above the coupon barrier of $349.02, 60% of the $581.70 initial level. Missed coupons may be paid later if a future observation date meets the barrier. The notes are automatically redeemed at par plus due coupons if, on any redemption determination date starting October 9, 2026, the ETF is at or above the call threshold of 100% of the initial level.

If not called and at maturity the ETF is at or above the 60% buffer level, investors receive full principal (plus any payable coupons). If it is below the buffer, principal is reduced in line with the ETF’s decline beyond the 40% buffer, subject to a minimum payment of 40% of principal. The estimated value on the pricing date is $982.10 per $1,000, reflecting embedded costs, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is issuing Series A Enhanced Trigger Jump Securities linked to the S&P 500 Index. Each note has a $1,000 stated principal amount, with $750,000 issued in total, and pays no interest.

At maturity on August 12, 2027, holders receive $1,000 plus a fixed $81.70 (8.17%) if the index’s final level on the August 9, 2027 observation date is at or above the downside threshold of 5,612.033, which is 75% of the 7,482.71 initial level. If the final level is below that threshold, repayment equals $1,000 multiplied by the performance factor (final level divided by initial level), creating a 1% loss of principal for each 1% index decline; there is no minimum payment and the entire investment can be lost.

The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is $986.20 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs and the issuer’s funding rate. Liquidity, valuation, conflict-of-interest and U.S. tax treatment uncertainties are highlighted as additional risks.

Morgan Stanley Finance LLC is offering Callable Buffered Jump Securities linked to the worst performer of the iShares Core S&P Mid-Cap ETF (IJH) and iShares Core S&P Small-Cap ETF (IJR). Each security has a $1,000 stated principal amount, with an aggregate principal of $254,000, and is fully and unconditionally guaranteed by Morgan Stanley.

The notes pay no interest and are principal-at-risk. If not called and both final ETF levels exceed their initial levels, holders receive $1,000 plus an upside payment equal to 173% of the gain of the worst-performing ETF. If either ETF finishes at or below its initial level but at or above its buffer level (80% of initial), investors receive only principal. Below the buffer, investors lose 1% of principal for each 1% decline of the worst performer beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The issuer may redeem the notes in whole, but not in part, on scheduled redemption dates starting July 21, 2027, paying fixed amounts that target approximately 16.00% per annum, such as $1,160 on the first redemption date. The early redemption decision is based on a risk neutral valuation model reflecting market conditions and Morgan Stanley’s credit spreads, and may occur when continuation would be more favorable to investors. The estimated value on the pricing date is $967.70 per security, below the $1,000 issue price, reflecting issuance, structuring and hedging costs and issuer economics. All payments depend on Morgan Stanley’s and MSFL’s credit.

Morgan Stanley Finance LLC is offering $1,788,000 aggregate principal amount of Contingent Income Memory Buffered Auto-Callable Securities, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and maturing on July 14, 2031.

The notes pay a 10.85% per annum contingent coupon, only when the index closes at or above a coupon barrier of 955.766 (70% of the 1,365.38 initial level) on an observation date; missed coupons may be paid later if the barrier is subsequently met. The notes are automatically redeemed at par plus applicable coupons if the index is at or above the initial level on any monthly redemption determination date starting July 9, 2027.

At maturity, if not called and the final index level is at or above the buffer level of 1,160.573 (85% of initial), investors receive full principal plus any due coupons; below that, principal is reduced 1% for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. The estimated value on the pricing date is $902.70 per $1,000 note, all payments are subject to Morgan Stanley’s credit risk, the securities are not insured, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is issuing $1,500,000 of Structured Investments Buffered Partial Participation Securities, unsecured notes fully and unconditionally guaranteed by Morgan Stanley and linked to the S&P 500® Index. The notes pay no interest, have a stated principal amount of $1,000 per security and mature on July 14, 2031.

At maturity, if the arithmetic-average final index level exceeds the initial level of 7,543.64, holders receive principal plus an upside payment based on a 93.24% participation rate in the index gain. If the final level is between the initial level and the buffer level of 6,034.912 (a 20% buffer), only principal is repaid. Below the buffer, investors lose 1.25% of principal for each 1% index decline beyond the buffer, with no minimum payment; an 85% index decline would return $187.50 per security. The estimated value on the pricing date is $956.80 per security, below the $1,000 issue price, and all payments are subject to the credit risk of MSFL and Morgan Stanley, limited liquidity, and uncertain tax treatment.

Morgan Stanley Finance LLC is offering $1,088,000 of Jump Securities with Auto-Callable Feature due July 12, 2030, 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 $896.90, reflecting issuance, selling, structuring and hedging costs.

The notes are principal-at-risk structured securities linked to an equally weighted basket of five technology-related stocks. They pay no interest and do not provide participation in any appreciation of the basket. Starting July 16, 2027, the notes are subject to automatic early redemption if the basket level is at or above the call threshold level of 95, for fixed cash payments ranging from $1,200 to $1,750 per security.

If not called, payment at maturity depends on the final basket level: investors receive $1,800 per security if the final level is at or above the call threshold, only the $1,000 principal if the final level is between the call threshold and the downside threshold level of 50, and a proportionally reduced amount (final level divided by initial level) if below the downside threshold, which can result in a total loss of principal. All payments are subject to Morgan Stanley’s credit risk, secondary market liquidity may be limited, and U.S. federal tax treatment is expected to follow the prepaid financial contract approach but remains uncertain.

Morgan Stanley Finance LLC is offering $28,726,400 of Buffered PLUS with Downside Factor, unsecured notes with a $10 stated principal amount per security linked to the S&P 500 Index, due July 13, 2028 and fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and do not guarantee principal. If the index finishes above its 7,543.64 initial level, holders receive principal plus 200% of the index gain, capped at a maximum payment of $12.50 per note. If the final level is between 90% and 100% of initial, investors receive only the $10 principal. Below the 90% buffer level of 6,789.276, principal is reduced by 1.1111% for each 1% further index decline, with no minimum payment and potential total loss.

All payments are subject to the credit risk of Morgan Stanley and MSFL. The estimated value on the July 9, 2026 pricing date is $9.918 per note, below the $10 issue price due to issuing, selling, structuring and hedging costs. The notes are sold in fee-based advisory accounts through Morgan Stanley & Co. with no sales commission, and secondary market liquidity may be limited. Tax counsel treats the notes as prepaid financial contracts, and expects Section 871(m) dividend-equivalent withholding not to apply to Non-U.S. holders, though the U.S. federal income tax treatment remains uncertain.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is issuing $5,410,000 of Enhanced Trigger Jump Securities due August 12, 2027, linked to the S&P 500® Index. The notes are unsecured, pay no interest and are principal-at-risk obligations subject to the issuers’ credit.

Each $1,000 security pays $1,091.40 at maturity (a fixed 9.14% gain) if the index’s final level on August 9, 2027 is at or above the downside threshold of 5,986.168, which is 80% of the 7,482.71 initial level. If the final level is below that threshold, holders lose 1% of principal for each 1% index decline, with no minimum payment and potential total loss. The estimated value on the pricing date is $985.90 per security, reflecting issuance, selling, structuring and hedging costs and the issuer’s funding rate. The securities may be illiquid, differ economically from a direct index investment, and involve uncertain U.S. federal income tax treatment, including for Non-U.S. Holders in light of Section 871(m).

Morgan Stanley Finance LLC is offering callable contingent income securities due July 13, 2028, fully and unconditionally guaranteed by Morgan Stanley, in $1,000 denominations and $1,860,000 aggregate principal amount. These principal-at-risk notes are linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Technology Sector Index and Russell 2000 Index.

Holders can receive a contingent coupon at an annual rate of 10.05% on scheduled payment dates, but only when the closing level of each index on the related observation date is at or above its coupon barrier level, set at 60% of its initial level. Beginning October 15, 2026, the issuer may redeem the notes on specified dates, based on a risk neutral valuation model, for principal plus any due coupon; no further payments follow redemption. If the notes are not redeemed and, on the final observation date, each index is at or above its 60% downside threshold, investors receive principal plus any final contingent coupon. If any index finishes below its downside threshold, the maturity payment is reduced 1% for every 1% decline of the worst index and can be zero. Payments depend on Morgan Stanley’s credit, and the model-based estimated value on the pricing date is $981.60 per $1,000 security.

Morgan Stanley Finance LLC is offering $280,000 aggregate principal amount of Buffered Participation Securities, fully and unconditionally guaranteed by Morgan Stanley, due August 12, 2027. The notes pay no interest and are unsecured, principal-at-risk obligations.

At maturity, the payoff depends on the worst performing of the Nasdaq-100 Index® and the S&P 500® Index. Investors receive 100% upside participation on the worst underlier, capped at a maximum payment of $1,190 per $1,000. A 20% buffer applies: if the worst underlier’s final level is between 80% and 100% of its initial level, investors receive only principal back. Below 80%, principal is reduced 1% for each 1% further decline, subject to a minimum payment of 20% of principal. Initial index levels are 29,727.10 for the Nasdaq-100 and 7,543.64 for the S&P 500. The estimated value on the pricing date is $986.10 per security, and all payments depend on Morgan Stanley’s credit and limited secondary market liquidity.

Morgan Stanley Finance LLC is issuing S&P 500-linked Enhanced Trigger Jump Securities due August 12, 2027, in $1,000 denominations, fully guaranteed by Morgan Stanley, with an aggregate principal amount of $1,050,000. The notes pay no interest and are principal-at-risk unsecured obligations.

At maturity, if the S&P 500 final level on August 9, 2027 is at or above the downside threshold of 6,360.304, equal to 85% of the 7,482.71 initial level, investors receive $1,000 plus a fixed upside payment of $101 per security, a 10.10% return. If the final level falls below the threshold, repayment is $1,000 multiplied by the performance factor (final level ÷ initial level), exposing holders to a 1-for-1 loss with no minimum payment and potential total loss of principal.

The estimated value on the pricing date is $985.10 per security, below the $1,000 issue price because it includes issuing, selling, structuring and hedging costs and reflects Morgan Stanley’s funding rate. Liquidity is expected to be limited, and all payments depend on Morgan Stanley’s and MSFL’s credit.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with Auto-Callable Feature and Downside Factor linked to the Nasdaq-100 Index®, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, matures on August 3, 2028 and pays no periodic interest, with principal at risk.

The issue price is $1,000 per security, including placement fees of $15, for proceeds to the issuer of $985 and an estimated value on the pricing date of about $976.50 per security. The notes may be automatically redeemed on August 18, 2027 if the Nasdaq-100 closes at or above the initial level on August 13, 2027, for an early redemption payment of at least $1,143 per security.

If not called, at maturity investors receive principal plus 150% of any index gain; only principal back if the final index level is between 85% and 100% of the initial level; and a loss of 1.1765% of principal for every 1% decline beyond the 15% buffer, with no minimum payment. All payments depend on Morgan Stanley’s credit, the securities are not insured by the FDIC, secondary market liquidity may be limited, and U.S. tax treatment is uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering contingent income auto-callable notes with a $1,000 stated principal amount per note, linked to the worst performing of Costco, JPMorgan Chase and Microsoft common stocks. The notes run from July 21, 2026 to July 21, 2031.

Investors may receive a 7.60% per annum contingent coupon, paid monthly only if each stock closes at or above its coupon barrier (75% of its initial level) on the relevant observation date. The notes are automatically redeemed at par plus the coupon if, on any monthly redemption determination date starting July 16, 2027, all three stocks are at or above 100% of their initial levels. If not called, investors receive the $1,000 principal at maturity, plus the final coupon if the barrier condition is met. The estimated value on the pricing date is approximately $968.50 per note, reflecting issuance, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit; there is no participation in stock price appreciation and investors may receive few or no coupons.

Morgan Stanley Finance LLC is offering Dual Directional Buffered Participation Securities, unsecured notes fully and unconditionally guaranteed by Morgan Stanley, linked to the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount, is issued at $1,000, and pays no interest. The estimated value on the pricing date is approximately $985.60 per security.

The notes mature on July 28, 2027, with performance measured on an observation date of July 23, 2027. The initial underlier level is $725.51, with a buffer level of $580.408 (80% of initial). If the final level exceeds the initial level, holders receive principal plus 100% of the underlier gain, capped by a maximum payment of $1,103.30 (110.33% of principal). If the final level is between the initial and buffer levels, investors receive principal plus a positive return equal to the absolute percentage decline, up to 20%.

If the final level is below the buffer level, investors lose 1.25% of principal for every 1% decline beyond the 20% buffer, with no minimum payment at maturity, so the entire investment is at risk. The notes are subject to the credit risk of MSFL and Morgan Stanley, may have limited secondary market liquidity, and involve uncertain U.S. federal income tax treatment.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities due July 22, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 principal-at-risk note pays a contingent coupon at 12.35% per annum, but only when the S&P U.S. Equity Momentum 40% VT 4% Decrement Index closes at or above 80% of its initial level on the relevant observation date. Missed coupons are remembered and can be paid later once this barrier condition is satisfied.

Beginning July 19, 2027, if on any redemption determination date the index closes at or above 100% of its initial level, the securities are automatically redeemed for $1,000 plus the current and any previously unpaid coupons, with no further payments. If held to July 22, 2031 and not called, principal is fully repaid when the final index level is at least 85% of the initial level. Below this buffer level, repayment is reduced in line with index losses beyond the 15% buffer, subject to a minimum payment at maturity of 15% of principal.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, so all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is approximately $960.40 per $1,000 security, reflecting embedded issuance, structuring and hedging costs, and secondary market liquidity may be limited. U.S. tax treatment is uncertain; the issuer currently views the securities as prepaid financial contracts with associated coupons, and non-U.S. holders may face 30% withholding on coupons.

Morgan Stanley Finance LLC is issuing Series A Contingent Income Auto-Callable Notes due July 21, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000. The notes are linked to the worst performing of Broadcom (AVGO), JPMorgan Chase (JPM) and Microsoft (MSFT). Principal is scheduled to be repaid at maturity if the notes are not called, in addition to any final contingent coupon, subject to the issuer’s and guarantor’s credit.

The notes pay a 10.10% per annum contingent coupon, calculated and paid monthly only if on each observation date all three stocks are at or above 75% of their initial levels. Starting July 16, 2027, the notes are automatically redeemed if on a redemption determination date each stock is at or above 100% of its initial level, returning $1,000 plus the applicable coupon, after which no further payments are made. Investors do not participate in any stock appreciation and may receive few or no coupons. The estimated value on the pricing date is approximately $967.80 per note, below the $1,000 issue price due to issuance, structuring and hedging costs and Morgan Stanley’s funding rate. The notes are unsecured, not listed, may have limited secondary liquidity, and involve complex U.S. tax treatment that may require recognizing taxable income in excess of cash coupons.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, offers Contingent Income Memory Auto-Callable Securities due July 26, 2029 linked to Comfort Systems USA, Inc. common stock. Each security has a stated principal amount and issue price of $1,000 and is principal at risk.

The notes pay a contingent coupon at an annual rate of 20.90% only when the stock’s closing level 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 this barrier is met. The notes are automatically redeemed on specified dates if the stock is at or above 100% of the initial level, paying $1,000 plus due coupons. If held to maturity and the final level is at or above a 50% downside threshold, principal is repaid; otherwise the payoff equals $1,000 times the performance factor, so investors bear full downside and do not participate in upside. The estimated value on the pricing date is approximately $978.30 per $1,000 security, and investors face unsecured credit exposure to Morgan Stanley, potential limited secondary market liquidity and uncertain tax treatment, including possible 30% withholding on coupons for some non-U.S. holders.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Floating Rate Callable Notes due July 24, 2031, linked to the 10-Year Constant Maturity Treasury Rate (10CMT). Each note has a $1,000 issue price and stated principal amount.

Interest accrues daily at 7.50% per annum × N/ACT, where N is the number of days 10CMT is within the 0.00%–5.00% reference rate range and ACT is total days in the term; on other days, interest is 0.00%. Interest is paid only once, on maturity or an earlier redemption date, together with principal, so investors forgo periodic coupons and could receive little or no interest if 10CMT often lies outside the range or due to the five-day reference-rate cutoff.

Beginning July 24, 2027, the issuer may redeem the notes annually at 100% of principal plus accrued interest, but only if a risk neutral valuation model indicates redemption is economically rational for the issuer. The notes are unsecured, subject to Morgan Stanley’s credit risk, not listed on any exchange, and have an estimated value on the pricing date of about $946.90 per $1,000 note, reflecting issuing, structuring and hedging costs. Proceeds are for general corporate purposes, and for U.S. tax purposes the notes are expected to be treated as contingent payment debt instruments.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Trigger PLUS notes due July 19, 2029, linked to the worst performance of Mastercard Class A common stock and Microsoft common stock. Each note has a $1,000 stated principal amount and pays no interest.

If, on the July 16, 2029 observation date, both stocks finish above their initial levels, holders receive $1,000 plus 260% of the price gain of the worst performer. If either stock is at or below its initial level but both remain at or above 70% of their initial levels, holders receive only the $1,000 principal.

If either stock closes below 70% of its initial level, repayment is reduced one-for-one with the decline of the worst performer, with no minimum, so the investment can be lost entirely. The initial estimated value is about $959.30 per $1,000 note, reflecting issuance, selling, structuring and hedging costs, and values are also subject to Morgan Stanley’s credit risk and limited secondary-market liquidity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Buffered Jump Securities with an auto-callable feature linked to the S&P 500 Futures Excess Return Index and maturing on July 31, 2031. The notes pay no interest and are issued at $1,000 per security.

The notes are automatically redeemed on August 9, 2027 for an early redemption payment of $1,151.50 per security if the index is at or above its initial level on the first determination date. If held to maturity and the index is above its initial level, holders receive principal plus an upside payment equal to 150% of the index gain. If the index ends between 90% and 100% of its initial level, only principal is returned; below 90%, repayment is reduced 1% for each 1% decline beyond the 10% buffer, but not below 10% of principal.

The estimated value on the pricing date is approximately $950.30 per security, below the issue price due to issuing, structuring and hedging costs and the issuer’s funding rate. Key risks include loss of principal, limited secondary market liquidity, Morgan Stanley credit risk, index volatility, potential conflicts of interest in calculation and hedging, and uncertain U.S. tax treatment as prepaid financial contracts.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering Callable Contingent Income Securities due July 20, 2029. Each note has a $1,000 stated principal amount and issue price, with an estimated value of approximately $983.40 per security on the pricing date.

The notes pay a 20.30% per annum contingent coupon only if on each observation date the Nasdaq-100 Index, Russell 2000 Index and VanEck Semiconductor ETF all close at or above their coupon barrier levels, each set at 60% of its initial level. Investors do not participate in any upside of these underliers.

Starting January 22, 2027, the issuer may redeem the notes in whole on scheduled redemption dates if a risk neutral valuation model indicates early redemption is economically rational for the issuer, paying principal plus any due coupon. If not called, and at maturity any underlier finishes below its downside threshold (also 60% of initial), the payoff is reduced 1:1 with the worst performer and can fall to zero, meaning full loss of principal. The notes carry Morgan Stanley credit risk, limited liquidity, complex tax treatment, and sector and small-cap equity market risks.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering unsecured Jump Notes with an auto-call feature maturing July 19, 2029, linked to the worst performer of Broadcom, JPMorgan Chase and Microsoft common stocks. The notes pay no interest and have a stated principal of $1,000 per note.

The notes auto-redeem on July 22, 2027 for $1,318 per note if each stock closes at or above its initial level on the first determination date. If not called, holders receive at maturity either principal plus 125% of the gain of the worst-performing stock if all finish above initial levels, or only principal if any finish at or below. The estimated value on the pricing date is approximately $971.10 per note, they are not listed on any exchange, and repayment depends on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is issuing Jump Notes with Auto-Callable Feature due July 19, 2029, each with a $1,000 stated principal amount, unsecured and fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and are linked to the worst performing of Alphabet, Meta and Microsoft common stocks.

On July 19, 2027, if each stock closes at or above 90% of its initial level, the notes are automatically redeemed for an early redemption payment of $1,142 per note, with no further payments. If not called, at maturity investors receive $1,000 plus an upside payment equal to 125% of the percentage gain of the worst performing stock, provided all three finish above their initial levels; otherwise only the $1,000 principal is repaid. Returns depend on the worst performer, the notes are not listed, and all payments are subject to Morgan Stanley’s credit. The estimated value on the pricing date is approximately $969.40 per note, reflecting issuance, selling, structuring and hedging costs, and the notes are expected to be treated as contingent payment debt instruments for U.S. tax purposes.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley, maturing on August 18, 2027. Each security has a $1,000 stated principal amount and pays no interest.

At maturity, if the S&P 500 final level is at or above 90% of its initial level, holders receive $1,000 plus a fixed upside payment of at least $91 per security (9.10% of principal), regardless of how much the index has risen or modestly fallen. If the final level is below the 90% buffer, principal is reduced by 1.1111% for every 1% decline beyond the 10% buffer, with no minimum payment; for example, an 85% index decline would return only $166.675 per security. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, have an estimated value of about $984.20 per $1,000 issue price due to issuance and hedging costs, include selling commissions of $10 per security, require a minimum purchase of $10,000, and may have limited secondary market liquidity.

Morgan Stanley Finance LLC is offering unsecured Jump Notes with an auto-call feature, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, pays no interest, and matures on July 21, 2031. Performance is linked to the worst of Alphabet Class A, Amazon.com and Broadcom common stocks.

On July 19, 2027, if each stock’s closing level is at least 90% of its initial level, the notes are automatically redeemed for $1,240 per $1,000 note and terminate. If not called, and on the final determination date all three stocks finish above their initial levels, holders receive $1,000 plus an upside payment equal to 125% of the percentage gain of the worst performer; if any stock is at or below its initial level, only the $1,000 principal is repaid. The estimated value on the pricing date is about $966.40 per note, the notes will not be listed, secondary liquidity may be limited, and all payments are subject to Morgan Stanley’s credit risk and the tax treatment of contingent payment debt instruments.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to Microsoft Corporation common stock, with a stated principal amount of $1,000 per security, a contingent coupon of 14.50% per annum, and a full and unconditional guarantee from Morgan Stanley.

Coupons are paid only when the stock closes at or above a coupon barrier set at 70% of the initial level, and the notes may be automatically redeemed from January 27, 2027 onward if the stock is at or above 100% of the initial level, returning principal plus the applicable coupon. If held to September 1, 2027 and the final level is below a 70% downside threshold, investors lose 1% of principal for each 1% decline in the stock, potentially losing the entire investment. The estimated value on the pricing date is approximately $983.50 per security, below the $1,000 issue price, and investors face Morgan Stanley’s credit risk, limited liquidity, and uncertain tax treatment, particularly for non-U.S. holders.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is offering Buffered Jump Securities with Auto-Callable Feature and Downside Factor linked to the Global X Defense Tech ETF, each with a $1,000 stated principal amount, issued at $1,000 and maturing on August 3, 2028.

If the ETF is at or above a 100% call threshold on the August 13, 2027 determination date, the notes are automatically redeemed for at least $1,138.50 per security. Otherwise, at maturity investors receive $1,000 plus 125% of any ETF appreciation; $1,000 if the ETF is down but by no more than 15%; or a leveraged loss of 1.1765% of principal for each 1% decline beyond the 15% buffer, with no minimum repayment.

The estimated value on the pricing date is about $976.50 per security, reflecting issuing, selling, structuring and hedging costs. Holders take the unsecured credit risk of Morgan Stanley, face limited secondary-market liquidity, and the U.S. federal tax treatment as prepaid financial contracts, including potential "constructive ownership" and Section 871(m) issues, is described as uncertain.

Morgan Stanley Finance LLC is offering Callable Contingent Income Securities due January 21, 2028, linked to the worst performer of the Dow Jones Industrial Average, the Nasdaq-100 Technology Sector Index and the Russell 2000 Index, and fully and unconditionally guaranteed by Morgan Stanley. These unsecured principal at risk notes have a stated principal of $1,000 per security and an estimated value of approximately $984.20 on the pricing date.

Investors may receive a 12.30% per annum contingent coupon, paid only if on each observation date all three indices close at or above 70% of their initial levels (the coupon barrier). From April 22, 2027, the issuer may redeem the notes on specified monthly dates if a risk neutral valuation model indicates calling is economically rational, after which no further payments are made. If the notes are not called and, at maturity, any index is below its 70% downside threshold, the repayment of principal is reduced 1% for every 1% decline of the worst-performing index and can be zero. Payments depend on Morgan Stanley’s credit, and secondary market liquidity is not assured.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Enhanced Buffered Jump Securities linked to the S&P 500 Index. Each note has a $1,000 stated principal amount, pays no interest and is scheduled to mature on August 18, 2027.

At maturity, if the S&P 500 final level is at or above the buffer level of 85% of the initial level, investors receive $1,000 plus a fixed upside payment of at least $77.50 (7.75%) per note. If the final level is below the buffer level, investors lose 1.1765% of principal for every 1% decline beyond the 15% buffer, with no minimum repayment, so the entire investment can be lost. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, have an estimated value of about $984.10 per $1,000 on the pricing date, may trade at prices below issue price, and feature complex and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC is offering Variable Income Auto-Callable Notes due July 31, 2031, linked to the worst performing of Salesforce, NVIDIA and Tesla common stocks, and fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and an issue price of $1,000.

Investors receive a variable coupon: a higher rate of 9.25% per annum if on an observation date each underlier is at or above its coupon barrier (77.50% of its initial level), otherwise a lower rate of 0.25% per annum. The notes are automatically redeemed if, on designated redemption determination dates, each underlier is at or above 95% of its initial level, paying principal plus the higher coupon; no further payments occur afterward. If not called, principal is repaid at maturity, in addition to the final coupon, all subject to Morgan Stanley’s credit risk. The structure is based on the worst performing underlier, offers no participation in stock appreciation, has an estimated value of approximately $942.40 per note, will not be listed on any exchange and may have limited secondary market liquidity.

Morgan Stanley Finance LLC is offering $23,333,000 of Buffered Digital Basket-Linked Notes due September 29, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note is unsecured, pays no interest and is principal-at-risk, linked to a weighted basket of the EURO STOXX 50, TOPIX, FTSE 100, Swiss Market Index and S&P/ASX 200.

At maturity, investors receive for each $1,000 the following: if the basket return is zero or positive, the greater of the Threshold Settlement Amount of $1,238.50 (123.850% of face) or $1,000 plus 100% of the basket return; if the basket is down by up to 10%, $1,000; if it is down more than 10%, $1,000 plus 1.1111 times the loss beyond 10%, which can result in a total loss of principal. The initial basket level is 100, with a 10% buffer and Buffer Level at 90. The estimated value on the trade date is $990.40 per note versus the $1,000 issue price. The notes are not listed, secondary trading may be limited, and all payments depend on Morgan Stanley Finance LLC and Morgan Stanley credit.