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[424B2] MORGAN STANLEY Prospectus Supplement

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Morgan Stanley Finance LLC is offering principal-at-risk, contingent income auto-callable securities due October 22, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes reference the worst performing of the S&P 500 Index, Russell 2000 Index and SPDR S&P Regional Banking ETF, pay a 12.50% per annum contingent coupon only when each underlier closes at or above its coupon barrier on the observation date, and may be automatically redeemed if each underlier is at or above its call threshold (100% of initial) on a redemption determination date.

If not called, at maturity investors receive the stated principal amount only if each underlier is at or above its downside threshold (70% of initial). Otherwise, the payoff is reduced 1% for each 1% decline of the worst performer, potentially to zero; no upside participation applies. Each security is priced at $1,000 with an estimated value on the pricing date of approximately $983.40 per security. The first redemption determination date is April 17, 2026, and the notes will not be listed. All payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC propone titoli auto-richiamabili con rischio di valore nominale, reddito contingente, aventi scadenza al 22 ottobre 2030, completamente e incondizionatamente garantiti da Morgan Stanley. Le note fanno riferimento al peggiore rendimento tra l'indice S&P 500, l'indice Russell 2000 e l'SPDR S&P Regional Banking ETF, pagano un coupon contingente del 12,50% annuo solo quando ciascun sottostante chiude a o al di sopra della propria barriera di coupon nella data di osservazione, e possono essere automaticamente richiamate se ciascun sottostante è a o al di sopra della propria soglia di richiamo (100% dell'iniziale) nella data di determinazione del richiamo.

Se non richiamate, a scadenza gli investitori percepiscono il capitale prestabilito solo se ciascun sottostante è a o al di sopra della propria soglia di downside (70% dell'iniziale). In caso contrario, il payoff viene ridotto dell'1% per ogni 1% di diminuzione del peggior rendimento, potenzialmente a zero; non si applica partecipazione al rialzo. Ogni titolo è valutato a $1.000 con un valore stimato nella data di prezzo di circa $983,40 per titolo. La prima data di determinazione del richiamo è 17 aprile 2026, e i titoli non saranno negoziati. Tutti i pagamenti sono soggetti al rischio di credito dell'emittente e del garante.

Morgan Stanley Finance LLC ofrece valores automáticos de cupón contingente con riesgo de principal, vencimiento el 22 de octubre de 2030, completamente y de forma incondicional garantizados por Morgan Stanley. Las notas hacen referencia al peor desempeño del S&P 500 Index, Russell 2000 Index y SPDR S&P Regional Banking ETF, pagan un cupón contingente del 12,50% anual solo cuando cada subyacente cierre en o por encima de su barrera de cupón en la fecha de observación, y pueden ser redimidos automáticamente si cada subyacente está en o por encima de su umbral de llamada (100% del inicial) en la fecha de determinación de la redención.

Si no se llama, al vencimiento los inversores reciben el importe principal solo si cada subyacente está en o por encima de su umbral de downside (70% del inicial). De lo contrario, el payoff se reduce 1% por cada 1% de caída del peor rendimiento, potencialmente a cero; no hay participación al alza. Cada valor se cotiza a $1.000 con un valor estimado en la fecha de fijación de precios de aproximadamente $983,40 por valor. La primera fecha de determinación de la redención es el 17 de abril de 2026, y las notas no estarán cotizadas. Todos los pagos están sujetos al riesgo de crédito del emisor y del garante.

Morgan Stanley Finance LLC 은 Morgan Stanley 가 전액 무조건 보장하는 주원금 위험이 있는 conting 가변 수익 자동호출 증권을 2030년 10월 22일 만기로 제공합니다. 이 노트는 S&P 500 지수, Russell 2000 지수, SPDR S&P Regional Banking ETF 중 최악의 성과를 기준으로 하며, 관찰일에 각 기초자산이 쿠폰 장벽 이상으로 마감할 때에만 연 12.50%의 conting 쿠폰을 지급하고, 각 기초자산이 상환 결정일에 최초가의 100%(초기가) 이상일 경우 자동 상환될 수 있습니다.

호출되지 않는 경우 만기 시 각 기초자산이 초기의 70% 이상일 때에만 명목가를 받습니다. 그렇지 않으면 최악의 성과가 1% 하락할 때마다 페이오프가 1%씩 감소하여 0에 이를 수 있으며 상승 참여는 적용되지 않습니다. 각 증권의 가격은 1,000달러이며, 가격 결정일의 추정 가치는 증권당 약 983.40달러입니다. 최초의 상환 결정일은 2026년 4월 17일이며, 노트는 상장되지 않습니다. 모든 지급은 발행자 및 보증인의 신용 위험에 따라 달라집니다.

Morgan Stanley Finance LLC propose des titres auto-appelants avec risque sur le principal, revenu conditionnel, arrivant à échéance le 22 octobre 2030, entièrement et inconditionnellement garantis par Morgan Stanley. Les notes se réfèrent au pire performer du S&P 500, du Russell 2000 et du SPDR S&P Regional Banking ETF, paient un coupon conditionnel de 12,50% par an uniquement lorsque chacun des sous-jacents clôture à ou au-dessus de son seuil de coupon à la date d'observation, et peuvent être rachetées automatiquement si chacun des sous-jacents est à ou au-dessus de son seuil d'appel (100% de l'initial) à la date de détermination du rachat.

Si non appelées, à l'échéance les investisseurs reçoivent le montant principal indiqué uniquement si chacun des sous-jacents est à ou au-dessus de son seuil de downside (70% de l'initial). Sinon, le payoff est réduit de 1% pour chaque 1% de baisse du pire performer, potentiellement jusqu'à zéro; aucune participation à la hausse ne s'applique. Chaque titre est coté à 1 000 USD avec une valeur estimée à la date de détermination des prix d'environ 983,40 USD par titre. La première date de détermination du remboursement est le 17 avril 2026, et les notes ne seront pas cotées. Tous les paiements sont soumis au risque de crédit de l'émetteur et du garant.

Morgan Stanley Finance LLC bietet principal-at-risk, contingenter Ertrag Auto-Callable-Wertpapiere mit Fälligkeit am 22. Oktober 2030, vollständig und unwiderruflich garantiert von Morgan Stanley. Die Notes beziehen sich auf die schlechteste Wertentwicklung des S&P 500 Index, Russell 2000 Index und SPDR S&P Regional Banking ETF, zahlen einen kontingenten Kupon von 12,50% pro Jahr nur dann, wenn jeder Underlier am Beobachtungstag auf oder über seiner Coupon-Schwelle schließt, und können automatisch zurückgezahlt werden, wenn jeder Underlier am Redemitteltermin auf oder über seinem Call-Schwellenwert (100% des Initial) liegt.

Wenn nicht getilgt, erhalten Investoren am Fälligkeitstag den genannten Nennbetrag nur, wenn jeder Underlier auf oder über seiner Abwärts-Schwelle (70% des Initial) liegt. Andernfalls reduziert sich die Auszahlung um 1% für jeden 1% Rückgang des schlechtesten Performers, potenziell bis auf Null; keine Aufwärtsbeteiligung gilt. Jedes Wertpapier wird zu 1.000 USD bewertet, mit einem geschätzten Wert am Preisfeststellungstag von ca. 983,40 USD pro Sicherheit. Der erste Rückzahlungsbestimmungstag ist der 17. April 2026, und die Notes werden nicht gelistet. Alle Zahlungen unterliegen dem Kreditrisiko des Emittenten und des Garantiegebers.

Morgan Stanley Finance LLC تعرض أوراق مالية قابلة للاستدعاء تلقائيًا مع مخاطر أصل ودخل مشروط حتى 22 أكتوبر 2030، مضمونة بالكامل وبلا شرط من قبل Morgan Stanley. ترتبط الملاحظات بأداء الأسوأ بين S&P 500 وRussell 2000 وSPDR S&P Regional Banking ETF، وتدفع كوبونًا مشروطًا بنسبة 12,50% سنويًا فقط عندما يغلق كل تحت-أساس عند أو فوق حد الكوبون في تاريخ المراقبة، ويمكن استردادها تلقائيًا إذا كان كل تحت-أساس عند أو فوق عتبة الاستدعاء (100% من البداية) في تاريخ تحديد الاسترداد.

إذا لم يتم استدعاؤها، عند الاستحقاق يتلقى المستثمرون رأس المال كما ذكر فقط إذا كان كل تحت-أساس عند أو فوق عتبة الانخفاض (70% من البداية). خلاف ذلك، يتم تقليل الدفع بنسبة 1% مقابل كل انخفاض بنسبة 1% في أسوأ أداء، وقد يصل إلى الصفر؛ لا توجد مشاركة صاعدة. يتم تسعير كل ورقة عند 1,000 دولار مع قيمة مقدرة في تاريخ التسعير تقريبا 983.40 دولارًا لكل ورقة. أول تاريخ لتحديد الاسترداد هو 17 أبريل 2026، ولن يتم إدراج الملاحظات. جميع المدفوعات عرضة لمخاطر ائتمان المصدر والضامن.

Morgan Stanley Finance LLC 提供本金有风险、带有或有收益的自动敲出证券，到期日为 2030 年 10 月 22 日，由 Morgan Stanley 全部无条件担保。票据以 S&P 500 指数、Russell 2000 指数和 SPDR S&P Regional Banking ETF 中表现最差者为参照，只有当每个标的在观察日收盘价达到或高于其票息障碍时，才支付 12.50% 的年度 contingent 利息；若每个标的在赎回决定日达到或高于其回售阈值（初始价的 100%），则可能自动赎回。若未被赎回，到期时只有当每个标的达到或高于其下跌阈值（初始价的 70%）时，投资者方可收回本金。否则，回报按每下降 1% 对应 1% 的降幅，可能降至零；不享受上涨参与。每份证券定价为 1,000 美元，定价日的估值约为每份 983.40 美元。首次赎回决定日为 2026 年 4 月 17 日，且票据不上市交易。所有支付均受发行人及担保人信用风险影响。

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Morgan Stanley Finance LLC propone titoli auto-richiamabili con rischio di valore nominale, reddito contingente, aventi scadenza al 22 ottobre 2030, completamente e incondizionatamente garantiti da Morgan Stanley. Le note fanno riferimento al peggiore rendimento tra l'indice S&P 500, l'indice Russell 2000 e l'SPDR S&P Regional Banking ETF, pagano un coupon contingente del 12,50% annuo solo quando ciascun sottostante chiude a o al di sopra della propria barriera di coupon nella data di osservazione, e possono essere automaticamente richiamate se ciascun sottostante è a o al di sopra della propria soglia di richiamo (100% dell'iniziale) nella data di determinazione del richiamo.

Se non richiamate, a scadenza gli investitori percepiscono il capitale prestabilito solo se ciascun sottostante è a o al di sopra della propria soglia di downside (70% dell'iniziale). In caso contrario, il payoff viene ridotto dell'1% per ogni 1% di diminuzione del peggior rendimento, potenzialmente a zero; non si applica partecipazione al rialzo. Ogni titolo è valutato a $1.000 con un valore stimato nella data di prezzo di circa $983,40 per titolo. La prima data di determinazione del richiamo è 17 aprile 2026, e i titoli non saranno negoziati. Tutti i pagamenti sono soggetti al rischio di credito dell'emittente e del garante.

Morgan Stanley Finance LLC ofrece valores automáticos de cupón contingente con riesgo de principal, vencimiento el 22 de octubre de 2030, completamente y de forma incondicional garantizados por Morgan Stanley. Las notas hacen referencia al peor desempeño del S&P 500 Index, Russell 2000 Index y SPDR S&P Regional Banking ETF, pagan un cupón contingente del 12,50% anual solo cuando cada subyacente cierre en o por encima de su barrera de cupón en la fecha de observación, y pueden ser redimidos automáticamente si cada subyacente está en o por encima de su umbral de llamada (100% del inicial) en la fecha de determinación de la redención.

Si no se llama, al vencimiento los inversores reciben el importe principal solo si cada subyacente está en o por encima de su umbral de downside (70% del inicial). De lo contrario, el payoff se reduce 1% por cada 1% de caída del peor rendimiento, potencialmente a cero; no hay participación al alza. Cada valor se cotiza a $1.000 con un valor estimado en la fecha de fijación de precios de aproximadamente $983,40 por valor. La primera fecha de determinación de la redención es el 17 de abril de 2026, y las notas no estarán cotizadas. Todos los pagos están sujetos al riesgo de crédito del emisor y del garante.

Morgan Stanley Finance LLC 은 Morgan Stanley 가 전액 무조건 보장하는 주원금 위험이 있는 conting 가변 수익 자동호출 증권을 2030년 10월 22일 만기로 제공합니다. 이 노트는 S&P 500 지수, Russell 2000 지수, SPDR S&P Regional Banking ETF 중 최악의 성과를 기준으로 하며, 관찰일에 각 기초자산이 쿠폰 장벽 이상으로 마감할 때에만 연 12.50%의 conting 쿠폰을 지급하고, 각 기초자산이 상환 결정일에 최초가의 100%(초기가) 이상일 경우 자동 상환될 수 있습니다.

호출되지 않는 경우 만기 시 각 기초자산이 초기의 70% 이상일 때에만 명목가를 받습니다. 그렇지 않으면 최악의 성과가 1% 하락할 때마다 페이오프가 1%씩 감소하여 0에 이를 수 있으며 상승 참여는 적용되지 않습니다. 각 증권의 가격은 1,000달러이며, 가격 결정일의 추정 가치는 증권당 약 983.40달러입니다. 최초의 상환 결정일은 2026년 4월 17일이며, 노트는 상장되지 않습니다. 모든 지급은 발행자 및 보증인의 신용 위험에 따라 달라집니다.

Morgan Stanley Finance LLC propose des titres auto-appelants avec risque sur le principal, revenu conditionnel, arrivant à échéance le 22 octobre 2030, entièrement et inconditionnellement garantis par Morgan Stanley. Les notes se réfèrent au pire performer du S&P 500, du Russell 2000 et du SPDR S&P Regional Banking ETF, paient un coupon conditionnel de 12,50% par an uniquement lorsque chacun des sous-jacents clôture à ou au-dessus de son seuil de coupon à la date d'observation, et peuvent être rachetées automatiquement si chacun des sous-jacents est à ou au-dessus de son seuil d'appel (100% de l'initial) à la date de détermination du rachat.

Si non appelées, à l'échéance les investisseurs reçoivent le montant principal indiqué uniquement si chacun des sous-jacents est à ou au-dessus de son seuil de downside (70% de l'initial). Sinon, le payoff est réduit de 1% pour chaque 1% de baisse du pire performer, potentiellement jusqu'à zéro; aucune participation à la hausse ne s'applique. Chaque titre est coté à 1 000 USD avec une valeur estimée à la date de détermination des prix d'environ 983,40 USD par titre. La première date de détermination du remboursement est le 17 avril 2026, et les notes ne seront pas cotées. Tous les paiements sont soumis au risque de crédit de l'émetteur et du garant.

Morgan Stanley Finance LLC bietet principal-at-risk, contingenter Ertrag Auto-Callable-Wertpapiere mit Fälligkeit am 22. Oktober 2030, vollständig und unwiderruflich garantiert von Morgan Stanley. Die Notes beziehen sich auf die schlechteste Wertentwicklung des S&P 500 Index, Russell 2000 Index und SPDR S&P Regional Banking ETF, zahlen einen kontingenten Kupon von 12,50% pro Jahr nur dann, wenn jeder Underlier am Beobachtungstag auf oder über seiner Coupon-Schwelle schließt, und können automatisch zurückgezahlt werden, wenn jeder Underlier am Redemitteltermin auf oder über seinem Call-Schwellenwert (100% des Initial) liegt.

Wenn nicht getilgt, erhalten Investoren am Fälligkeitstag den genannten Nennbetrag nur, wenn jeder Underlier auf oder über seiner Abwärts-Schwelle (70% des Initial) liegt. Andernfalls reduziert sich die Auszahlung um 1% für jeden 1% Rückgang des schlechtesten Performers, potenziell bis auf Null; keine Aufwärtsbeteiligung gilt. Jedes Wertpapier wird zu 1.000 USD bewertet, mit einem geschätzten Wert am Preisfeststellungstag von ca. 983,40 USD pro Sicherheit. Der erste Rückzahlungsbestimmungstag ist der 17. April 2026, und die Notes werden nicht gelistet. Alle Zahlungen unterliegen dem Kreditrisiko des Emittenten und des Garantiegebers.

Preliminary Pricing Supplement No. 11,353

Registration Statement Nos. 333-275587; 333-275587-01

Dated October 15, 2025

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Contingent Income Auto-Callable Securities due October 22, 2030

Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the SPDR® S&P® Regional Banking ETF

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest.

￭Contingent coupon. The securities will pay a contingent coupon but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. However, if the closing level of any underlier is less than its coupon barrier level on any observation date, we will pay no interest with respect to the related interest period.

￭Automatic early redemption. The securities will be automatically redeemed if the closing level of each underlier is greater than or equal to its call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further payments will be made on the securities once they have been automatically redeemed.

￭Payment at maturity. If the securities have not been automatically redeemed prior to maturity and the final level of each underlier is greater than or equal to its downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) the stated principal amount at maturity. If, however, the final level of any underlier is less than its downside threshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities. Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.

￭The value of the securities is based on the worst performing underlier. The fact that the securities are linked to more than one underlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its coupon barrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have not declined as much.

￭The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing a significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participate in any appreciation of any underlier. Investors in the securities must be willing to accept the risk of losing their entire initial investment based on the performance of any underlier. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.

￭All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Stated principal amount:

$1,000 per security

Issue price:

$1,000 per security (see “Commissions and issue price” below)

Aggregate principal amount:

$

Underliers:

S&P 500® Index (the “SPX Index”), Russell 2000® Index (the “RTY Index”) and SPDR® S&P® Regional Banking ETF (the “KRE Fund”). We refer to each of the SPX Index and the RTY Index as an underlying index. We refer to the KRE Fund as an underlying fund.

Strike date:

October 17, 2025

Pricing date:

October 17, 2025

Original issue date:

October 22, 2025

Final observation date:

October 17, 2030, subject to postponement for non-trading days and certain market disruption events

Maturity date:

October 22, 2030

Terms continued on the following page

Agent:

Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”

Estimated value on the pricing date:

Approximately $983.40 per security, or within $40.00 of that estimate. See “Estimated Value of the Securities” on page 5.

Commissions and issue price:

Price to public

Agent’s commissions and fees(1)(2)

Proceeds to us(3)

Per security

$1,000

$

$

Total

$

$

$

(1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.

(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $ per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

(3)See “Use of Proceeds and Hedging” in the accompanying product supplement.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.

References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Product Supplement for Principal at Risk Securities dated February 7, 2025 Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024

 

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Terms continued from the previous page

Automatic early redemption:

The securities are not subject to automatic early redemption until the first redemption determination date. If, on any redemption determination date, the closing level of each underlier is greater than or equal to its call threshold level, the securities will be automatically redeemed for the early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been automatically redeemed.

The securities will not be redeemed on any early redemption date if the closing level of any underlier is less than its call threshold level on the related redemption determination date.

First redemption determination date:

April 17, 2026. Under no circumstances will the securities be redeemed prior to the first redemption determination date.

Redemption determination dates:

April 17, 2026, May 18, 2026, June 17, 2026, July 17, 2026, August 17, 2026, September 17, 2026, October 19, 2026, November 17, 2026, December 17, 2026, January 19, 2027, February 17, 2027, March 17, 2027, April 19, 2027, May 17, 2027, June 17, 2027, July 19, 2027, August 17, 2027, September 17, 2027, October 18, 2027, November 17, 2027, December 17, 2027, January 18, 2028, February 17, 2028, March 17, 2028, April 17, 2028, May 17, 2028, June 20, 2028, July 17, 2028, August 17, 2028, September 18, 2028, October 17, 2028, November 17, 2028, December 18, 2028, January 17, 2029, February 20, 2029, March 19, 2029, April 17, 2029, May 17, 2029, June 18, 2029, July 17, 2029, August 17, 2029, September 17, 2029, October 17, 2029, November 19, 2029, December 17, 2029, January 17, 2030, February 19, 2030, March 18, 2030, April 17, 2030, May 17, 2030, June 17, 2030, July 17, 2030, August 19, 2030 and September 17, 2030, subject to postponement for non-trading days and certain market disruption events

Call threshold level:

With respect to the SPX Index, , which is 100% of its initial level

With respect to the RTY Index, , which is 100% of its initial level

With respect to the KRE Fund, $ , which is 100% of its initial level

Early redemption payment:

The stated principal amount plus the contingent coupon with respect to the related interest period

Early redemption dates:

April 22, 2026, May 21, 2026, June 23, 2026, July 22, 2026, August 20, 2026, September 22, 2026, October 22, 2026, November 20, 2026, December 22, 2026, January 22, 2027, February 22, 2027, March 22, 2027, April 22, 2027, May 20, 2027, June 22, 2027, July 22, 2027, August 20, 2027, September 22, 2027, October 21, 2027, November 22, 2027, December 22, 2027, January 21, 2028, February 23, 2028, March 22, 2028, April 20, 2028, May 22, 2028, June 23, 2028, July 20, 2028, August 22, 2028, September 21, 2028, October 20, 2028, November 22, 2028, December 21, 2028, January 22, 2029, February 23, 2029, March 22, 2029, April 20, 2029, May 22, 2029, June 22, 2029, July 20, 2029, August 22, 2029, September 20, 2029, October 22, 2029, November 23, 2029, December 20, 2029, January 23, 2030, February 22, 2030, March 21, 2030, April 22, 2030, May 22, 2030, June 21, 2030, July 22, 2030, August 22, 2030 and September 20, 2030

Contingent coupon:

A contingent coupon at an annual rate of 12.50% will be paid on the securities on each coupon payment date but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date.

If, on any observation date, the closing level of any underlier is less than its coupon barrier level, we will pay no coupon with respect to the applicable interest period.

Coupon payment dates:

As set forth under “Observation Dates and Coupon Payment Dates” below. If any coupon payment date is not a business day, the coupon payment with respect to such date, if any, will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The coupon payment, if any, with respect to the final observation date shall be made on the maturity date.

Coupon barrier level:

With respect to the SPX Index, , which is 70% of its initial level

With respect to the RTY Index, , which is approximately 70% of its initial level

With respect to the KRE Fund, $ , which is 70% of its initial level

Observation dates:

As set forth under “Observation Dates and Coupon Payment Dates” below, subject to postponement for non-trading days and certain market disruption events

Payment at maturity per security:

If the securities have not been automatically redeemed prior to maturity, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) a payment at maturity determined as follows:

•If the final level of each underlier is greater than or equal to its downside threshold level:

stated principal amount

•If the final level of any underlier is less than its downside threshold level:

stated principal amount × performance factor of the worst performing underlier

Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.

Final level:

With respect to each underlier, the closing level on the final observation date

Downside threshold level:

With respect to the SPX Index, , which is 70% of its initial level

With respect to the RTY Index, , which is approximately 70% of its initial level

With respect to the KRE Fund, $ , which is 70% of its initial level

Performance factor:

With respect to each underlier, final level / initial level

Worst performing underlier:

The underlier with the lowest percentage return from its initial level to its final level

Initial level:

With respect to the SPX Index, , which is its closing level on the strike date

With respect to the RTY Index, , which is its closing level on the strike date

With respect to the KRE Fund, $ , which is its closing level on the strike date

Closing level:

“Closing level” and “adjustment factor” have the meanings set forth under “General Terms of the Securities—Some Definitions” in the accompanying product supplement.

CUSIP:

61779PYM1

ISIN:

US61779PYM12

Listing:

The securities will not be listed on any securities exchange.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Observation Dates and Coupon Payment Dates

Observation Dates

Coupon Payment Dates

November 17, 2025

November 20, 2025

December 17, 2025

December 22, 2025

January 20, 2026

January 23, 2026

February 17, 2026

February 20, 2026

March 17, 2026

March 20, 2026

April 17, 2026

April 22, 2026

May 18, 2026

May 21, 2026

June 17, 2026

June 23, 2026

July 17, 2026

July 22, 2026

August 17, 2026

August 20, 2026

September 17, 2026

September 22, 2026

October 19, 2026

October 22, 2026

November 17, 2026

November 20, 2026

December 17, 2026

December 22, 2026

January 19, 2027

January 22, 2027

February 17, 2027

February 22, 2027

March 17, 2027

March 22, 2027

April 19, 2027

April 22, 2027

May 17, 2027

May 20, 2027

June 17, 2027

June 22, 2027

July 19, 2027

July 22, 2027

August 17, 2027

August 20, 2027

September 17, 2027

September 22, 2027

October 18, 2027

October 21, 2027

November 17, 2027

November 22, 2027

December 17, 2027

December 22, 2027

January 18, 2028

January 21, 2028

February 17, 2028

February 23, 2028

March 17, 2028

March 22, 2028

April 17, 2028

April 20, 2028

May 17, 2028

May 22, 2028

June 20, 2028

June 23, 2028

July 17, 2028

July 20, 2028

August 17, 2028

August 22, 2028

September 18, 2028

September 21, 2028

October 17, 2028

October 20, 2028

November 17, 2028

November 22, 2028

December 18, 2028

December 21, 2028

January 17, 2029

January 22, 2029

February 20, 2029

February 23, 2029

March 19, 2029

March 22, 2029

April 17, 2029

April 20, 2029

May 17, 2029

May 22, 2029

June 18, 2029

June 22, 2029

July 17, 2029

July 20, 2029

August 17, 2029

August 22, 2029

September 17, 2029

September 20, 2029

October 17, 2029

October 22, 2029

November 19, 2029

November 23, 2029

December 17, 2029

December 20, 2029

January 17, 2030

January 23, 2030

February 19, 2030

February 22, 2030

March 18, 2030

March 21, 2030

April 17, 2030

April 22, 2030

May 17, 2030

May 22, 2030

June 17, 2030

June 21, 2030

July 17, 2030

July 22, 2030

 Page 3

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Observation Dates

Coupon Payment Dates

August 19, 2030

August 22, 2030

September 17, 2030

September 20, 2030

October 17, 2030 (final observation date)

October 22, 2030 (maturity date)

 

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Estimated Value of the Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range specified on the cover hereof and will be set forth on the cover of the final pricing supplement.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underliers. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underliers, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underliers, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed with respect to a redemption determination date, whether a contingent coupon is payable with respect to an observation date and how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity. The following examples are for illustrative purposes only. Whether the securities are automatically redeemed prior to maturity will be determined by reference to the closing level of each underlier on each redemption determination date. Whether you receive a contingent coupon will be determined by reference to the closing level of each underlier on each observation date. The payment at maturity will be determined by reference to the closing level of each underlier on the final observation date. The actual initial level, call threshold level, coupon barrier level and downside threshold level for each underlier will be determined on the strike date. All payments on the securities are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease of analysis. The below examples are based on the following terms:

Stated principal amount:

$1,000 per security

Hypothetical initial level:

With respect to the SPX Index, 100.00*

With respect to the RTY Index, 100.00*

With respect to the KRE Fund, $100.00*

Hypothetical call threshold level:

With respect to the SPX Index, 100.00, which is 100% of its hypothetical initial level

With respect to the RTY Index, 100.00, which is 100% of its hypothetical initial level

With respect to the KRE Fund, $100.00, which is 100% of its hypothetical initial level

Hypothetical coupon barrier level:

With respect to the SPX Index, 70.00, which is 70% of its hypothetical initial level

With respect to the RTY Index, 70.00, which is 70% of its hypothetical initial level

With respect to the KRE Fund, $70.00, which is 70% of its hypothetical initial level

Hypothetical downside threshold level:

With respect to the SPX Index, 70.00, which is 70% of its hypothetical initial level

With respect to the RTY Index, 70.00, which is 70% of its hypothetical initial level

With respect to the KRE Fund, $70.00, which is 70% of its hypothetical initial level

Contingent coupon:

12.50% per annum (corresponding to approximately $10.417 per interest period per security). The actual contingent coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent coupon of $10.417 is used in these examples for ease of analysis.

*The hypothetical initial level of ($)100.00 for each underlier has been chosen for illustrative purposes only and does not represent the actual initial level of any underlier. Please see “Historical Information” below for historical data regarding the actual closing levels of the underliers.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

How to determine whether the securities will be automatically redeemed with respect to a redemption determination date:

 

Closing Level

Early Redemption Payment

SPX Index

RTY Index

KRE Fund

Hypothetical Redemption Determination Date #1

105.00 (greater than or equal to its call threshold level)

45.00 (less than its call threshold level)

$110.00 (greater than or equal to its call threshold level)

N/A

Hypothetical Redemption Determination Date #2

110.00 (greater than or equal to its call threshold level)

125.00 (greater than or equal to its call threshold level)

$115.00 (greater than or equal to its call threshold level)

$1,000 + $10.417 (the stated principal amount + the contingent coupon with respect to the related interest period)

For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed)” below.

On hypothetical redemption determination date #1, because the closing level of at least one underlier is less than its call threshold level, the securities are not automatically redeemed on the related early redemption date.

On hypothetical redemption determination date #2, because the closing level of each underlier is greater than or equal to its call threshold level, the securities are automatically redeemed on the related early redemption date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further payments are made on the securities once they have been automatically redeemed.

If the closing level of any underlier is less than its call threshold level on each redemption determination date, the securities will not be automatically redeemed prior to maturity.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed):

 

Closing Level

Payment per Security

SPX Index

RTY Index

KRE Fund

Hypothetical Observation Date #1

90.00 (greater than or equal to its coupon barrier level)

125.00 (greater than or equal to its coupon barrier level)

$115.00 (greater than or equal to its coupon barrier level)

$10.417

Hypothetical Observation Date #2

55.00 (less than its coupon barrier level)

45.00 (less than its coupon barrier level)

$110.00 (greater than or equal to its coupon barrier level)

$0

Hypothetical Observation Date #3

130.00 (greater than or equal to its coupon barrier level)

115.00 (greater than or equal to its coupon barrier level)

$125.00 (greater than or equal to its coupon barrier level)

$1,000 + $10.417 (the stated principal amount + the contingent coupon with respect to the related interest period)

For more information, please see “How to determine whether the securities will be automatically redeemed with respect to a redemption determination date” above.

On hypothetical observation date #1, because the closing level of each underlier is greater than or equal to its coupon barrier level, the contingent coupon is paid on the related coupon payment date.

On hypothetical observation date #2, because the closing level of at least one underlier is less than its coupon barrier level, no contingent coupon is paid on the related coupon payment date.

On hypothetical observation date #3, the closing level of each underlier is greater than or equal to its coupon barrier level. Because the closing level of each underlier is also greater than or equal to its call threshold level, the securities are automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further payments are made on the securities once they have been automatically redeemed.

If the closing level of any underlier is less than its coupon barrier level on each observation date, you will not receive any contingent coupons for the entire term of the securities.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

How to calculate the payment at maturity (if the securities have not been automatically redeemed):

The hypothetical examples below illustrate how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity.

 

Final Level

Payment at Maturity per Security

SPX Index

RTY Index

KRE Fund

Example #1

110.00 (greater than or equal to its downside threshold level)

125.00 (greater than or equal to its downside threshold level)

$115.00 (greater than or equal to its downside threshold level)

$1,000 + $10.417 (the stated principal amount + the contingent coupon with respect to the final observation date)

For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed)” above.

Example #2

85.00 (greater than or equal to its downside threshold level)

45.00 (less than its downside threshold level)

$110.00 (greater than or equal to its downside threshold level)

$1,000 × performance factor of the worst performing underlier = $1,000 × (45.00 / 100.00) = $450.00

Example #3

50.00 (less than its downside threshold level)

30.00 (less than its downside threshold level)

$20.00 (less than its downside threshold level)

$1,000 × ($20.00 / $100.00) = $200.00

In example #1, the final level of each underlier is greater than or equal to its downside threshold level. Therefore, investors receive at maturity the stated principal amount. Because the final level of each underlier is also greater than or equal to its coupon barrier level, investors receive the contingent coupon with respect to the final observation date. Investors do not participate in any appreciation of any underlier.

In examples #2 and #3, the final level of at least one underlier is less than its downside threshold level. Therefore, investors receive at maturity a payment that reflects a loss of 1% of principal for each 1% decline in the level of the worst performing underlier. Moreover, because the final level of at least one underlier is also less than its coupon barrier level, investors do not receive a contingent coupon with respect to the final observation date.

If the securities have not been automatically redeemed prior to maturity and the final level of any underlier is less than its downside threshold level, you will be exposed to the negative performance of the worst performing underlier at maturity, and your payment at maturity will be significantly less than the stated principal amount of the securities and could be zero.

 Page 9

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Risk Factors

This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

Risks Relating to an Investment in the Securities

￭The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the repayment of any principal. If the securities have not been automatically redeemed prior to maturity and the final level of any underlier is less than its downside threshold level, the payout at maturity will be an amount in cash that is significantly less than the stated principal amount of each security, and you will lose an amount proportionate to the full decline in the level of the worst performing underlier over the term of the securities. There is no minimum payment at maturity on the securities, and, accordingly, you could lose your entire initial investment in the securities.

￭The securities do not provide for the regular payment of interest. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a contingent coupon on a coupon payment date but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. However, if the closing level of any underlier is less than its coupon barrier level on any observation date, we will pay no coupon with respect to the applicable interest period. It is possible that the closing level of an underlier will remain below its coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupons. If you do not earn sufficient contingent coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.

￭Payment of the contingent coupon is based on the closing levels of the underliers on only the related observation date at the end of the related interest period. Whether the contingent coupon will be paid on any coupon payment date will be determined at the end of the related interest period based on the closing level of each underlier on the related observation date. As a result, you will not know whether you will receive the contingent coupon on a coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the closing levels of the underliers on the observation dates, if the closing level of any underlier on any observation date is less than its coupon barrier level, you will receive no coupon with respect to the related interest period, even if the closing level of such underlier was greater than or equal to its coupon barrier level on other days during that interest period and even if the closing levels of the other underliers are greater than or equal to their coupon barrier levels on such observation date.

￭Investors will not participate in any appreciation in the value of any underlier. Investors will not participate in any appreciation in the value of any underlier from the strike date to the final observation date, and the return on the securities will be limited to the contingent coupons that are paid with respect to the observation dates on which the closing level of each underlier is greater than or equal to its coupon barrier level. It is possible that the closing level of an underlier will remain below its coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupons.

￭The securities are subject to early redemption risk. The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are automatically redeemed prior to maturity, you will receive no further payments on the securities, may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be redeemed prior to the first redemption determination date.

￭The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the value of each underlier at any time will affect the value of the securities more than any other single factor. Other factors that may influence the value of the securities include:

othe volatility (frequency and magnitude of changes in value) of the underliers;

ointerest and yield rates in the market;

odividend rates on the underliers, as applicable;

othe level of correlation between the underliers;

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underliers or equity markets generally;

othe availability of comparable instruments;

othe occurrence of certain events affecting the underlying fund that may or may not require an adjustment to the adjustment factor;

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

othe composition of each underlier and changes in the component securities of each underlier;

othe time remaining until the securities mature; and

oany actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount if, at the time of sale, the closing level of any underlier is at, below or not sufficiently above its downside threshold level and/or coupon barrier level, or if market interest rates rise.

You can review the historical closing levels of the underliers in the section of this document called “Historical Information.” You cannot predict the future performance of an underlier based on its historical performance. The values of the underliers may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. There can be no assurance that the closing level of each underlier will be greater than or equal to its coupon barrier level on any observation date so that you will receive a contingent coupon with respect to the applicable interest period, or that the final level of each underlier will be greater than or equal to its downside threshold level so that you do not suffer a significant loss on your initial investment in the securities.

￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities, and, therefore, you are subject to our credit risk. The securities are not guaranteed by any other entity. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underliers, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities may be influenced by many unpredictable factors” above.

￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

￭As discussed in more detail in the accompanying product supplement, investing in the securities is not equivalent to investing in the underlier(s).

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and significant aspects of the tax treatment of the securities are uncertain. Moreover, non-U.S. investors should note that persons having withholding responsibility in respect of the securities are, absent an exception, expected to withhold on any coupon paid to a non-U.S. investor, generally at a rate of 30%. We will not pay any additional amounts in respect of such withholding. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.

Risks Relating to the Underlier(s)

￭Because your return on the securities will depend upon the performance of the underlier(s), the securities are subject to the following risk(s), as discussed in more detail in the accompanying product supplement.

oYou are exposed to the price risk of each underlier.

oBecause the securities are linked to the performance of the worst performing underlier, you are exposed to a greater risk of not receiving a positive return on the securities and/or sustaining a significant loss on your investment than if the securities were linked to just one underlier.

oAdjustments to an underlying fund or the index tracked by such underlying fund could adversely affect the value of the securities.

oThe performance and market price of an underlying fund, particularly during periods of market volatility, may not correlate with the performance of its share underlying index, the performance of the component securities of its share underlying index or the net asset value per share of such underlying fund.

oThe anti-dilution adjustments the calculation agent is required to make do not cover every event that could affect an underlying fund.

oAdjustments to an underlying index could adversely affect the value of the securities.

￭The securities are subject to risks associated with small-capitalization companies. The Russell 2000® Index consists of stocks issued by companies with relatively small market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.

￭The securities are subject to risks associated with investments in securities with a concentration in the banking sector. The securities included in the S&P® Regional Banks Select Industry Index and that are generally tracked by the SPDR® S&P® Regional Banking ETF are issued by companies whose primary business is directly associated with the banking sector. The performance of bank stocks may be affected by governmental regulation that may limit the amount and types of loans and other financial commitments that banks can make, the interest rates and fees they can charge and the amount of capital they must

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively impact the banking sector. Banks may also be subject to severe price competition. The banking industry is highly competitive, and thus, failure to maintain or increase market share may adversely affect profitability.

Investments in regional banks, which may be small or medium in size, may involve greater risk than investing in larger, more established banks. Securities of regional banks are often less liquid and subject to greater volatility and less trading volume than is customarily associated with securities of larger banks. A regional bank’s financial performance may be dependent upon the business environment in certain geographic regions of the United States and, as a result, adverse economic or employment developments in such regions may negatively impact such regional bank.

Risks Relating to Conflicts of Interest

In engaging in certain activities described below and as discussed in more detail in the accompanying product supplement, our affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will make any determinations necessary to calculate any payment(s) on the securities. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, which may adversely affect your return on the securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Historical Information

S&P 500® Index Overview

Bloomberg Ticker Symbol: SPX

The S&P 500® Index is intended to provide a benchmark for performance measurement of the large capitalization segment of the U.S. equity markets by tracking the stock price movement of 500 companies with large market capitalizations. The underlying index publisher with respect to the S&P 500® Index is S&P® Dow Jones Indices LLC, or any successor thereof. Component stocks of the S&P 500® Index are required to have a total company level market capitalization that reflects approximately the 85th percentile of the S&P® Total Market Index. The S&P 500® Index measures the relative performance of the common stocks of 500 companies as of a particular time as compared to the performance of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under “S&P® U.S. Indices—S&P 500® Index” in the accompanying index supplement.

The closing level of the SPX Index on October 10, 2025 was 6,552.51. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

SPX Index Daily Closing Levels

January 1, 2020 to October 10, 2025

 

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Morgan Stanley Finance LLC

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Principal at Risk Securities

 

Russell 2000® Index Overview

Bloomberg Ticker Symbol: RTY

The Russell 2000® Index is an index that measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on eligible U.S. exchanges. The underlying index publisher with respect to the Russell 2000® Index is FTSE International Limited, or any successor thereof. The Russell 2000® Index is designed to track the performance of the small-capitalization segment of the U.S. equity market. The companies included in the Russell 2000® Index are the middle 2,000 (i.e., those ranked 1,001 through 3,000) of the companies that form the Russell 3000E™ Index. The Russell 2000® Index represents approximately 7% of the U.S. equity market. For additional information about the Russell 2000® Index, see the information set forth under “Russell Indices—Russell 2000® Index” in the accompanying index supplement.

The closing level of the RTY Index on October 10, 2025 was 2,394.595. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

RTY Index Daily Closing Levels

January 1, 2020 to October 10, 2025

 

 

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

SPDR® S&P® Regional Banking ETF Overview

Bloomberg Ticker Symbol: KRE UP

The SPDR® S&P® Regional Banking ETF is an exchange-traded fund that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of its share underlying index, which is the S&P® Regional Banks Select Industry Index. The underlying fund manager with respect to the SPDR® S&P® Regional Banking ETF is SPDR® Series Trust, which is a registered investment company. It is possible that the underlier may not fully replicate the performance of its share underlying index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Securities and Exchange Commission by the underlying fund manager pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Securities and Exchange Commission file numbers 333-57793 and 811-08839, respectively, through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlier may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlier is accurate or complete.

The closing level of the KRE Fund on October 10, 2025 was $60.19. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

KRE Fund Daily Closing Levels

January 1, 2020 to October 10, 2025

 

This document relates only to the securities referenced hereby and does not relate to the underlier. We have derived all disclosures contained in this document regarding the underlier from the publicly available documents described above. In connection with this offering of securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the underlier. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlier is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the underlier (and therefore the closing level of the underlier on the strike date) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the underlier could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the underlier.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

We and/or our affiliates may presently or from time to time engage in business with the underlying fund manager. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the underlier, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the underlier. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. You should undertake an independent investigation of the underlier as in your judgment is appropriate to make an informed decision with respect to an investment linked to the underlier.

The securities are not sponsored, endorsed, sold, or promoted by the underlying fund manager. The underlying fund manager makes no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. The underlying fund manager has no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

S&P® Regional Banks Select Industry Index. The S&P® Regional Banks Select Industry Index is a modified equal weighted index composed of stocks in the S&P® Total Market Index that are classified as part of the Regional Banks sub-industry under the Global Industry Classification Standard. The share underlying index publisher with respect to the S&P® Regional Banks Select Industry Index is S&P® Dow Jones Indices LLC, or any successor thereof. For more information, see “Regional Banks Select Industry Index” in the accompanying index supplement.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

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Additional Terms of the Securities

Please read this information in conjunction with the terms on the cover of this document.

Additional Terms:

If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.

Denominations:

$1,000 per security and integral multiples thereof

Day-count convention:

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Interest period:

The period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof.

Amortization period:

The 6-month period following the issue date

Trustee:

The Bank of New York Mellon

Calculation agent:

Morgan Stanley & Co. LLC (“MS & Co.”)

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Additional Information About the Securities

Additional Information:

Minimum ticketing size:

$1,000 / 1 security

United States federal income tax considerations:

You should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities.

Generally, this discussion assumes that you purchased the securities for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. You should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a security.

In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts with associated coupons, and any coupons as ordinary income, as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Financial Contracts with Associated Coupons” in the accompanying product supplement. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it. Moreover, because this treatment of the securities and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. A different tax treatment could be adverse to you.

We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In particular, there is a risk that the securities could be characterized as debt instruments for U.S. federal income tax purposes, in which case the tax consequences of an investment in the securities could be different from those described herein and possibly adverse to certain investors. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.

Non-U.S. Holders. The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in respect of the securities, we would expect generally to treat the coupons paid to Non-U.S. Holders (as defined in the accompanying product supplement) as subject to U.S. withholding tax. Moreover, you should expect that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons.

As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the securities.

We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.

You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities

Principal at Risk Securities

 

Additional considerations:

Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.

Supplemental information regarding plan of distribution; conflicts of interest:

MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $ per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities.

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities.

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement and the index supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement, the index supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about Morgan Stanley and this offering. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the index supplement and the product supplement if you so request by calling toll-free 1-(800)-584-6837.

Terms used but not defined in this document are defined in the product supplement, in the index supplement or in the prospectus. Each of the product supplement, the index supplement and the prospectus can be accessed via the hyperlinks set forth on the cover of this document.

 

 Page 20

Source: View Original Filing on SEC EDGAR

FAQ

What is Morgan Stanley (MS) issuing in this 424(b)(2) supplement?

Contingent Income Auto-Callable Securities due October 22, 2030, linked to the worst of SPX, RTY and KRE, fully guaranteed by Morgan Stanley.

How does the 12.50% contingent coupon work for MS notes?

A 12.50% per annum coupon is paid only if on the observation date each underlier is at or above its coupon barrier (70% of initial).

When can the MS notes be called early?

They auto-call if each underlier is at or above its call threshold (100% of initial) on a redemption determination date. First call check is April 17, 2026.

What happens at maturity if the notes are not called?

If each underlier is at or above its downside threshold (70% of initial), you receive principal (plus final coupon if payable); otherwise, principal is reduced 1:1 with the worst performer.

What are the price and estimated value of these MS securities?

Issue price is $1,000 per security; the estimated value on the pricing date is approximately $983.40 per security.

Are these MS notes listed or insured?

They will not be listed on any exchange and are not FDIC insured. All payments are subject to MSFL/Morgan Stanley credit risk.

Which underliers drive payments on these MS notes?

The S&P 500 Index (SPX), Russell 2000 Index (RTY) and SPDR S&P Regional Banking ETF (KRE); the payoff depends on the worst performer.
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Oct 17, 2025
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Oct 16, 2025
[424B2] MORGAN STANLEY Prospectus Supplement

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