Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley (MS), filed a preliminary 424(b)(2) for Jump Securities with Auto‑Callable Feature due November 1, 2030, linked to the worst performing of the Nasdaq‑100 Index (NDX) and EURO STOXX 50 (SX5E). The notes are principal at risk, unsecured, and do not pay periodic interest. The issue price is $1,000 per security; the estimated value on the pricing date is approximately $958.80 per security (or within $55 of that estimate).

The notes may auto‑redeem starting November 2, 2026 if each index closes at or above its call threshold (100% of initial), for an early redemption payment corresponding to ~10.65% per annum, increasing over scheduled dates. If held to maturity and each index is at or above its call threshold, the payment is $1,532.50 per security. If either index is below the call threshold but both are at or above the downside threshold (70% of initial), repayment is the $1,000 principal. If either finishes below its downside threshold, investors lose 1% of principal for each 1% decline in the worst performer, potentially to zero. The securities are subject to issuer credit risk and will not be listed on any exchange.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to Bank of America common stock, fully and unconditionally guaranteed by Morgan Stanley, due October 26, 2028. These principal-at-risk notes pay a 10.00% annual contingent coupon only when the underlier closes at or above the coupon barrier on each observation date, with unpaid coupons eligible to be paid later if the barrier is met.

The notes may auto-call at the stated principal amount plus any due coupons if the underlier is at or above the 100% call threshold on a redemption determination date, beginning January 23, 2026. If held to maturity and the final level is at or above the downside threshold, investors receive principal; if below the threshold, repayment is reduced 1% for every 1% decline, potentially to zero. The downside threshold and coupon barrier will be set on the pricing date and are each stated as at most 77.50% of the initial level.

The issue price is $1,000 per security; estimated value on the pricing date is approximately $973 per security. Agent commissions are $20 per $1,000, with proceeds to the issuer of $980 per security. The securities will not be listed on any exchange and are subject to the issuer’s credit risk.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering Contingent Income Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. These principal-at-risk notes may pay a 17.00% per annum contingent coupon only when the underlier’s closing level is at or above the 70% coupon barrier on each observation date.

The notes auto-call at par plus the applicable coupon if the underlier is at or above the 100% call threshold on any redemption determination date, starting January 26, 2026. If not called, at maturity on October 29, 2030 investors receive par if the final level is at or above the 50% downside threshold; otherwise the payoff declines 1% for each 1% drop in the underlier. Issue price is $1,000 per security; the estimated value on pricing is approximately $937 per security. The notes are unsecured obligations, subject to Morgan Stanley’s credit risk, and will not be listed on an exchange.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the S&P MidCap 400 Index, due October 22, 2031, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and use averaging to set both the initial and final index values.

At maturity: above 109% of the initial average index value, holders receive $1,000 plus 1.92% for each 1.00% the index exceeds that upper strike, up to a maximum payment of $2,190.40 per Security. Between 96% and 109%, repayment is $1,000. Between 96% and 92%, losses are 2x the decline below the 96% lower strike. Below 92%, losses match the full decline from the initial average value, with no minimum payment.

The issue price is $1,000 per Security; estimated value on the pricing date is approximately $953. Per Security, the agent’s sales commission is $1.50 and a structuring fee is $1.00, resulting in $997.50 proceeds to the issuer. The notes will not be listed; MS & Co. may make a market but is not obligated to. All payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC filed a preliminary pricing supplement for Dual Directional Trigger PLUS, unsecured notes fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P 500 Futures Excess Return Index. The notes pay no interest, are principal at risk, and will not be listed.

Each security has a $1,000 stated principal amount and offers 164% leveraged upside on gains. If the index is flat to down but above the downside threshold, investors receive the absolute decline (capped at a positive return of 40%). If the final level falls below the downside threshold of 60% of the initial level on the observation date, investors lose 1% of principal per 1% index decline, up to total loss.

Key dates include strike/pricing on October 24, 2025, observation on October 24, 2031, and maturity on October 29, 2031. The estimated value on the pricing date is approximately $938.10 per security (within $40). Commissions are $32.50 per security, plus up to $9 structuring fee; proceeds to the issuer are $967.50 per security. All payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Step-Down Jump Securities with an auto-call feature due October 28, 2030, linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a $1,000 stated principal and issue price.

The notes may redeem early if the index closes at or above the applicable call threshold on scheduled determination dates starting October 26, 2026, paying fixed amounts that step up from $1,160 to $1,760 per security, corresponding to approximately 16.00% per annum. If held to maturity and the final level is at or above the downside threshold (60% of the initial level), the payment is $1,800 per security. Otherwise, repayment declines 1% for every 1% index drop, and can be zero.

The preliminary estimated value on the pricing date is approximately $927.40 per security (within $40.00 of that estimate). The securities will not be listed, involve MS & Co. as agent, and all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due October 20, 2028, linked to Reddit, Inc. (Class A), fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay a 27.10% annual contingent coupon, but only if the Reddit closing level is at or above the coupon barrier on each observation date.

The notes may be automatically called on scheduled dates starting April 17, 2026 if Reddit’s closing level is at or above the call threshold. If called, investors receive the $1,000 stated principal plus the applicable coupon, and no further payments. At maturity, if not called and the final level is at or above the downside threshold, investors receive the $1,000 principal (plus the final coupon, if payable). If the final level is below the downside threshold, the payout declines 1% for each 1% drop in the underlier and can be zero.

Key terms: Initial level $194.95; coupon barrier $97.475 (50% of initial); downside threshold $97.475; call threshold $194.95 (100% of initial). Issue price $1,000 per security; estimated value approximately $985 on the pricing date. The notes will not be listed and all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC is offering principal at risk, contingent income memory auto-callable securities due October 28, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of Apple Inc. (AAPL) and Palantir Technologies Inc. (PLTR) and are unsecured obligations.

The securities pay a contingent coupon at 20.00% per annum on scheduled dates only if each stock closes at or above its coupon barrier (60% of its initial level) on the related observation date; unpaid coupons may be paid later if a subsequent observation meets the barrier. The notes auto-redeem if, on any redemption determination date starting January 26, 2026, each stock is at or above its call threshold (100% of its initial level), paying principal plus the current and any previously unpaid contingent coupons.

If not redeemed early, investors receive principal at maturity only if each final level is at or above its downside threshold (60% of initial); otherwise, repayment is reduced 1% for each 1% decline of the worst performer and could be zero. Issue price is $1,000 per security; the estimated value on the pricing date is approximately $956.60. The notes will not be listed and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Contingent Income Buffered Auto‑Callable Securities linked to the iShares Bitcoin Trust ETF (IBIT). The notes can pay a contingent monthly coupon at an annual rate of 24.00% (about $20 per $1,000 note per month) if IBIT closes at or above 80% of the initial share price on each observation date.

The initial share price is $60.47 and the coupon barrier is $48.376. The notes auto‑call at monthly dates beginning November 20, 2025 if IBIT closes at or above the initial price, paying principal plus the due coupon(s). If not called, they mature on October 23, 2026. A 20% buffer applies at maturity; below that, the payoff declines by 1.25% for every 1% drop beyond the buffer, and principal can be lost up to zero. There is no upside participation. Estimated value is about $979.60 per $1,000 note; sales and structuring fees total $1.00 per note, with $999 per note to the issuer. The notes are unsecured, guaranteed by Morgan Stanley, and will not be listed.