MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC priced a contingent-income, principal-at-risk auto-callable note offering: $1,000 stated principal per security, aggregate $1,965,000, original issue price $1,000 and an estimated value of $968.60 on the pricing date. The notes mature on December 30, 2027 with a 10.20% per annum contingent coupon payable only if each underlier meets its coupon barrier on observation dates.

The securities are linked to the worst performing of the Nasdaq-100® Technology Sector (NDXT), the Russell 2000® (RTY) and the S&P 500® (SPX). Call thresholds equal 100% of initial levels; coupon barrier and downside threshold levels equal 70% of initial levels. If not auto-redeemed, final payment returns principal only if each underlier ≥ its downside threshold; otherwise payment at maturity equals stated principal × performance factor of the worst performing underlier, which can result in substantial loss of principal. All payments are subject to MSFL and Morgan Stanley credit risk.

Morgan Stanley Finance LLC is offering Buffered PLUS principal-at-risk securities tied to the S&P 500® Futures Excess Return Index with a 202% leverage factor and a five-year term maturing on June 27, 2031. The stated principal amount is $1,000 per security and the aggregate principal offered is $4,784,000. The securities provide a 20% buffer on losses and a 20% minimum payment at maturity; if the final index level is above the initial level, investors receive the stated principal plus leveraged upside, while losses beyond the buffer reduce principal on a 1:1 basis. All payments are subject to the issuer and guarantor credit risk of Morgan Stanley.

Morgan Stanley Finance LLC priced Principal-at-Risk buffered, auto-callable notes tied to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index with a stated principal amount of $1,000 per security and an aggregate principal amount of $1,511,000. The securities may auto-redeem on specified determination dates for fixed early redemption payments that imply approximately 18.00% per annum; if not redeemed, maturity payments depend on the final index level relative to a call threshold (initial level 1,344.60) and a 15% buffer, with downside exposure below the buffer and a minimum payment of 15% of principal. All payments are unsecured and subject to Morgan Stanley's credit risk, and the estimated value on the pricing date was $909.90 per security.

Morgan Stanley Finance LLC priced a series of Trigger PLUS principal-at-risk securities linked to the worst performing of the Nasdaq-100® Technology Sector Index and the S&P 500® Index. The securities have a $1,000 stated principal amount, a 150% leverage factor on the upside, a maximum payment at maturity of $1,271.50 and mature on December 30, 2027. At maturity the payout is determined solely by the worst performing underlier on the observation date: investors either receive leveraged upside up to the stated cap, return of principal in a limited performance range, or suffer losses proportional to declines below the 70% downside threshold, potentially losing their entire investment. All payments are subject to the credit risk of Morgan Stanley and the securities do not pay interest.

Morgan Stanley Finance LLC is offering Principal at Risk auto-callable securities linked to UnitedHealth Group common stock, with a stated principal amount of $1,000 per security and an aggregate issuance of $4,400,000. The notes pay a contingent coupon at an annual rate of 11.40% on observation dates only if the underlier is at or above a coupon barrier of $263.77 (65% of the initial level). The initial/strike level and call threshold are $405.80 (100% of initial). The securities may auto-redeem on specified redemption determination dates beginning September 24, 2026. At maturity on December 30, 2027, if the final level is below the downside threshold ($263.77), payment equals principal × (final level / initial level) and could be significantly less than, or equal to, zero. All payments are subject to MSFL/Morgan Stanley credit risk; estimated value at issuance was $981.30 per security.

Morgan Stanley Finance LLC is offering $1,000,000 aggregate principal of Buffered PLUS notes, fully and unconditionally guaranteed by Morgan Stanley. The securities mature June 28, 2029 and return the stated principal plus a 150% leverage on positive basket performance subject to a $1,471 maximum payment.

The notes provide a 5% buffer (buffer level 95) against declines; losses beyond the buffer reduce principal 1% for each 1% decline, subject to a 5% minimum payment. The estimated value on the pricing date was $977.10 per security and all payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC is offering structured, principal-at-risk notes linked to the First Trust Nasdaq Cybersecurity ETF (CIBR) with a stated principal amount of $1,000 per security and an aggregate offering of $530,000. The securities pay a contingent coupon at an annual rate of 9.50% on each coupon payment date only if the underlier's closing level on the related observation date is at or above the coupon barrier level of $58.66 (70% of the initial level). The notes are subject to automatic early redemption if the underlier's closing level on any redemption determination date is greater than or equal to the call threshold of $83.80 (100% of the initial level); early redemption payments equal the stated principal plus the contingent coupon for the related period. If not redeemed early, maturity payment is the stated principal if the final level is at or above the downside threshold ($58.66); if the final level is below that threshold, payment equals the stated principal multiplied by the performance factor (final level/initial level), exposing holders to a potentially total loss. All payments are unsecured obligations of MSFL and fully guaranteed by Morgan Stanley and therefore subject to the guarantor's credit risk. The estimated value on the pricing date was $967.60 per security; the issue price is $1,000 per security, with an agent commission of $20 per security.

Morgan Stanley Finance LLC priced Dual Directional Buffered Participation Securities due September 29, 2027, linked to the worst performing of the Dow Jones Industrial Average and the S&P 500® Index. Each security has a stated principal amount of $1,000 and an original issue price of $1,000. The securities pay no interest and expose investors to Morgan Stanley credit risk.

At maturity the payout depends on the worst performing underlier on the observation date of September 24, 2027. The securities provide (i) full participation up to a maximum upside payment of $1,133.50, (ii) a 19% buffer (81% buffer level) that converts certain declines into a limited positive payoff, and (iii) a downside exposure where losses beyond the buffer reduce principal dollar-for-dollar, subject to a minimum payment of 19% of principal. Estimated value on pricing date was $989.90.

Morgan Stanley Finance LLC and Morgan Stanley are offering Structured Investments — Contingent Income Memory Buffered Auto-Callable Securities due May 30, 2029 (stated principal amount $1,000 each) linked to the worst performing of the State Street SPDR S&P Metals & Mining ETF (XME) and the VanEck Gold Miners ETF (GDX).

The notes pay a contingent coupon at an annual rate of 7.00% only when both underliers meet their coupon barrier levels on observation dates, feature automatic early redemption if both underliers meet their call thresholds on redemption determination dates, and provide a buffer that shields the first 20% of decline but expose investors to losses beyond that (minimum payment at maturity is 20% of principal). All payments are subject to the issuer’s and guarantor’s credit risk.