Morgan Stanley SEC Filings

Morgan Stanley Finance LLC launched preliminary terms for S&P 500-linked Buffered Jump Securities with an auto-call feature due October 21, 2027, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are issued at $1,000 per security, with an estimated value on the pricing date of approximately $996.20 per security (within $25 of that estimate).

The notes auto-redeem on November 4, 2026 for $1,100 per security if the S&P 500® closing level on October 30, 2026 is at or above the call threshold 6,664.01 (100% of the initial level). If held to maturity: above the initial level 6,664.01 pays principal plus an upside payment at a 255% participation rate; between the initial level and the buffer level 5,797.689 (13% buffer) returns principal; below the buffer, losses apply at a 1.1494x downside factor. The securities pay no interest, are subject to issuer credit risk, and will not be listed on an exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, filed a 424(b)(2) preliminary pricing supplement for Contingent Income Auto-Callable Securities linked to Hims & Hers Health, Inc. Class A common stock. These principal-at-risk notes offer a 46.60% per annum contingent coupon, paid only when the underlier’s closing level is at or above the coupon barrier on each observation date.

The initial level is $49.78 (strike date October 17, 2025). The coupon barrier is $29.868 (60% of the initial level) and the downside threshold is $24.89 (50%). The call threshold is $49.78 (100%). The notes may auto-call on scheduled quarterly dates starting April 17, 2026; if called, holders receive the $1,000 stated principal plus the applicable coupon and no further payments. If held to maturity on October 20, 2028 and the final level is below the downside threshold, repayment is reduced 1% for each 1% decline, potentially to zero.

The issue price is $1,000 per security; the estimated value on the pricing date is approximately $979 per security. The securities will not be listed, are sold to fee-based advisory accounts, and all payments are subject to the issuers’ credit risk.

Morgan Stanley Finance LLC is offering $1,600,000 of Contingent Income Auto-Callable Securities due April 8, 2027, linked to Meta Platforms, Inc. Class A common stock. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and are issued at $1,000 per security.

The notes pay a 9.00% per annum contingent coupon only if META’s closing level is at or above the coupon barrier of $500.962 (70% of the $715.66 initial level) on each observation date. They auto-call if META is at or above the call threshold of $715.66 (100% of initial), returning principal plus the coupon. If not called, and at maturity META is below the downside threshold of $429.396 (60% of initial), repayment is reduced 1% for each 1% decline, potentially to zero. The offering carries principal at risk, includes an estimated value of $969.00 per security on the pricing date, and provides total proceeds to the issuer of $1,570,000 after selling commissions.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Memory Auto-Callable Securities due April 27, 2028, linked to the worst performing of Broadcom (AVGO), Alphabet Class A (GOOGL) and Microsoft (MSFT). The notes are issued at $1,000 per security, with an estimated value on the pricing date of approximately $969.30 per security.

The notes pay a contingent coupon at 13.45% per annum on scheduled dates only if each stock closes at or above its coupon barrier (50% of its initial level). They auto-call, paying principal plus any due and previously unpaid coupons, if on a redemption determination date each stock is at or above its call threshold (90% of its initial level), starting April 24, 2026. If not called, at maturity investors receive principal only if each final level is at or above its downside threshold (50% of initial). Otherwise, the payoff reflects a 1% loss for every 1% decline of the worst performer, which could reduce the payment to zero. The securities are unsecured, subject to the issuer’s and guarantor’s credit, and will not be listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, priced Market‑Linked Notes tied to the S&P 500 Futures Excess Return Index. The notes pay no interest and return principal at maturity, with upside only if the final index level exceeds the initial level.

Key terms: Aggregate principal amount $650,000; issue price $1,000 per note; maturity October 21, 2027 after an observation on October 18, 2027. Participation rate 100%, with a maximum payment at maturity of $1,135 per note (113.50%). The initial index level is 543.95.

Economics: Estimated value on the pricing date is $986.30 per note, reflecting issuance, structuring and hedging costs. Per‑note economics: price to public $1,000, agent’s fees $10.50, and $989.50 to the issuer; total proceeds $643,175. The notes will not be listed; secondary market making by MS & Co. may occur but is not assured.

Risks and other considerations: All payments are subject to the issuer and guarantor’s credit risk. Upside is capped at the stated maximum, and performance is determined solely on the observation date. For U.S. tax purposes, the notes are expected to be treated as CPDIs with a comparable yield of 3.7700% per annum.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, filed an amendment to a preliminary pricing supplement for Callable Contingent Income Buffered Securities due October 28, 2026, linked to the worst performer of the Nasdaq-100, Russell 2000, and S&P 500.

The notes may pay a contingent coupon at an annual rate of 12.65% on scheduled dates only if each index closes at or above 87.50% of its initial level on the related observation date. They feature a 12.50% buffer and a minimum payment at maturity of 12.50% of principal; investors do not participate in any index appreciation.

The issuer may redeem the notes, in whole, on specified dates starting January 23, 2026 if a risk‑neutral valuation model indicates redemption is economically rational for the issuer. Issue price is $1,000 per security; the estimated value on the pricing date is approximately $984.30 per security. All payments are subject to the issuer’s credit risk.

Morgan Stanley Finance LLC launched preliminary terms for Contingent Income Auto-Callable Securities due November 3, 2028, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay a contingent coupon at 10.00% per annum only if, on each observation date, the Utilities Select Sector SPDR Fund (XLU), the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY) each close at or above their coupon barrier levels.

The notes may be automatically called on scheduled monthly dates starting April 30, 2026 if each underlier is at or above its call threshold (100% of initial), paying the stated principal plus the coupon and ending further payments. If not called, at maturity investors receive principal only if each final level is at or above its downside threshold (70% of initial); otherwise, repayment is reduced 1% for every 1% decline of the worst performer. The issue price is $1,000 per security and the estimated value on pricing is approximately $960.20 per security (or within $45 of that estimate). The notes will not be listed and all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC plans to offer callable Contingent Income Securities due February 23, 2028, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a 9.25% per annum contingent coupon only if, on each observation date, the S&P 500, Nasdaq‑100, and Russell 2000 are each at or above their coupon barrier (60% of initial). The product is “worst‑of,” so a single index below its barrier cancels that period’s coupon.

The notes are principal at risk. If not redeemed early and any index finishes below its 60% downside threshold at maturity, repayment is reduced 1% for every 1% decline in the worst performer; principal could be zero. Initial levels/thresholds: SPX 6,664.01/3,998.406; NDX 24,817.95/14,890.77; RTY 2,452.173/1,471.304. Early redemption, in whole, can occur on set dates starting April 22, 2026 only if a risk‑neutral valuation model indicates it is economically rational for the issuer. Issue price is $1,000 per security; estimated value on the pricing date is approximately $991.80. The notes will not be listed; 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 November 3, 2028, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a 12.20% annual contingent coupon only if, on each observation date, the Utilities Select Sector SPDR Fund (XLU), the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY) all close at or above 80% of their initial levels.

The notes auto-call for par plus the applicable coupon if, on a redemption determination date, all three underliers are at or above 100% of their initial levels, beginning April 30, 2026. If not called, at maturity investors receive par only if each final level is at or above its 70% downside threshold; otherwise, repayment is reduced 1% for every 1% decline in the worst-performing underlier, and could be zero.

The notes are unsecured, not listed on any exchange, and all payments are subject to the issuer’s and guarantor’s credit risk. The issue price is $1,000 per security; the estimated value on the pricing date is approximately $979.10 per security (or within $45.00 of that estimate). Key dates: pricing October 31, 2025 and original issue November 5, 2025.