Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Buffered Performance Leveraged Upside Securities (Buffered PLUS) maturing 12 July 2030. The notes are unsecured, senior obligations of MSFL and are fully guaranteed by Morgan Stanley but carry principal-at-risk. The securities pay no periodic interest; investors’ sole return is received at maturity and depends on the performance of a three-index basket: the S&P 500, EURO STOXX 50 and TOPIX.

Dynamic performance weighting: on the 9 July 2030 observation date, the best-performing index is weighted 50 %, the second-best 35 % and the worst 15 %. The basket performance factor is the sum of the weighted percentage changes versus levels fixed on the 9 July 2025 strike date.

Payout profile • If the basket performance factor is positive, redemption = $1,000 + 1.15 × basket performance factor. • If the factor is between 0 % and –10 %, only par is returned. • Below –10 %, principal is reduced dollar-for-dollar beyond the 10 % buffer, subject to a $100 minimum (10 % of par).

Key terms:

• Issue price: $1,000; Estimated value: ≈ $945.80
• Sales commission: $25; structuring fee: $2
• CUSIP 61778NGM7; not exchange-listed; MS & Co. may provide limited secondary liquidity
• All payments subject to Morgan Stanley credit risk; MSFL has no independent operations
• Risk factors highlight market volatility, liquidity constraints, tax uncertainty and potential conflicts of interest

These notes suit investors seeking leveraged upside (115 %) with limited, but not full, downside protection, and who are comfortable with exposure to U.S., Eurozone and Japanese large-cap equity indices through a single five-year, non-interest-bearing security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Trigger Autocallable GEARS linked to the Invesco KBW Bank ETF (ticker KBWB). The unsecured notes carry a $10 issue price, mature on 20-Jul-2028 and have an approximate 3-year term.

Key payout mechanics:

• Automatic call: If on the single Observation Date (22-Jul-2026) KBWB closes at or above the Autocall Barrier (100 % of the Initial Price), the notes are redeemed for $10 plus a 10 % Call Return ($11 total). No further payments are made.
• Upside at maturity: If not called and KBWB appreciates, investors receive $10 plus the Underlying Share Return × Upside Gearing (1.90–2.20, set on trade date).
• Contingent principal protection: If KBWB is flat or down but the Final Price is ≥ the Downside Threshold (75 % of Initial), investors receive full principal.
• Full downside exposure: If Final Price is < Downside Threshold, repayment equals $10 + ($10 × Underlying Share Return), up to a 100 % loss of principal.

Indicative economics: Estimated value on the trade date is roughly $9.439 per $10 note, reflecting structuring and hedging costs and Morgan Stanley’s internal funding rate. UBS Financial Services receives a $0.25 selling concession. Minimum purchase is 100 notes.

Risk highlights (page references 7-12): investors face market risk similar to holding KBWB, sector concentration in U.S. banks, issuer credit risk, lack of periodic income, potential illiquidity (no listing; MS & Co. market-making discretionary) and uncertain tax treatment, including possible “constructive ownership” recharacterisation.

Suitability: The product targets investors who (i) can tolerate substantial loss of principal, (ii) are comfortable with a single-day call feature, (iii) seek leveraged upside and a 10 % fixed call payout, and (iv) accept Morgan Stanley credit exposure.