Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Market Linked Securities that are auto-callable and linked to the performance of three major tech stocks: Broadcom, Alphabet (Class C), and Netflix. The securities, due July 21, 2028, feature contingent absolute return and downside principal at risk.

Key features include:

• Face amount of $1,000 per security
• Automatic call feature if lowest performing stock meets/exceeds starting price on July 23, 2026
• Call payment of at least 43.25% premium
• 300% participation rate for upside performance
• Downside protection until 60% threshold price

Notable risks include exposure to the lowest-performing stock, potential loss of over 40% of investment, credit risk of Morgan Stanley, and no interest payments. The estimated value per security on pricing date will be approximately $962.10, reflecting costs associated with issuing, selling, structuring, and hedging.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering unsecured, unlisted structured notes linked to the lowest-performing share among Broadcom (AVGO), Alphabet Class C (GOOG) and Netflix (NFLX). The $1,000-face-value notes mature on 21 Jul 2028 unless automatically called on 23 Jul 2026. If on the call date the worst-performing share closes at or above its starting price, investors receive a minimum 43.25 % call premium ($1,432.50 per note) and no further payments.

If not called, the maturity payoff is tiered: (i) 300 % participation on any positive price change of the worst stock; (ii) a contingent “absolute return” of up to +40 % if the worst stock is down ≤40 %; or (iii) full downside exposure if that stock falls below the 60 % threshold, putting >40 % – and potentially 100 % – of principal at risk.

The preliminary estimated value is ~$962.10, implying an initial value shortfall of ≈3.8 % versus the $1,000 public price. Selling concessions and agent commissions total up to $25.75 (2.575 %) per note, further widening investor cost. Payments depend solely on Morgan Stanley’s credit; the securities are not FDIC-insured and will not be exchange-listed, limiting liquidity. The product suits investors seeking leveraged equity-linked upside and a 40 % buffer, while accepting call risk, credit risk, structural complexity and the potential for substantial loss of principal.

Morgan Stanley Finance has issued Market-Linked Notes due June 29, 2028, with an aggregate principal amount of $1,005,000. These structured investments are based on the worst-performing of the S&P 500 Index and EURO STOXX 50 Index.

Key features of the notes:

• Principal amount: $1,000 per note
• Participation rate: 103% in underlying index appreciation
• Full principal protection if either index declines
• No periodic interest payments
• Estimated value: $967.50 per note on pricing date

The payment at maturity structure offers upside potential with principal protection. If both indices are above their initial levels at maturity, investors receive principal plus 103% of the worst-performing index's appreciation. If either index is at or below its initial level, investors receive only the principal amount. The notes involve credit risk of Morgan Stanley and are not FDIC insured.

Morgan Stanley Finance LLC is offering Market Linked Securities auto-callable with leveraged upside participation, linked to the lowest performing stocks of Broadcom, Alphabet (Class C), and Netflix, due July 21, 2028. Key features include:

• Face amount of $1,000 per security with automatic call feature if lowest performing stock meets/exceeds starting price
• Call payment of at least 43.25% premium if called on July 23, 2026
• 300% participation rate in upside performance at maturity
• Downside protection until 60% threshold price, with absolute return feature
• Full exposure to losses if lowest performing stock falls below threshold price

Estimated value per security is $962.10. Notable risks include credit risk, no interest payments, capped returns, and exposure to worst-performing stock. Securities are not FDIC insured and involve complex features. Morgan Stanley & Co. LLC and Wells Fargo Securities act as agents with specified commissions.

Morgan Stanley Finance LLC will issue $2.75 million of Enhanced Trigger Jump Securities maturing 31 Dec 2026, each with a $1,000 stated principal amount and fully guaranteed by Morgan Stanley. The notes are principal-at-risk, zero-coupon instruments linked to the Class A common stock of Vertiv Holdings Co (initial level $123.80).

Pay-off structure: if on the 28 Dec 2026 observation date the Vertiv closing price is ≥ 60 % of the initial level ($74.28), investors receive principal plus a fixed upside payment of $295.50 (29.55%), irrespective of the degree of appreciation or modest depreciation. If the final level is < $74.28, the redemption amount falls 1 % for every 1 % decline in the stock, with no minimum payment; a near-total loss is possible.

Key economic terms: issue price $1,000, but the estimated value on pricing date is $959, reflecting underwriting, structuring and hedging costs and Morgan Stanley’s lower internal funding rate. MS & Co. receives a $23.50 sales commission (2.35%) per note; fee-based advisory accounts pay $976.50 with no commission. The notes will not be listed, and secondary market liquidity will depend solely on MS & Co.’s discretion.

Primary risks: no interest, limited upside, full downside exposure below the 60 % barrier, issuer and guarantor credit risk, valuation discount, and potentially wide bid-offer spreads. The product suits investors seeking predefined, capped equity exposure who are prepared to accept the possibility of losing their entire investment.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the common stock of Advanced Micro Devices, Inc. (AMD). Each $1,000 security pays a 12.00% p.a. contingent coupon, but only when AMD’s closing price on the relevant observation date is at or above the coupon barrier of $86.208 (60 % of the $143.68 initial level). If the stock closes below the barrier on any observation date, no coupon is paid for that month.

Starting six months after issuance, the notes are evaluated monthly for automatic early redemption. If AMD closes at or above the call threshold (100 % of the initial level) on any redemption determination date, investors receive par plus the applicable coupon and the notes terminate.

If the notes are not called and mature on 29 Jun 2028, principal is protected only if AMD’s final level is at or above the downside threshold of $86.208. Below that level, repayment is linearly reduced in proportion to AMD’s decline, exposing investors to a maximum 100 % loss of principal. The securities are unsecured and subject to the credit risk of Morgan Stanley and MSFL.

Issue size is $100,000 (100 notes). Investors pay a 2.75 % sales commission; Morgan Stanley’s estimated fair value is $954.30, implying an initial mark-up of roughly 4.6 %. The notes will not be listed, and secondary market prices may be lower than both issue price and estimated value.

Offering overview. Morgan Stanley Finance LLC is issuing $2.987 million of Fixed Income Buffered Auto-Callable Securities due 28 June 2030, fully and unconditionally guaranteed by Morgan Stanley.

The $1,000-denominated notes pay a fixed 7.00% annual coupon, irrespective of index performance, until redemption. Beginning 24 June 2026 and on 47 monthly dates thereafter, the notes are automatically called at par plus the current coupon if the S&P U.S. Equity Momentum 40% VT 4% Decrement Index closes at or above its 915.79 initial level.

Principal repayment. If not called, the notes mature 28 June 2030. Holders receive par when the final index level is at or above 85% of the initial level (≥ 778.422). If the index falls below this buffer, repayment is reduced 1-for-1 with the decline beyond 15%, subject to a minimum payment of 15% of principal.

Key structural details.

• Issue price: $1,000; estimated value: $922.80 (7.7% below issue, reflecting fees and internal funding rate).
• Dealer commission: $40 per note (4% of par).
• Unsecured, unsubordinated obligations; dependent on Morgan Stanley credit; not FDIC-insured.
• No exchange listing; secondary market, if any, solely at MS & Co.’s discretion.

The product targets income-oriented investors willing to accept limited liquidity, no upside participation and potential loss of up to 85% of principal in exchange for a fixed 7% coupon and a modest downside buffer.

Offering overview: Morgan Stanley Finance LLC is issuing $126,000 of Callable Contingent Income Securities due December 31, 2026, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note offers a contingent coupon of 9.50% per annum, payable quarterly only if the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index all close at or above 80% of their respective initial levels on the relevant observation date.

Principal at risk: If the notes are not called and any index closes below its 80% downside threshold on the final observation date, investors will receive less than par—down to zero—based on the worst-performing index. Investors do not participate in any upside of the indices.

Issuer call feature: Beginning December 31, 2025, Morgan Stanley may redeem the notes quarterly at par plus any due coupon, but only if an internal risk-neutral valuation model deems early redemption economically rational for the issuer. The decision is independent of index performance, heightening reinvestment risk for noteholders.

Pricing economics: The estimated value on the June 25, 2025 pricing date is $959.30, roughly 4.1% below the $1,000 issue price, reflecting issuance, distribution and hedging costs plus Morgan Stanley’s lower internal funding rate. Selected dealers earn a fixed $21 sales commission per note.

Key terms:

• Initial index levels: INDU 42,982.43; NDX 22,237.74; RTY 2,136.185
• Coupon & downside barriers: 80% of initial levels
• Observation/Coupon dates: Sep 30 2025 – Dec 31 2026
• Unlisted; secondary market liquidity depends on MS & Co.
• CUSIP 61778KH59 | ISIN US61778KH597

Investor takeaways: The note targets income-seeking investors willing to assume (1) credit exposure to Morgan Stanley, (2) worst-of index risk, (3) potential loss of principal, (4) call risk dictated by issuer economics, and (5) limited secondary liquidity. In return, investors receive a headline 9.5% contingent yield that may lapse for one or more quarters if any index breaches its 80% barrier.