Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering callable contingent income buffered securities due January 12, 2027, linked to the worst performer of the SPDR Gold Trust (GLD), VanEck Gold Miners ETF (GDX) and VanEck Junior Gold Miners ETF (GDXJ). Each security has a $1,000 stated principal amount and an aggregate offering size of $6,935,000.

The notes pay a contingent coupon at 14.40% per annum, payable only if on each observation date every underlier is at or above its coupon barrier, set at 75% of its initial level (GLD $283.118, GDX $56.82, GDXJ $74.198). The issuer may redeem the notes on specified quarterly redemption dates if a risk neutral valuation model shows it is economically rational for Morgan Stanley, in which case investors receive principal plus any due coupon and no further payments.

If not called, at maturity investors receive principal only if the final level of every underlier is at or above its 25% buffer. If any underlier finishes below its buffer, the payoff is reduced by 1.3333% for each 1% decline of the worst performer beyond the buffer, potentially resulting in a full loss. The estimated value on the pricing date is $982.30 per security, reflecting issuance, structuring and hedging costs. All payments are subject to Morgan Stanley’s credit risk, and investors do not participate in any upside of the underliers.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk structured notes called Jump Securities with an auto-callable feature, due July 10, 2031. Each security has a stated principal amount and issue price of $1,000, for an aggregate principal amount of $313,000, and is linked to a basket of indices: MSCI EAFE Index (25%), MSCI Emerging Markets Index (10%) and S&P 500 Futures Excess Return Index (65%).

The notes may be automatically redeemed on July 14, 2027 for $1,150 per security if the basket level on July 9, 2027 is at least 100% of the initial level. If not called, at maturity investors receive the principal plus an upside payment based on a 246% participation rate if the final level exceeds the initial level, only principal if the final level is between 80% and 100% of the initial level, and a proportional loss of principal if the final level is below 80%, potentially down to zero. The estimated value on the pricing date is $976 per security, reflecting issuance, structuring and hedging costs, and all payments are unsecured obligations subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Structured Investments Buffered PLUS due July 14, 2027, linked to the Invesco S&P 500® Equal Weight ETF, in $1,000 denominations with an aggregate principal amount of $277,000. The notes pay no interest and are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley.

At maturity, investors receive leveraged upside of 150% of any ETF appreciation, capped at a maximum payment of $1,102 per security (110.20% of principal). Principal is fully returned if the ETF’s final level is between 90% and 100% of the initial level. Below the buffer level of $190.98 (90% of the $212.20 initial level), investors lose 1% of principal for each 1% additional decline, subject to a minimum payment of 10% of principal. The estimated value on the pricing date is $983.90 per security, reflecting issuance, selling, structuring and hedging costs. All payments depend on Morgan Stanley’s credit and the notes are expected to have limited liquidity.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities linked to the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. These unsecured notes pay no interest, have no principal guarantee and mature on July 23, 2027, with an observation date on July 20, 2027.

Each security has a $1,000 stated principal amount and is issued at $1,000, with an aggregate principal amount of $750,000. If the S&P 500 final level is at or above the buffer level of 6,565.869 (87.50% of the 7,503.85 initial level), investors receive $1,000 plus a fixed upside payment of $81.30 per security, an 8.13% return regardless of how much the index has risen above the buffer. If the final level is below the buffer level, investors lose 1.1429% of principal for every 1% index decline beyond the 12.50% buffer, with no minimum payment, so the entire investment can be lost.

The estimated value on the pricing date is $986.40 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate. The securities are subject to Morgan Stanley’s and MSFL’s credit risk, limited liquidity, potential conflicts of interest in calculation and hedging, index adjustment risk and uncertain U.S. federal income tax treatment, including for Non-U.S. Holders.

Morgan Stanley Finance LLC is offering floating rate callable notes due July 24, 2031, fully and unconditionally guaranteed by Morgan Stanley. The notes pay annual interest at a variable rate equal to 7.00% per annum × N/ACT, where interest accrues only for days when the 10-Year Constant Maturity Treasury Rate (10CMT) is greater than or equal to 0.00% and less than or equal to 5.00%. On days when 10CMT is outside this range, the interest rate is 0.00% for that day.

The issuer may redeem the notes in whole, but not in part, on annual redemption dates beginning July 24, 2027, at 100% of principal plus accrued interest, if a risk neutral valuation model indicates redemption is economically rational for the issuer. The notes are unsecured, not listed on any exchange, and their estimated value on the pricing date is approximately $951.60 per $1,000 note. Proceeds will be used for general corporate purposes, and all payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Contingent Income Auto-Callable Securities due August 12, 2027 linked to the common stock of Conagra Brands, Inc. Each security has a stated principal amount and issue price of $1,000, with an aggregate principal amount of $665,000.

Investors may receive a contingent coupon at an annual rate of 17.50%, paid only if the underlier’s closing level on an observation date is at or above the coupon barrier level of $9.364, which is 68% of the initial level of $13.77. The securities are automatically redeemed at par plus the applicable coupon if, on any redemption determination date beginning January 8, 2027, the closing level is at or above the call threshold level of $13.77.

If not redeemed early, and the final level on August 9, 2027 is at or above the downside threshold level of $9.364, investors receive the stated principal amount (plus the final contingent coupon, if payable). If the final level is below the downside threshold, the maturity payment equals the principal multiplied by the performance factor (final level divided by initial level), exposing investors to a loss of 1% of principal for each 1% decline in the underlier, potentially to zero. The estimated value on the pricing date is $968.70 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities maturing July 23, 2027, linked to the Roundhill Memory ETF (DRAM). Each note has a stated principal amount of $1,000, pays no interest and offers no principal protection.

The aggregate principal amount is $1,000,000, issued at $1,000 per security with estimated value on the pricing date of $981.00. If the final ETF level on the July 20, 2027 observation date is at or above the buffer level of $39.384 (65% of the $60.59 initial level), investors receive $1,433.50 per security, a fixed 43.35% upside payment, regardless of how far the ETF has risen. If the final level is below the buffer level, investors lose 1.5385% of principal for every 1% decline beyond the 35% buffer, with no minimum payment; the investment can go to zero.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk, may be illiquid, and embed complex tax treatment, including potential application of “constructive ownership” and Section 871(m) rules.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk Jump Securities with an auto-call feature maturing on July 12, 2029, linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. The offering size is $2,130,000, at $1,000 per security.

The notes may be automatically redeemed on July 20, 2027 if, on July 15, 2027, each index is at or above 100% of its initial level, paying a fixed $1,208.50 per security and terminating further payments. If held to maturity and not called, investors receive principal plus 150% of the gain of the worst index if all three finish above their initial levels, only principal if all remain at or above 70% of initial, and a loss matching the full decline of the worst index if any finishes below 70%, potentially reducing payment to zero.

The estimated value on the pricing date is $965.40 per $1,000 security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate. The notes pay no interest, are unsecured obligations subject to Morgan Stanley’s credit risk, and involve complex tax and liquidity considerations.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing contingent income auto-callable structured securities linked to the worst performer of the Nasdaq-100® Technology Sector Index, the State Street® Energy Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional Banking ETF. The notes have a stated principal amount of $1,000 per security, an aggregate principal amount of $1,101,000, and mature on July 11, 2031.

Investors may receive a contingent coupon at an annual rate of 11.50%, paid only if on each observation date all three underliers are at or above their coupon barrier levels, set at 70% of their initial levels. The notes are auto-callable quarterly starting July 8, 2027 if all underliers are at or above their call threshold levels, equal to 100% of initial levels, paying principal plus the applicable coupon.

If not called, principal is repaid at maturity only if each underlier’s final level is at or above its downside threshold level, set at 60% of its initial level. If any underlier finishes below its downside threshold, repayment is reduced in proportion to the decline of the worst-performing underlier, and the payment can be zero. All payments depend on Morgan Stanley’s credit, and the estimated value on the pricing date is $933.50 per $1,000 security.