Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS notes fully and unconditionally guaranteed by Morgan Stanley, with $1,318,000 aggregate principal and $1,000 denominations, maturing on July 13, 2029. The notes pay no interest and are linked to the worst performer of the Dow Jones Industrial Average, EURO STOXX 50 Index and Russell 2000 Index.

At maturity, if each index finishes above its initial level, holders receive principal plus 167.75% of the worst index gain. If the worst index is flat or down but not below 60% of its initial level, holders gain the absolute decline, capped at a 40% positive return. If any index closes below its 60% downside threshold, repayment equals principal times that index’s performance factor, so principal losses mirror the worst index’s percentage drop and can reach 100%.

The estimated value on the pricing date is $983.40 per $1,000 note, reflecting issuance, selling, structuring and hedging costs. All payments depend on Morgan Stanley’s credit; secondary market liquidity may be limited; and U.S. tax treatment is uncertain, with counsel treating the notes as prepaid financial contracts.

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with Auto-Callable Feature due July 21, 2032, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, issued in $1,000 denominations, pay no interest and all payments depend on Morgan Stanley’s credit.

Beginning with the first determination date on July 23, 2027, and on 19 subsequent scheduled determination dates, the notes are automatically redeemed if the index closing level is at least 100% of its initial level. In that case, investors receive an early redemption payment per $1,000 ranging from $1,305.00 on the first determination date up to $2,753.75 on the 20th, corresponding to a fixed schedule targeting approximately 30.50% per annum, and the investment terminates.

If the notes are not redeemed early, at maturity investors receive $2,830.00 per $1,000 if the final index level is at or above the call threshold, only principal back if the final level is between 50% and 100% of the initial level, and a proportional loss if it falls below 50%, potentially losing the entire investment. The estimated value on the pricing date is approximately $967.10 per security, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. Additional risks include the complex leveraged, volatility-targeted 4% decrement index, limited or illiquid secondary trading and uncertain U.S. federal income tax treatment.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due July 13, 2028, linked to Micron Technology, Inc. common stock, in an aggregate principal amount of $300,000 at $1,000 per security, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a 35.52% per annum contingent coupon only if Micron’s closing level is at or above the $474.40 coupon barrier (50% of the $948.80 initial level) on observation dates; missed coupons may be paid later if the barrier is subsequently met. The notes are automatically redeemed if Micron’s level is at or above the $948.80 call threshold (100% of the initial level) on specified redemption determination dates, returning principal plus due coupons.

If not called and the final Micron level is at or above the $474.40 downside threshold, investors receive full principal (plus any payable coupons). If the final level is below this threshold, repayment is reduced in proportion to the decline and can be zero. All payments are subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $965.90 per $1,000 security, below the issue price.

Morgan Stanley Finance LLC is offering $373,000 of Contingent Income Auto-Callable Securities linked to common stock of The Home Depot, Inc., fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 principal amount and matures on August 12, 2027.

The notes pay a 10.50% per annum contingent coupon only when the Home Depot share price is at or above the coupon barrier of $254.048 (75% of the initial level of $338.73) on scheduled observation dates; otherwise, no coupon is paid. Starting January 11, 2027, the securities are automatically redeemed at par plus the applicable coupon if the stock closes at or above the call threshold of $338.73 on any redemption determination date.

If not called, investors receive par at maturity only if the final stock level is at or above the downside threshold of $254.048. Below that level, repayment is reduced in full proportion to the stock’s decline and can fall to zero. The securities are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk, have an estimated value of $974.90 per $1,000 on the pricing date, may have limited secondary liquidity and involve complex, uncertain U.S. tax treatment, particularly for non-U.S. holders.

Morgan Stanley Finance LLC is issuing unsecured Structured Investments Contingent Income Auto-Callable Notes due July 21, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performing of Alphabet Class A, JPMorgan Chase, and Microsoft common stock.

The notes pay a contingent coupon at 8.30% per annum, with monthly payments only if on each observation date every underlier is at or above its coupon barrier, set at 75% of its initial level. Starting with the first redemption determination date on July 16, 2027, the notes auto-call if all underliers are at or above their call threshold of 100% of initial level, returning the $1,000 principal plus that period’s coupon and then terminating.

If never redeemed early, investors receive the $1,000 stated principal amount at maturity, plus a final coupon if the barriers are met, but do not participate in any stock appreciation. The economic value is lower than issue price, with an estimated value of about $969.60 per note, the notes are not listed, secondary liquidity may be limited, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $3,929,000 of Contingent Income Auto-Callable Securities due August 12, 2027 linked to the American depositary shares of Novo Nordisk A/S.

The notes pay a 12.25% per annum contingent coupon only when the underlier’s closing level on an observation date is at or above the $29.817 coupon barrier, equal to 61% of the $48.88 initial level. They may be automatically redeemed on specified redemption determination dates if the underlier is at or above the $48.88 call threshold (100% of the initial level), in which case investors receive principal plus the applicable coupon and no further payments.

If not called and the final level is at or above the $29.817 downside threshold, investors receive the stated principal amount (plus any final coupon). If the final level is below that threshold, repayment is reduced in proportion to the underlier’s decline, potentially to zero, so principal is fully at risk and no stock price appreciation is passed through. The estimated value on the pricing date is $975.50 per $1,000 note, reflecting embedded costs and Morgan Stanley’s valuation models, and secondary trading liquidity may be limited.

Morgan Stanley Finance LLC is offering $5,202,000 of Buffered Jump Securities with an auto-call feature and principal at risk, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst-performing of Alphabet, Broadcom and NVIDIA shares and pay no interest.

If on July 13, 2027 each stock closes at or above its initial level, the notes are automatically redeemed for an early redemption payment of $1,800 per $1,000 security. If held to July 12, 2029, holders receive principal plus 250% of the worst stock’s gain if all finish above their initial levels, principal if all stay at or above their 80% buffer levels, or a reduced amount down to 20% of principal if the worst stock falls below its buffer.

The issue price is $1,000 per note, while the issuer’s estimated value on the pricing date is $931.80, reflecting issuance, structuring and hedging costs and Morgan Stanley’s credit spreads. The securities are unsecured obligations of MSFL, subject to Morgan Stanley’s credit risk and limited secondary market liquidity.

Morgan Stanley Finance LLC is issuing $1,424,000 of Jump Securities with Auto-Callable Feature due July 14, 2032, each with $1,000 principal, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index. The notes may be automatically redeemed from July 12, 2027 onward if the index closes at or above the call threshold level of 1,365.38, paying fixed cash amounts that correspond to approximately 30.50% per annum.

If not called, holders receive at maturity $2,830 per security if the final index level is at or above the call threshold; $1,000 if it is between the call level and the downside threshold of 682.69; and a loss one-for-one with index declines below that threshold, potentially to zero. The securities pay no interest, do not participate in index upside, and are unsecured, principal-at-risk obligations of MSFL guaranteed by Morgan Stanley. The estimated value on the pricing date is $969.70 per security, below the $1,000 issue price, and liquidity may be limited to market-making by Morgan Stanley & Co.

Morgan Stanley Finance LLC is offering $1,000,000 of Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2027, linked to the iShares Semiconductor ETF (SOXX), fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000.

Investors may receive a 10.35% per annum contingent coupon on specified coupon payment dates, but only if the ETF’s closing level on the related observation date is at or above the coupon barrier of $349.02, 60% of the $581.70 initial level. Missed coupons may be paid later if a future observation date meets the barrier. The notes are automatically redeemed at par plus due coupons if, on any redemption determination date starting October 9, 2026, the ETF is at or above the call threshold of 100% of the initial level.

If not called and at maturity the ETF is at or above the 60% buffer level, investors receive full principal (plus any payable coupons). If it is below the buffer, principal is reduced in line with the ETF’s decline beyond the 40% buffer, subject to a minimum payment of 40% of principal. The estimated value on the pricing date is $982.10 per $1,000, reflecting embedded costs, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.