MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Trigger PLUS notes due July 3, 2031 linked to the S&P 500® Futures Excess Return Index. Each security has a stated principal amount of $1,000 and an estimated value on the pricing date of approximately $955.70. The securities pay no interest and can deliver: (1) principal plus a leveraged upside payment if the final level exceeds the initial level, (2) the stated principal if the final level is between the downside threshold and the initial level, or (3) a principal loss proportional to the index decline if the final level is below the downside threshold (70% of initial level), potentially resulting in a total loss. The leverage factor will be set on the pricing date and is expected to range from 220% to 225%. All payments are subject to the issuer's and guarantor's credit risk and tax treatment is uncertain.

Morgan Stanley Finance LLC offers Principal at Risk notes linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index, maturing on June 30, 2031. The securities have an original issue price of $1,000 per security and an estimated value on the pricing date of approximately $902.40 per security.

The notes pay a contingent coupon (annual rate determined on the pricing date, stated here as 9.25%–10.25% range) only if the underlier’s closing level meets or exceeds the coupon barrier (set at 60% of the initial level) on observation dates. The notes are auto-callable starting with the first redemption determination date on June 25, 2027 if the underlier is at or above the call threshold (100% of initial). If not auto-redeemed, principal at maturity is protected only above a buffer level of 85% (buffer amount 15%); below that, investors incur losses beyond the buffer, subject to a minimum payment at maturity of 15% of principal. All payments are subject to Morgan Stanley credit risk.

Morgan Stanley Finance LLC priced Principal-at-Risk notes linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index with a stated principal amount of $1,000 per security. The securities offer an automatic early redemption feature beginning on the first determination date of July 1, 2027 and mature on July 3, 2031. If an early redemption condition is met, investors receive a fixed early redemption payment that implies approximately 17.00%–18.00% per annum for the applicable holding period. At maturity, payments depend on the final index level relative to a call threshold (90% of initial level) and an 85% buffer; losses beyond the buffer reduce principal on a 1:1 basis, subject to a 15% minimum payment at maturity. All payments are unsecured and subject to Morgan Stanley credit risk.

Morgan Stanley Finance LLC is offering Principal-at-Risk notes linked to Rigetti Computing, Inc. The issue is structured as contingent-income, memory auto-callable securities with a stated principal amount of $1,000 per security and an aggregate principal amount of $550,000. The securities pay a contingent coupon at an annual rate of 53.00% on each coupon payment date only if the closing level of the underlying stock meets the coupon barrier level on the related observation date. The securities may be automatically redeemed on specified redemption determination dates if the underlier meets the call threshold; otherwise, at maturity investors either receive principal if the final level is at or above the downside threshold ($14.772, 60% of the initial level) or a reduced payment equal to the stated principal multiplied by the performance factor (final level/initial level). All payments are subject to issuer and guarantor credit risk and the estimated value on the pricing date was $953.90 per security.

Morgan Stanley Finance LLC offers Principal at Risk securities due June 30, 2031 linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. Each security has a $1,000 stated principal, contingent coupons set on the pricing date at an annual rate of 10.50%–11.50%, and a buffer of 15% (buffer level = 85% of initial).

Coupons pay only if the underlier equals or exceeds the coupon barrier (70% of initial) on observation dates. Automatic early redemption may occur on scheduled dates if the underlier reaches the call threshold (100% of initial). Estimated value on the pricing date was approximately $902.60 per security. All payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC priced a Trigger PLUS structured note due July 3, 2031 linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each security has a stated principal amount of $1,000 and an estimated value on the pricing date of approximately $960.30. At maturity, payoffs are determined by the worst performing underlier: investors receive principal plus a 400% leveraged upside subject to a maximum payment of $1,820–$1,870, receive principal if the worst underlier stays at or above 70% of its initial level, or lose principal on a 1% for 1% decline below that threshold, with no minimum payment. All payments are unsecured obligations of MSFL and fully guaranteed by Morgan Stanley; payment depends on issuer creditworthiness.

Morgan Stanley Finance LLC priced contingent income, principal-at-risk notes linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index. Each security has a $1,000 stated principal amount, a contingent coupon to be set on the pricing date (indicated range 12.00%–13.00% annually) and a maturity date of June 30, 2031. The securities pay contingent coupons only if the index closes at or above an 80% coupon barrier on observation dates and are subject to automatic early redemption if the index closes at or above the call threshold (100% of the initial level) on redemption determination dates beginning June 25, 2027. At maturity, if the final index level is below the 85% buffer level, investors absorb losses 1% for each 1% decline beyond the buffer, subject to a minimum payment of 15% of principal. Estimated value on the pricing date is approximately $901.60 per security. All payments are unsecured obligations of MSFL and are guaranteed by Morgan Stanley; holders are exposed to issuer credit risk.

Morgan Stanley Finance LLC is offering Principal at Risk notes due June 30, 2031 that are fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and an estimated value on the pricing date of approximately $898.10 per security.

The notes pay a contingent coupon (annual rate to be set on the pricing date, indicated as 12.50%–13.50% in the preliminary terms) only if the underlier meets the coupon barrier on observation dates. The underlier is the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, which includes a 4.0% per annum daily decrement. If not automatically redeemed early, principal at maturity depends on the final level relative to a downside threshold (set at 60% of the initial level); below that threshold investors lose principal proportionally.

Morgan Stanley Finance LLC is offering principal-at-risk, contingent-income, auto-callable notes due June 30, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000, a contingent coupon to be set on the pricing date (indicated at 11.00% to 12.00% per annum) and an estimated value on the pricing date of approximately $898.80.

The notes pay contingent coupons only if the underlier, the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, meets the coupon barrier (60% of the initial level) on observation dates. The notes are automatically redeemed early if the underlier meets the call threshold (100% of the initial level) on any redemption determination date. At maturity, if the final level is below the downside threshold (60% of the initial level), principal is reduced pro rata via a performance factor (final level/initial level), potentially resulting in substantial loss of principal.