MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering $11,187,000 of Contingent Income Auto-Callable Securities due January 13, 2028, fully and unconditionally guaranteed by Morgan Stanley. These unsecured notes are linked to the worst performer of the EURO STOXX 50®, Nasdaq-100 Index® and Russell 2000® and expose investors to principal loss.

The securities pay a contingent coupon at 11.20% per annum only if on each observation date all three indices close at or above 75% of their initial levels; otherwise no coupon is paid for that period. Starting October 12, 2026, the notes are automatically redeemed if each index is at or above 100% of its initial level, returning the $1,000 principal per note plus the applicable coupon. If not called and at maturity any index is below 70% of its initial level, the repayment is reduced in proportion to the worst-performing index and can fall to zero. The issue price is $1,000 per security with an estimated value of $980.40, reflecting commissions, structuring and hedging costs, and all payments depend on Morgan Stanley’s and MSFL’s creditworthiness.

Morgan Stanley Finance LLC is offering $262,000 of Variable Income Auto-Callable Notes due July 16, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note pays a variable coupon tied to the worst performer of Alphabet class C, Meta class A and Microsoft common stock.

On each observation date, if every stock closes at or above its coupon barrier (80% of its initial level), investors receive a higher annual coupon of 7.80%; if any is below its barrier, only a 0.25% annual coupon is paid for that period. Beginning July 2027, if all three stocks are at or above 100% of their initial levels on a redemption determination date, the notes auto-call for par plus the higher coupon, ending further payments. If not redeemed early, the notes pay the stated principal amount at maturity plus the applicable variable coupon for the final period.

The notes are unsecured obligations of MSFL, subject to Morgan Stanley’s credit risk, and are not listed on any exchange, so secondary liquidity may be limited. The estimated value on the pricing date is $973.30 per note, below the $1,000 issue price, reflecting structuring, hedging and distribution costs. Key risks include the possibility of receiving only the lower coupon for much or all of the term, early redemption reinvestment risk, sensitivity to the worst-performing stock, potential adverse tax treatment and exposure to changes in Morgan Stanley’s credit spreads.

Morgan Stanley Finance LLC is issuing Buffered Jump Securities with Auto-Callable Feature due July 15, 2031, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. The notes have a $1,000 stated principal amount, an $866,000 aggregate principal amount and pay no interest, and are fully and unconditionally guaranteed by Morgan Stanley.

Starting July 13, 2027, if the index closing level is at or above the call threshold of 1,363.92 (100% of the initial level) on a determination date, the notes are automatically redeemed for a cash amount corresponding to a return of about 17.00% per annum, from $1,170.00 up to $1,835.833 per security, with no further payments. If never called and the final level is at or above the threshold, holders receive $1,850.00 per security; if between the threshold and the buffer level of 1,091.136 (80%), only principal is returned. Below the buffer, repayment is reduced 1% for each 1% index decline beyond the 20% buffer, subject to a minimum of 20% of principal.

The estimated value on the pricing date is $904.20 per note, below the issue price due to structuring, hedging and distribution costs and the issuer’s funding rate. Payments depend on Morgan Stanley’s and MSFL’s credit and on a complex, leveraged, volatility-targeted decrement index with limited operating history, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering $500,000 aggregate principal amount of Step-Down Jump Securities with Auto-Callable Feature, at $1,000 per security, linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index and fully guaranteed by Morgan Stanley.

The notes may be automatically redeemed on one of 48 determination dates if the index closes at or above a declining call threshold, paying fixed cash amounts from $1,176 to $1,865.333 per security, implying about 17.60% per annum, after which no further payments are due.

If not redeemed and the final index level is at least the downside threshold level of 2,156.034 (60% of the initial level 3,593.39), investors receive $1,880 per security; otherwise they receive $1,000 × (final level / initial level), exposing them to full downside, potentially to zero. The estimated value on the pricing date is $942.60 per security, below the issue price, reflecting issuing, selling, structuring and hedging costs. Payments depend on the credit of MSFL and Morgan Stanley, the underlier is subject to a 4.0% per annum decrement and leverage, liquidity may be limited, and tax treatment is uncertain.

Morgan Stanley Finance LLC is issuing Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2031, fully and unconditionally guaranteed by Morgan Stanley, with a $1,000 stated principal per note and an aggregate offering of $2,677,000. The notes are linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and are principal-at-risk securities.

The notes offer a 12.25% per annum contingent coupon, paid only when the index closes on an observation date at or above the coupon barrier level of 1,091.136 (80% of the initial level). Missed coupons may be paid later if a future observation meets the barrier, but unpaid coupons are forfeited if the barrier is never reached.

The notes are automatically callable starting July 12, 2027 if the index is at or above the call threshold of 1,363.92 (100% of the initial level), returning principal plus applicable coupons. If held to maturity and the final level is at or above the buffer level of 1,159.332 (85% of initial), holders receive principal back; below that, principal is reduced 1% for each 1% drop beyond the 15% buffer, subject to a minimum payment of 15% of principal.

The estimated value on the pricing date is $899.70 per security, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, may have limited or no secondary market, and involve complex U.S. tax and withholding considerations, particularly for non-U.S. investors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $130,000 of principal-at-risk structured notes, each with a $1,000 denomination, maturing on July 15, 2031 and linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index.

The notes pay an 11.00% per annum contingent coupon only when the index is at or above the coupon barrier of 2,695.043 (75% of the 3,593.39 initial level) on observation dates, with unpaid coupons potentially paid later if the barrier is met. Starting January 11, 2027, they auto-call monthly if the index is at or above the call threshold of 3,593.39, returning principal plus due coupons. If held to maturity and the index is at or above the buffer level of 3,054.382 (85% of initial), investors receive principal back; below that, principal is reduced 1% for each 1% decline beyond the 15% buffer, but not below a minimum payment of 15% of principal.

Investors do not participate in any index appreciation and bear the credit risk of MSFL and Morgan Stanley. The underlier is a relatively new, rules-based S&P 500 futures index with a 4% per annum decrement, leverage and volatility-targeting features, which can drag performance. The estimated value on the pricing date is $912.90 per note, below the $1,000 issue price, reflecting structuring, hedging and distribution costs and the issuer’s funding rate, and secondary market liquidity may be limited. U.S. tax treatment is uncertain, and non-U.S. holders may face 30% withholding on coupons without additional payments.

Morgan Stanley Finance LLC is offering $75,892,000 of Contingent Income Auto-Callable Securities due July 13, 2029, linked to Micron Technology, Inc. common stock and fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay a contingent quarterly coupon at an annual rate of 27.20% (about $68 per $1,000 per quarter) only when the underlying share price is at or above the downside threshold price of $391.72, which is 40% of the $979.30 initial share price.

If on any of the first eleven determination dates Micron’s share price is at or above the initial share price, the notes are automatically redeemed at par plus the current and any previously unpaid coupons, ending further payments. If not called, at maturity investors receive par plus due coupons only if the final share price is at or above the downside threshold; otherwise, repayment of principal is reduced 1-for-1 with the stock’s decline, potentially to zero. The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, with an estimated value on the pricing date of $965.60 per $1,000, reflecting structuring, distribution and hedging costs and the issuer’s funding spread.

Morgan Stanley Finance LLC is offering $2,619,000 of auto-callable Jump Securities linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index, each security having a $1,000 stated principal amount and fully guaranteed by Morgan Stanley.

The notes pay no interest and may be automatically redeemed on July 19, 2027 for $1,233.50 per security if all three indices are at or above their initial levels on July 14, 2027. Otherwise, at July 13, 2029 maturity investors receive principal plus a 175% participation in the gain of the worst-performing index if all are above initial, only principal if all remain at or above 70% of initial, and a loss of 1% of principal for each 1% decline of the worst performer below that 70% downside threshold, potentially losing the entire investment. The estimated value on the pricing date is $972.40 per security, below the $1,000 issue price, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing $2,069,000 of principal-at-risk Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and is linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index.

The notes pay a 10.00% annual contingent coupon only when the index closes at or above the 75% coupon barrier on scheduled observation dates; missed coupons may be “remembered” and paid later if the barrier is met. Starting July 2027, the notes auto-call at par plus any due coupons if the index is at or above 90% of its 1,363.92 initial level.

If held to maturity and the final index level is at least the 85% buffer level (1,159.332), investors receive full principal; below that, repayment is reduced 1% for each 1% further decline, with a minimum payment of 15% of principal. The estimated value is $901.60 per note, below issue price, and all payments depend on Morgan Stanley’s credit.