MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC offers structured, principal-at-risk securities linked to the worst performing of the Russell 2000®, S&P 500® and the State Street® Health Care Select Sector SPDR® ETF. The notes have a $1,000 stated principal amount, an aggregate issuance of $37,915,000, a 10.00% contingency coupon (paid only if each underlier meets coupon barriers on observation dates) and a maturity of February 25, 2028. The securities include a 25% buffer and a downside factor of 1.3333, exposing investors to losses if the worst performing underlier falls below its buffer; the notes may be called early based on a risk‑neutral valuation model. All payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC priced a contingent income auto-callable note issuance with an aggregate principal amount of $706,000. The notes, fully guaranteed by Morgan Stanley, have a $1,000 stated principal amount per security, a 10.00% annual contingent coupon, automatic early‑redemption features tied to a 3,136.950 call threshold and a five‑year final maturity on May 28, 2031.

The notes reference the S&P® 500 Futures 40% Intraday 4% Decrement VT Index (initial level 3,605.69), carry principal‑at‑risk if the final level falls below the downside threshold (60% of initial level = 2,163.414), and had an estimated value on pricing of $909.30 per security. Purchasers bear issuer credit risk, potential loss of principal, possible nonpayment of coupons, and embedded index features including a 4% annual decrement and intraday leverage.

The issuer, Morgan Stanley Finance LLC, is offering Principal at Risk auto‑callable notes linked to the Class A common stock of Palantir Technologies Inc.. Each note has a stated principal amount of $1,000, an original issue price of $1,000 and an estimated value on the pricing date of $970.20. The notes pay a contingent coupon of 15.00% per annum on observation dates when the closing level of the underlier is at or above the coupon barrier ($68.44, 50% of the initial level). Automatic early redemption may occur on specified redemption determination dates if the underlier is at or above the call threshold ($136.88). At maturity investors receive principal only if the final level is at or above the downside threshold ($68.44); otherwise payment at maturity equals the stated principal multiplied by the performance factor (final level/initial level), exposing investors to potential substantial loss of principal.

Morgan Stanley Finance LLC priced contingent-income, auto-callable principal-at-risk notes fully guaranteed by Morgan Stanley. The offering totals an aggregate principal amount of $1,285,000 with a $1,000 stated principal per security and an original issue price of $1,000 each. The securities pay a contingent coupon at an annual rate of 8.00% if the underlier meets the coupon barrier on observation dates, feature automatic early redemption if the underlier is at or above a call threshold on redemption determination dates, and mature on May 28, 2031.

The underlier is the S&P® 500 Futures 40% Intraday 4% Decrement VT Index with an initial level of 3,605.69, a call threshold of 3,028.780 (approximately 84% of the initial level), and a downside threshold/coupon barrier of 1,802.845 (50% of the initial level). If the final level is below the downside threshold, the payment at maturity equals the stated principal multiplied by the performance factor (final level ÷ initial level), which could result in substantial loss of principal, possibly to zero. All payments are subject to Morgan Stanley credit risk.

Morgan Stanley Finance LLC is offering Principal at Risk structured notes linked to NVIDIA Corporation common stock with an aggregate principal amount of $21,105,000 and a stated principal amount of $1,000 per security. The securities pay a 20.50% annual contingent coupon on specified observation dates, are auto-callable if the underlier reaches the call threshold of $215.33, and mature on June 9, 2027.

If not auto-redeemed, holders receive principal at maturity only if the final level is at or above the buffer level of $172.264 (the 80% buffer). If the final level is below that buffer, principal is reduced by 1.25% for each 1% decline beyond the buffer. All payments are subject to issuer credit risk; the estimated value at pricing was $987.00 per security.

Morgan Stanley Finance LLC priced a retail structured-note offering: Contingent Income Memory Buffered Auto-Callable Securities linked to Amazon.com, Inc. common stock, fully and unconditionally guaranteed by Morgan Stanley. The offering totaled $8,883,000 aggregate principal at a $1,000 issue price per security and an estimated value of $985.80 on the pricing date. Terms include a 15.92% annual contingent coupon, automatic early redemption on specified dates if the underlier closes at or above $266.32, an 85% buffer level ($226.372) and a downside factor of 1.1765. Payments are subject to issuer credit risk and principal is at risk if the final level is below the buffer.

Morgan Stanley Finance LLC is issuing Buffered PLUS notes fully guaranteed by Morgan Stanley, with an aggregate principal amount of $6,887,000 and a stated principal amount of $1,000 per security. These principal-at-risk securities mature on June 6, 2029 and are linked to the worst performing of the Nasdaq-100 Index and the S&P 500 Index. The notes pay no interest, provide a 15% buffer against losses of the worst performing underlier, offer a 111.30% leverage factor on upside of the worst performing underlier, and carry a minimum payment at maturity of 15% of principal. All payments are subject to Morgan Stanley's credit risk; holders may lose a substantial portion of principal if the worst performing underlier falls below its buffer.

The pricing supplement for Morgan Stanley Finance LLC offers Buffered PLUS principal-at-risk securities linked to the worst-performing of Blackstone Inc. and KKR & Co. Inc.. The securities have a $1,000 stated principal amount, aggregate principal of $501,000, and original issue price of $1,000 per security. Payment at maturity depends solely on closing levels on the observation date: investors receive principal plus a 300% leveraged upside up to a $2,140 cap if the worst-performing underlier appreciates, receive principal if the worst-performing underlier finishes no worse than the 15% buffer, or lose 1% of principal for each 1% decline beyond the buffer, subject to a 15% minimum payment. All payments are subject to issuer and guarantor credit risk, and estimated value on the pricing date was $977.40 per security.

Morgan Stanley Finance LLC priced Structured Investments Enhanced Buffered Jump Securities linked to the MSCI Emerging Markets Index. The securities are principal‑at‑risk notes with a $1,000 stated principal per security and an aggregate issuance of $4,041,000. The notes mature on June 9, 2027 with an observation date of June 4, 2027.

At maturity, if the final level is at or above the buffer level (90% of the initial level), holders receive the stated principal plus a fixed $146.70 upside payment. If the final level is below the buffer, losses are calculated using a 1.1111 downside factor and investors can lose some or all principal. All payments are subject to MSFL and Morgan Stanley credit risk; estimated value on the pricing date was $983.00 per security.