MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC priced Principal at Risk notes due May 27, 2031, issued at $1,000 per security with an aggregate principal amount of $1,900,000, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a 16.00% annual contingent coupon on specified observation dates if the underlier meets the coupon barrier, feature automatic early redemption if the underlier meets the call threshold, and expose investors to full downside risk at maturity if the final level falls below the 60% downside threshold.

The underlier is the S&P® 500 Futures 40% Intraday 4% Decrement VT Index with an initial level of 3,564.86 (strike date May 21, 2026). The securities do not pay regular interest, do not participate in upside of the underlier, are subject to Morgan Stanley credit risk, and have an estimated value on the pricing date of $956.20 per security.

Morgan Stanley Finance LLC is offering structured, principal-at-risk notes linked to Axon Enterprise, Inc. stock, fully guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000, a contingent coupon of 24.30% per annum, automatic early redemption if the underlier meets the call threshold, and a maturity date of June 8, 2027. Coupon payments are contingent on the underlier closing at or above the coupon barrier (60% of the initial level) on observation dates; unpaid coupons may be paid later only if future observation dates meet that barrier. If not automatically redeemed and the final level is below the downside threshold (60% of the initial level), payment at maturity equals the stated principal multiplied by the performance factor (final level/initial level), exposing investors to loss of principal down to zero. The estimated value on the pricing date is approximately $959.50 per security; the issue price is $1,000 per security. All payments are subject to Morgan Stanley's credit risk.

Morgan Stanley Finance LLC offers Structured Investments Enhanced Buffered Jump Securities with aggregate principal $1,500,000 and a stated principal amount of $1,000 per security, fully and unconditionally guaranteed by Morgan Stanley. The securities mature on November 26, 2027 and reference four indices, with payment tied to the worst performing underlier.

If the worst performing underlier on the November 22, 2027 observation date is at or above its buffer level (90% of initial), investors receive the stated principal plus an $237.10 upside payment (a 23.71% return). If the worst performing underlier is below its buffer, investors lose 1.1111% of principal for every 1% decline beyond the 10% buffer; there is no minimum payment. All payments are subject to issuer and guarantor credit risk. The estimated value on the pricing date was $983.40 per security.

Morgan Stanley Finance LLC priced Principal at Risk notes tied to the S&P 500® Index offering $1,000 stated principal per security with an aggregate principal amount of $2,921,000. The securities mature on November 26, 2027 and reference the closing index level on the observation date of November 22, 2027.

The notes pay no interest. If the final level exceeds the initial level (7,445.72), holders receive the stated principal plus upside participation of 100% up to a $1,181.40 maximum payment (118.14% of principal). If the final level is below the initial level but at or above the buffer level (6,701.148, 90% of initial), holders receive principal plus an absolute return participation of 100% (effectively limited to a positive return of 10%). If the final level is below the buffer, holders incur losses dollar-for-dollar beyond the 10% buffer, subject to a 10% minimum payment at maturity.

Morgan Stanley Finance LLC priced principal-at-risk auto-callable notes linked to the worst performing of the Nasdaq-100 Index (NDX) and the S&P 500 Index (SPX). Each security has a $1,000 stated principal amount and an 8.70% fixed annual coupon, pays monthly and matures on November 26, 2027. The notes may be automatically redeemed early on scheduled determination dates if both underliers meet their call thresholds; otherwise payment at maturity depends on the worst performing underlier versus a 70% downside threshold, exposing investors to potential loss of principal.

Morgan Stanley Finance LLC priced principal-at-risk notes linked to Blackstone Inc. The offering comprises securities with a $1,000 stated principal amount per security, an Issue price $1,000, and an aggregate principal amount of $630,000. The securities feature an automatic early redemption on the first determination date (June 3, 2027) if the closing level of Blackstone common stock is ≥ the call threshold ($116.83), producing an early redemption payment of $1,265 on the early redemption date (June 8, 2027).

If not redeemed, maturity (May 25, 2028) payoffs depend on the final level versus the initial level ($116.83) and a buffer level (~$99.306, 85% of initial). The securities provide a buffer of 15% and a downside factor of 1.1765; losses apply beyond the buffer and could result in loss of principal. Estimated value on the pricing date was $981.10 per security. All payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC (guaranteed by Morgan Stanley) is offering Principal at Risk structured notes linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index with automatic early redemption and a final maturity of June 20, 2031. Each security has a stated principal amount of $1,000 and an estimated value on the pricing date of approximately $898.90. The notes pay no interest and can be automatically redeemed beginning on the first determination date of June 22, 2027 if the underlier closes at or above a call threshold (90% of the initial level). At maturity investors receive a fixed positive payment if the final level is at or above the call threshold, return of principal if final level is at or above the downside threshold (60% of initial), or a prorated principal amount if the final level is below the downside threshold, exposing investors to potential loss of principal, possibly to zero. All payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC priced dual directional buffered participation securities linked to the S&P 500® Index. Each security has a $1,000 stated principal amount, an original issue price of $1,000, an estimated value of approximately $991.20 on the pricing date and a maturity date of July 2, 2027.

At maturity the payoff is one of three outcomes: (1) if the final level is above the initial level, holders receive principal plus 100% of upside subject to a $1,105 cap; (2) if the final level is below or equal to initial but at or above an 85% buffer level, holders receive principal plus an absolute-return payment up to 15%; or (3) if the final level is below the 85% buffer, holders incur losses proportionate to declines beyond the 15% buffer, subject to a 15% minimum payment. All payments are subject to Morgan Stanley credit risk and model-based estimated value assumptions.

Morgan Stanley Finance LLC offers principal-at-risk, contingent-income auto-callable securities linked to Ares Management Corporation class A common stock, with a $1,000 stated principal amount per security. The notes pay a contingent coupon only when the underlier meets the coupon barrier on observation dates, can be automatically redeemed early if the underlier reaches the call threshold on redemption determination dates, and repay principal at maturity only if the final level is at or above the downside threshold; otherwise final payment equals the stated principal multiplied by the performance factor and may result in substantial principal loss. The contingent coupon rate is 19.10% per annum, the call threshold is 100% of the initial level, and the coupon barrier and downside threshold are each 60% of the initial level. The strike date is May 28, 2026, final observation date is May 29, 2029, and maturity is June 1, 2029. The document states an estimated value on the pricing date of approximately $957.70 per security and warns that all payments are subject to the issuer and guarantor credit risk and that tax treatment is uncertain.