MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering $500,000 of Digital Equity‑Linked Notes due August 12, 2027, linked to the common stock of Broadcom Inc. and fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 face amount and pays no interest, with principal at risk.

At maturity, if Broadcom’s final share price is at least 85.00% of the initial level of $399.97, investors receive a fixed Maximum Settlement Amount of $1,316.00 per note (131.60% of face). If the stock has fallen more than 15.00%, the payoff declines linearly using a Buffer Rate of approximately 117.65% and investors lose some or all principal.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, and all payments depend on Morgan Stanley’s credit. The estimated value on the trade date is $980.10 per note, below the $1,000 issue price, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes will not be listed, and any secondary market making by Morgan Stanley & Co. may be limited and at prices below the issue price.

Morgan Stanley Finance LLC is offering principal-at-risk contingent income auto-callable notes, issued in $1,000 denominations and fully and unconditionally guaranteed by Morgan Stanley. The notes mature on June 26, 2028 and are linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 Technology Sector Index and Russell 2000 Index.

Investors may receive a 10.55% per annum contingent coupon, paid on scheduled dates only if each index closes at or above 70% of its initial level on the related observation date. Starting January 21, 2027, the notes are automatically redeemed at $1,000 plus the coupon if each index is at or above 100% of its initial level. If not called, and any index finishes below 60% of its initial level at final observation, repayment is $1,000 times the worst index’s performance factor, potentially resulting in a full loss of principal. The estimated value on the pricing date is approximately $979.00 per note, below the $1,000 issue price, and all payments depend on Morgan Stanley’s and MSFL’s credit, with limited expected liquidity and complex U.S. tax treatment.

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities due August 20, 2027, fully and unconditionally guaranteed by Morgan Stanley. The $1,000-denomination notes are unsecured, pay no interest and are principal-at-risk obligations linked to the worst of the Nasdaq-100, Russell 2000 and S&P 500 indices.

At maturity, if the final level of each index is at least 70% of its initial level, investors receive $1,000 plus a fixed $120 upside payment (12%). If any index finishes below its 70% downside threshold, the payoff equals $1,000 multiplied by the performance factor of the worst-performing index, producing a 1% loss of principal for every 1% decline and potentially a zero payment.

The observation date is August 17, 2027. The estimated value on the pricing date is approximately $987 per security, reflecting issuing, selling, structuring and hedging costs embedded in the $1,000 issue price. All payments depend on the credit of MSFL and Morgan Stanley, and U.S. tax treatment is described as that of prepaid financial contracts, with noted uncertainties.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $5,030,000 of Trigger Autocallable Contingent Yield Notes linked to the least performing of the S&P MidCap 400 Index and the EURO STOXX 50 Index, maturing on July 15, 2031.

The notes pay a 7.00% per annum contingent coupon (about $0.175 per $10 quarterly) only if on each observation date both indices are at or above coupon barriers set at 70% of their initial values. Beginning January 11, 2027, the notes are automatically called if both indices are at or above their initial levels, returning principal plus that period’s coupon.

If not called, investors receive full principal at maturity only when both final index values are at or above 60% downside thresholds. If either index finishes below its threshold, repayment is $10 × (1 + return of the worst index), which can cause significant or total loss of principal. Investors also face issuer credit risk, limited liquidity, no upside participation, and an initial estimated value of $9.653 per $10 note.

Morgan Stanley Finance LLC is offering Trigger Jump Securities due July 22, 2031, principal-at-risk notes linked to the worst-performing of the Russell 2000 Index and the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley.

Each security has a $1,000 stated principal amount and pays no interest. At maturity, if both indices finish at or above their initial levels, holders receive $1,000 plus the greater of (i) the index percentage gain of the worst performer or (ii) a fixed upside payment of $747.50. If either index is below its initial level but both are at or above 70% of their initial levels, holders receive only principal back. If either index ends below 70% of its initial level, repayment is reduced 1% for every 1% decline of the worst performer, with no minimum payment, so the entire investment can be lost.

The initial issue price is $1,000 per security, while the estimated value on the pricing date is about $970.80, reflecting issuing, selling, structuring and hedging costs borne by investors. Returns depend solely on the observation-date levels, are subject to Morgan Stanley’s credit risk, and may be affected by volatility in small‑capitalization stocks, futures market dynamics, limited secondary market liquidity, potential conflicts of interest and uncertain U.S. tax treatment of these prepaid financial contracts.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due July 20, 2028, linked to Micron Technology, Inc. common stock and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays a 28.00% per annum contingent coupon only when the underlier’s closing level on an observation date is at or above a coupon barrier set at 40% of the initial level.

Beginning January 19, 2027, the notes are automatically redeemed if the underlier is at or above 100% of the initial level, returning principal plus the relevant coupon and ending all future payments. If held to maturity and not called, investors receive principal back only if the final level is at or above the 40% downside threshold; otherwise the payoff equals principal multiplied by the underlier’s performance factor, exposing holders to a 1-for-1 loss that can reach zero. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, have an estimated value of about $964.10 per $1,000 at pricing, may trade at a discount, and involve complex U.S. tax and withholding considerations.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities with Downside Factor due August 18, 2027, unsecured notes fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest and is linked to an equally weighted basket of seven semiconductor-related stocks (ADI, ASML, AVGO, KLAC, TXN, NVDA and TSM).

At maturity, if the basket’s final level is at or above the 80% buffer level, investors receive $1,000 plus a fixed upside payment of at least $198.50 (19.85%), regardless of how much the basket has risen or moderately fallen. If the final level is below the buffer, repayment is reduced by 1.25% for each 1% decline beyond the 20% buffer, with no minimum payment and potential loss of the entire principal. The estimated value on the pricing date is about $957.30 per $1,000 security. All payments depend on the credit of MSFL and Morgan Stanley, and secondary market liquidity and tax treatment may be adverse or uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Buffered Auto-Callable Securities linked to Microsoft stock, maturing August 4, 2027. Each note has a $1,000 stated principal amount and issue price, with an estimated initial value of about $985.20.

The notes pay a contingent coupon at an annual rate of at least 18.64% when Microsoft’s closing level on an observation date is at or above an 85% coupon barrier; missed coupons can be paid later if the barrier is met. The notes auto-call at par plus due coupons if Microsoft is at or above 100% of the initial level on specified dates. Principal is protected only by a 15% buffer; if the final level is below 85% of the initial level, losses apply at a 1.1765× downside factor and repayment can fall to zero. Investors forgo upside in Microsoft, face liquidity and valuation risks, complex tax treatment, potential 30% withholding on coupons for some non-U.S. holders, and are exposed to the unsecured credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities due July 20, 2028 linked to NVIDIA Corporation common stock. Each $1,000 note pays a 13.90% per annum contingent coupon only if NVIDIA’s closing price on the relevant observation date is at or above a coupon barrier set at 60% of the initial level. If, on any scheduled redemption determination date from January 19, 2027 onward, NVIDIA is at or above 100% of the initial level, the notes are automatically redeemed for $1,000 plus the applicable coupon.

If the notes are not called and NVIDIA’s final price on July 17, 2028 is at or above the 60% downside threshold, investors receive $1,000 plus any final coupon; if it is below that level, repayment is reduced one-for-one with NVIDIA’s decline, and the investment can lose all principal. The notes do not participate in any upside of the stock and pay no guaranteed interest. The estimated value on the pricing date is approximately $973.90 per note, below the $1,000 issue price, reflecting selling, structuring and hedging costs and Morgan Stanley’s funding spread. Liquidity may be limited, all payments depend on Morgan Stanley’s credit, and U.S. tax treatment is uncertain, with possible 30% withholding on coupons for many non-U.S. holders.