MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due July 22, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each unsecured note has a $1,000 stated principal amount and is linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, with principal at risk.

The notes pay a contingent coupon at 12.35% per annum on scheduled coupon payment dates only if the underlier’s closing level on the related observation date is at or above the coupon barrier of 70% of the initial level. Missed coupons have a “memory” feature and can be paid later if the barrier is met. The securities are automatically redeemed if, on any redemption determination date from January 19, 2027 onward, the underlier is at or above 100% of the initial level, paying principal plus the current and any unpaid coupons.

If not called and, on the final observation date, the underlier is at or above the downside threshold of 60% of the initial level, holders receive principal back plus any due coupons. If it is below 60%, repayment is $1,000 multiplied by the performance factor, producing a 1-for-1 loss with index decline and potentially zero return of principal and no coupons. The underlier includes a 4% per annum decrement and leverage features, and has limited live history. The issuer’s estimated value on the pricing date is approximately $910.40 per $1,000 security, reflecting embedded costs, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes with a stated principal amount of $1,000 per security, linked to the common stock of Amazon.com, Inc., and fully and unconditionally guaranteed by Morgan Stanley. The notes run from a July 22, 2026 issue date to an August 4, 2027 maturity date.

Investors may receive a contingent coupon at an annual rate of at least 19.16%, paid on scheduled coupon dates only if Amazon’s closing level on the related observation date is at or above a coupon barrier set at 85% of the initial level. Missed coupons can be “remembered” and paid later if a future observation meets the barrier. The notes are automatically redeemed at par plus due coupons if, on specified redemption determination dates starting October 30, 2026, the stock closes at or above 100% of the initial level.

If not called, at maturity investors receive principal back only if the final level is at or above an 85% buffer level. Below that, repayment is reduced by 1.1765% of principal for each 1% decline beyond the 15% buffer, with no minimum payment, so the entire investment can be lost. All payments are unsecured obligations of MSFL, guaranteed by Morgan Stanley, with an estimated value of about $984 per note versus the $1,000 issue price and $10 per-note selling concessions. U.S. tax treatment is uncertain; non-U.S. holders may face 30% withholding on coupons.

Morgan Stanley Finance LLC is offering Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk, linked to the lowest performing of the S&P 500 Index and the Dow Jones Industrial Average. Each security has a $1,000 face amount, for a total offering of $3,334,000, and is fully and unconditionally guaranteed by Morgan Stanley. The issue price is $1,000 per security, while the current estimated value on the pricing date is $962.50, reflecting issuance, selling, structuring and hedging costs borne by investors.

The notes may be automatically called on July 15, 2027 if the closing level of each index is at or above its starting level, in which case investors receive a fixed call payment of $1,122.50 per $1,000 face amount (a 12.25% return), and no further payments. If not called, the notes mature on January 15, 2030. At maturity, if the lowest performing index is above its starting level, investors receive $1,000 plus 125% of that index’s positive return; if it is between 80% and 100% of its starting level, investors receive only the $1,000 face amount; if it is below 80%, repayment is reduced one-for-one with the index decline, so investors can lose more than 20% and up to all of their principal.

The securities pay no interest and provide no dividends from the underlying stocks. Returns depend entirely on the worst-performing index and the automatic call feature, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley. The issuer highlights limited or uncertain secondary market liquidity, sensitivity to interest rates, volatility and credit spreads, and an estimated value below the issue price due to embedded costs. Tax counsel views the notes as prepaid financial contracts treated as open transactions, but the U.S. federal income tax treatment remains uncertain and could change through future guidance or legislation.

Morgan Stanley Finance LLC is issuing Trigger PLUS principal-at-risk notes due August 4, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the EURO STOXX 50® Index. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $946.00 per security, reflecting issuance, structuring and hedging costs.

At maturity, if the index’s final level exceeds its initial level, holders receive $1,000 plus a leveraged upside payment equal to 184% of the index gain. If the final level is between 80% and 100% of the initial level, payment is $1,000. If the final level is below 80% of the initial level, investors lose 1% of principal for each 1% index decline, with no minimum payment and potential loss of the entire investment. The payoff depends only on the index level on the July 30, 2031 observation date and all amounts are subject to the credit risk of Morgan Stanley and MSFL. The notes pay no interest, may trade at prices below issue, and involve uncertain U.S. federal income tax treatment, expected to follow a prepaid financial contract “open transaction” approach, with Section 871(m) generally not expected to apply to Non-U.S. Holders.

Morgan Stanley Finance LLC is offering $1,570,000 of market-linked securities, fully and unconditionally guaranteed by Morgan Stanley, that provide a contingent fixed return of 17.00% on the $1,000 face amount if the worst performer of Meta Platforms and Netflix stock finishes at or above its threshold level.

The threshold for each stock is 65% of its starting price, set at $669.21 for Meta and $73.37 for Netflix on July 10, 2026. If the lowest-performing stock ends below its threshold on the July 19, 2027 calculation day, investors are fully exposed to that downside and can lose more than 35% of principal, up to their entire investment.

The securities pay no interest, do not provide dividends, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is $937.10 per security, below the $1,000 issue price because issuance, selling, structuring and hedging costs are embedded in the offering price.

Morgan Stanley Finance LLC is offering market-linked, principal-at-risk securities due July 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 face amount and is linked to the lowest performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100® Technology Sector Index℠.

Investors may receive a contingent coupon of 11.20% per annum, paid monthly only if on each calculation day the lowest-performing index is at or above its coupon threshold level of 75% of its starting level. The notes are callable quarterly at the issuer’s option, paying face amount plus any final coupon if redeemed. If not called, principal repayment depends on the final level of each index: full face amount is paid only if every index is at or above its downside threshold (70% of its starting level); otherwise the maturity payment equals $1,000 multiplied by the performance factor of the lowest-performing index, so investors can lose more than 30%, up to their entire investment. The estimated value is $961.20 per security, below the $1,000 price, reflecting issuance, selling, structuring and hedging costs. The securities are unsecured, not insured by the FDIC, may have limited or no secondary market, and carry U.S. tax and index-specific risks, including small-cap and technology sector concentration.

Morgan Stanley Finance LLC is offering $8,003,000 of Market Linked Securities with a $1,000 face amount per security, fully and unconditionally guaranteed by Morgan Stanley. The notes are auto-callable and linked to the Russell 2000 Index, the iShares Expanded Tech-Software Sector ETF and the Dow Jones Industrial Average, with a scheduled maturity on January 15, 2030, unless called earlier.

Beginning July 15, 2027, the notes are automatically called if each underlying is at or above its call threshold level (81% of its starting level) on a monthly calculation day, paying a fixed call amount from $1,111.00 (11.10% premium) up to $1,388.50 (38.85% premium) per $1,000. If never called and any underlying ends below its 70% threshold level, the maturity payment is reduced 1-for-1 with the lowest-performing underlying, leading to a loss of more than 30% and possibly all principal. The securities pay no interest or dividends, have an estimated value of $949.30 per security on the pricing date, include selling commissions of $25.75 per security, and expose holders to Morgan Stanley’s credit and to limited secondary-market liquidity.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities linked to the Global X Uranium ETF, maturing on June 22, 2028. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of approximately $960.20.

The notes pay a 16.25% per annum contingent coupon only when the ETF’s closing level on an observation date is at or above the coupon barrier, set at 60% of the initial level; otherwise no coupon is paid. Starting January 19, 2027, the securities are automatically redeemed on scheduled dates if the ETF is at or above 100% of its initial level, returning principal plus the applicable coupon.

If not called and the final ETF level is at or above the downside threshold (also 60% of the initial level), investors receive principal back, plus the final contingent coupon if conditions are met. If the final level is below this threshold, repayment falls in line with the ETF’s decline, potentially to zero. Key risks include loss of principal, the possibility of receiving few or no coupons, exposure to a volatile and concentrated uranium sector, issuer and guarantor credit risk, limited secondary market liquidity, and tax uncertainty, including potential 30% withholding on coupons for some non-U.S. investors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Buffered Performance Leveraged Upside Securities (Buffered PLUS) maturing July 27, 2028, with a $1,000 stated principal per security and no periodic interest. Returns depend on the worst performer among the EURO STOXX 50 Index, iShares Russell 2000 ETF and State Street Energy Select Sector SPDR ETF, measured on a single July 24, 2028 observation date.

If that worst underlier finishes above its initial level, holders receive principal plus a leveraged upside payment equal to 315% of its price gain (for example, a 5% rise pays $1,157.50, or 115.75% of principal). If it is at or below its initial level but at or above 70% of initial, investors receive principal back. Below 70% of initial, principal is reduced one-for-one with any further decline, subject to a minimum payment of 30% of principal (for example, a 95% drop pays $350).

The securities are unsecured, unsubordinated obligations of MSFL with principal at risk and no asset diversification benefit; any underlier breaching its buffer drives outcomes. The estimated value on the pricing date is approximately $956.30 per $1,000 security, reflecting embedded costs, and secondary market liquidity and U.S. tax treatment are both described as uncertain.