Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities linked to the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, is issued at $1,000, and is scheduled to mature on March 3, 2027.

The securities pay no interest and do not guarantee a return of principal. If on the observation date the S&P 500® closing level is at or above 80% of the initial level of 6,950.23, investors receive $1,000 plus a fixed upside payment of $80, an 8% return. If the final level is below the 80% downside threshold of 5,560.184, repayment is reduced 1% for each 1% index decline, with no minimum, so the payment can be zero.

The estimated value on the pricing date is approximately $983.70 per security, below the issue price, reflecting issuance, selling, structuring and hedging costs and an internal funding rate advantageous to the issuer. Agent compensation is up to $10.42 per $1,000 security. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any exchange, and may have limited or no secondary market liquidity. U.S. tax treatment is expected to follow a prepaid financial contract approach, though this is not certain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk step-down jump securities with an auto-call feature due February 2, 2029, linked to the worst performer of the SPDR S&P 500 ETF (SPY) and the State Street Consumer Staples Select Sector SPDR ETF (XLP).

Each $1,000 security may be automatically redeemed on scheduled determination dates if both ETFs close at or above their call thresholds, paying early redemption amounts that imply about 9.60% per annum, starting at $1,048 and rising to $1,264. If held to maturity and both final levels are at or above their upside thresholds, investors receive $1,288; if both remain above downside thresholds but miss upside thresholds, only principal is returned. If either ETF finishes below its downside threshold, repayment is reduced 1% for each 1% decline in the worst performer, potentially to zero.

The estimated value on the pricing date is approximately $971.30 per $1,000, reflecting embedded costs, including a $20 sales commission and $1 structuring fee per security. The notes pay no interest, do not participate in any ETF upside beyond the fixed payouts, are unsecured, unlisted, and fully subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk step-down jump securities with an auto-call feature due February 2, 2029, linked to the worst performer of the SPDR S&P 500 ETF (SPY) and the State Street Consumer Staples Select Sector SPDR ETF (XLP).

Each $1,000 security may be automatically redeemed on scheduled determination dates if both ETFs close at or above their call thresholds, paying early redemption amounts that imply about 9.60% per annum, starting at $1,048 and rising to $1,264. If held to maturity and both final levels are at or above their upside thresholds, investors receive $1,288; if both remain above downside thresholds but miss upside thresholds, only principal is returned. If either ETF finishes below its downside threshold, repayment is reduced 1% for each 1% decline in the worst performer, potentially to zero.

The estimated value on the pricing date is approximately $971.30 per $1,000, reflecting embedded costs, including a $20 sales commission and $1 structuring fee per security. The notes pay no interest, do not participate in any ETF upside beyond the fixed payouts, are unsecured, unlisted, and fully subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a stated principal amount and issue price of $1,000 and a term to January 28, 2031.

Investors may receive a 10.00% per annum contingent coupon, paid only when the index is at or above a coupon barrier on observation dates; missed coupons can be paid later if the barrier is met. The notes can be automatically redeemed on scheduled redemption dates if the index is at or above a call threshold, returning principal plus the applicable coupon and any previously unpaid coupons.

If the notes are not redeemed early and the final index level is below a downside threshold, repayment of principal is reduced 1% for each 1% index decline, and the maturity payment can fall to zero. The estimated value on the pricing date is approximately $910.20 per security, reflecting issuance, structuring and hedging costs and an internal funding rate. The index itself employs leverage up to 400%, targets 40% volatility, and applies a 4.0% per annum decrement, all of which can depress returns.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a stated principal amount and issue price of $1,000 and a term to January 28, 2031.

Investors may receive a 10.00% per annum contingent coupon, paid only when the index is at or above a coupon barrier on observation dates; missed coupons can be paid later if the barrier is met. The notes can be automatically redeemed on scheduled redemption dates if the index is at or above a call threshold, returning principal plus the applicable coupon and any previously unpaid coupons.

If the notes are not redeemed early and the final index level is below a downside threshold, repayment of principal is reduced 1% for each 1% index decline, and the maturity payment can fall to zero. The estimated value on the pricing date is approximately $910.20 per security, reflecting issuance, structuring and hedging costs and an internal funding rate. The index itself employs leverage up to 400%, targets 40% volatility, and applies a 4.0% per annum decrement, all of which can depress returns.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $10,487,000 of Digital S&P 500® Index-Linked Notes due May 17, 2028. These principal-at-risk securities pay no interest and are unsecured obligations.

Each note has a $1,000 face amount and is linked to the S&P 500® Index, set initially at 6,915.61. At maturity, if the index is at or above 85% of this level, investors receive a capped payment of $1,194.10 per note (119.41% of face value). If the index falls more than 15%, the payoff declines with a buffer rate of about 117.65%, and investors can lose up to their entire investment.

The notes are sold at par with no public commissions, and the issuer’s estimated value on the trade date is $996.60 per note. They will not be listed on an exchange, secondary liquidity may be limited, and all payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $10,487,000 of Digital S&P 500® Index-Linked Notes due May 17, 2028. These principal-at-risk securities pay no interest and are unsecured obligations.

Each note has a $1,000 face amount and is linked to the S&P 500® Index, set initially at 6,915.61. At maturity, if the index is at or above 85% of this level, investors receive a capped payment of $1,194.10 per note (119.41% of face value). If the index falls more than 15%, the payoff declines with a buffer rate of about 117.65%, and investors can lose up to their entire investment.

The notes are sold at par with no public commissions, and the issuer’s estimated value on the trade date is $996.60 per note. They will not be listed on an exchange, secondary liquidity may be limited, and all payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $12,124,000 of Leveraged Buffered S&P 500 Index-Linked Notes maturing on May 3, 2028. The notes pay no interest and are unsecured, principal-at-risk obligations linked to the S&P 500 Index.

At maturity, for each $1,000 note you receive: 160% of any positive index return, capped at a maximum settlement amount of $1,265.76; full repayment of $1,000 if the index decline is up to 15%; and a leveraged loss (via a buffer rate of about 117.65%) if the index falls more than 15%, with the potential to lose your entire investment.

The initial index level is 6,915.61, with a cap level at 116.61% of that value and a buffer level at 85%. The notes are sold at 100% of face amount with no agent commission; the estimated value on the trade date is $995.70 per note. The notes will not be listed on any exchange, and secondary trading, if any, will be limited and influenced by Morgan Stanley’s credit and market factors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $12,124,000 of Leveraged Buffered S&P 500 Index-Linked Notes maturing on May 3, 2028. The notes pay no interest and are unsecured, principal-at-risk obligations linked to the S&P 500 Index.

At maturity, for each $1,000 note you receive: 160% of any positive index return, capped at a maximum settlement amount of $1,265.76; full repayment of $1,000 if the index decline is up to 15%; and a leveraged loss (via a buffer rate of about 117.65%) if the index falls more than 15%, with the potential to lose your entire investment.

The initial index level is 6,915.61, with a cap level at 116.61% of that value and a buffer level at 85%. The notes are sold at 100% of face amount with no agent commission; the estimated value on the trade date is $995.70 per note. The notes will not be listed on any exchange, and secondary trading, if any, will be limited and influenced by Morgan Stanley’s credit and market factors.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the MSCI EAFE® Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 face amount, pays no interest and is expected to mature in about 13–15 months.

At maturity, if the index has not fallen more than 10% from its initial level, investors receive a fixed maximum settlement amount expected between $1,077.10 and $1,090.70 per $1,000, regardless of how much the index has risen. If the index declines by more than 10%, repayment is reduced using a buffer rate of about 111.11%, so losses accelerate below the 90% threshold and investors can lose their entire principal.

The notes are unsecured obligations subject to Morgan Stanley’s credit risk and will not be listed on any exchange. The preliminary estimated value on the trade date is approximately $989.20 per note, reflecting issuance, structuring and hedging costs that reduce investor economics versus the $1,000 issue price.

Morgan Stanley Finance LLC is issuing $4,387,500 of five-year Trigger Step Securities linked to a weighted basket of six equity indices, including the EURO STOXX 50, Nikkei 225, FTSE 100, Swiss Market Index, S&P/ASX 200 and S&P 500 Equal Weight Index. Each Security has a $10 Principal Amount and is fully and unconditionally guaranteed by Morgan Stanley.

At maturity in January 2031, if the Final Basket Level is at or above the Step Barrier of 100, investors receive $10 plus the greater of a 40.00% Step Return or the actual Basket Return, with no maximum gain. If the Final Basket Level is below the Step Barrier but at or above the Downside Threshold of 75, investors receive only their $10 principal. If the Final Basket Level falls below 75, the payoff is $10 plus $10 times the Basket Return, exposing holders to full downside and potential total loss of principal.

The Securities pay no interest or dividends, will not be listed on an exchange and are subject to Morgan Stanley’s credit risk. The issue price is $10 per Security, while the estimated value on the trade date is $9.491, reflecting issuance, selling, structuring and hedging costs built into the price.

Morgan Stanley Finance LLC is offering market-linked, principal-at-risk securities tied to the lowest performing of Microsoft and NVIDIA common stock, fully and unconditionally guaranteed by Morgan Stanley and maturing on February 2, 2029. Each security has a $1,000 face amount and may be automatically called on February 4, 2027 if both stocks are at or above their starting prices, in which case investors receive a cash payment of at least $1,330.50 per security and no further payments.

If not called, at maturity investors receive 175% of any positive return of the lowest performing stock, full return of face amount if that stock finishes between its starting and 50% threshold price, and a one‑for‑one loss below the threshold, potentially losing most or all principal. The preliminary estimated value is about $955.80 per $1,000 security due to issuing, selling, structuring and hedging costs and the issuer’s internal funding rate. The notes pay no interest or dividends, carry Morgan Stanley credit risk and will not be listed on an exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $5,200,000 of Trigger Callable Yield Notes linked to the worst performer between the MSCI Emerging Markets Index and the S&P 500 Index, maturing April 26, 2027.

The notes pay a fixed coupon at an annual rate of 8.15%, with monthly payments of $0.06792 per $10 note, regardless of index performance, unless the notes are called. Starting April 27, 2026, the issuer may redeem all notes monthly if a risk‑neutral valuation model indicates calling is economically rational for the issuer.

If the notes are not called and both indexes finish at or above 70% of their initial levels, investors receive full principal plus the final coupon. If either index is below its 70% downside threshold, repayment is reduced in line with the decline of the worst-performing index, and investors can lose most or all of their principal. The notes are unsecured, subject to Morgan Stanley’s credit risk, and will not be listed, so secondary market liquidity may be limited.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $12,200,000 of Trigger Callable Contingent Yield Notes at $10 per Security linked to the least performing of the S&P 500, Russell 2000 and MSCI EAFE indices. The notes pay a quarterly contingent coupon at 8.75% per annum only if all three indices are at or above their respective coupon barriers, set at 70% of initial levels.

The notes can be called quarterly beginning April 24, 2026 based on a risk‑neutral valuation model; if called, investors receive principal plus the applicable coupon. If not called and, at maturity in 2031, any index is below its downside threshold of 65% of its initial level, repayment is reduced in proportion to the worst index’s loss, potentially to zero. The estimated value on the trade date is $9.728 per Security, below the $10 issue price, and all payments are subject to Morgan Stanley’s credit risk.