MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due January 25, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000 and is linked to the worst performer of the Nasdaq-100® Technology Sector Index, the Russell 2000® Index and the S&P 500® Index.

Holders may receive a contingent coupon at 9.50% per annum, paid only if on each observation date all three indices are at or above their coupon barrier levels, set at 70% of the initial level for each index. The notes auto-call, paying principal plus the coupon, if on a redemption determination date all indices are at or above their call thresholds, set at 100% of initial levels. If not called, and at maturity any index finishes below its 70% downside threshold, repayment is reduced in proportion to the worst index’s decline, potentially to zero, so principal is fully at risk. The estimated value on the pricing date is approximately $968.10 per security, below the issue price due to issuing, selling, structuring and hedging costs, and liquidity and tax risks may be significant.

Morgan Stanley Finance LLC is offering principal-at-risk, auto-callable notes linked to the S&P 500® Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price. The notes pay no interest and do not guarantee repayment of principal.

The notes may be automatically redeemed if the index closes at or above a call threshold equal to 100% of the initial level on scheduled determination dates, with payments of at least $1,105 in 2027 or $1,210 in 2028 per $1,000. If held to maturity and the final index level is at or above the threshold, investors receive at least $1,315. If the notes are not called and the final level is below the threshold, repayment equals $1,000 times the performance factor, resulting in a 1% loss of principal for each 1% index decline, potentially to zero. All payments are subject to Morgan Stanley’s credit risk, and the estimated value is about $975.30 per security, below the issue price, reflecting fees, structuring and hedging costs, as well as limited expected secondary market liquidity and complex, uncertain tax treatment.

Morgan Stanley Finance LLC is issuing $750,000 of Digital Equity-Linked Notes due August 12, 2027, linked to ServiceNow, Inc. common stock and fully guaranteed by Morgan Stanley. The notes pay no interest and are unsecured, principal-at-risk obligations.

For each $1,000 note, if ServiceNow’s final share price is at least 85% of the $107.71 initial level (threshold $91.5535), investors receive a capped $1,394.30 (139.43% of face). Below that threshold, repayment falls linearly using a 117.65% buffer rate, so a large decline can result in total loss of principal.

The price to public is $1,000 per note, with a dealer commission of $10.90 and estimated fair value of $977.00 on the trade date, reflecting issuing, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes will not be listed, and any secondary market may be limited and affected by Morgan Stanley’s credit, hedging and trading activities.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is issuing Trigger Autocallable Notes linked to the Nasdaq-100 Index® with a $10 principal amount per Security and a 5-year term, subject to quarterly automatic call starting July 26, 2027.

If on any Observation Date the index closes at or above the Initial Level, the notes are automatically called and pay $10 plus a fixed Call Return based on a 10.30%–11.00% per-annum Call Return Rate, following a preset schedule up to a 51.500% Call Return at maturity. Investors do not participate in any additional index appreciation.

If the notes are not called and the Final Level is at or above 75% of the Initial Level (the Downside Threshold) but below the Initial Level, investors receive only principal. If the Final Level is below the Downside Threshold, repayment equals $10 × (1 + Underlying Return), exposing holders to the index’s full decline and potentially a total loss. The notes pay no interest, may have limited or no secondary liquidity, carry full issuer and guarantor credit risk, and have an estimated value of about $9.643 per Security versus the $10 Issue Price.

Morgan Stanley Finance LLC is offering S&P 500-linked Buffer Autocallable Securities due July 31, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $10 principal amount, a 5-year term and no interest or dividend payments; returns depend on S&P 500® Index performance.

The notes are automatically called if, on August 4, 2027, the index closes at or above the Autocall Barrier set at 100% of the Initial Level, paying principal plus a fixed Call Return between 9.00% and 10.65%, after which no further upside is available. If not called, positive index returns at maturity are passed through one-for-one via Upside Gearing of 1.00.

Principal exposure is buffered by a 20% Buffer observed only at maturity: if the index is down 20% or less, investors receive full principal; below the 80% Downside Threshold, losses increase 1% for each additional 1% index decline, up to an 80% loss of principal. The securities are unsecured, not FDIC-insured obligations subject to Morgan Stanley’s credit risk. Estimated value on the trade date is approximately $9.673 per $10 note, reflecting structuring, hedging costs and dealer compensation.

Morgan Stanley Finance LLC is offering $2,161,000 of principal-at-risk Jump Securities with Auto-Callable Feature due July 15, 2031, linked to the S&P 500® Futures Excess Return Index and fully and unconditionally guaranteed by Morgan Stanley.

The notes have a $1,000 stated principal amount, pay no interest and may be automatically redeemed on July 16, 2027 for an early redemption payment of $1,200 per security if the index is at or above the 606.46 call threshold. If held to maturity and the final index level exceeds 606.46, investors receive principal plus 150% of the index gain; if the final level is between 424.522 and 606.46, they receive only principal; below 424.522, repayment is reduced in proportion to the index decline and can fall to zero.

The estimated value on the pricing date is $979.30 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and issuer economics. All payments depend on Morgan Stanley and MSFL credit, market value may be limited, and U.S. federal income tax treatment is complex and uncertain.

Morgan Stanley Finance LLC is offering $1,210,000 aggregate principal amount of Buffered Performance Leveraged Upside Securities linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 denomination, matures on August 13, 2027, pays no interest, and is principal-at-risk.

At maturity, investors receive $1,000 plus 110% of any index gain, capped at a maximum payment of $1,146 per note. If the index is flat or down to 10% below the initial level of 7,575.39, repayment is at par. Below the 10% buffer (buffer level 6,817.851), principal is reduced 1% for each additional 1% index decline, subject to a minimum payment of 10% of principal.

The notes are unsecured obligations of MSFL, guaranteed on an unsecured basis by Morgan Stanley, so all payments depend on their credit. The estimated value on the pricing date is $990.40 per note, below the issue price, reflecting issuing, selling, structuring and hedging costs. Liquidity may be limited, tax treatment is uncertain, and the securities are sold through Morgan Stanley & Co. to fee-based advisory accounts without sales commissions.

Morgan Stanley Finance LLC is issuing $705,000 of Enhanced Trigger Jump Securities, $1,000 principal amount each, due October 14, 2027 and fully guaranteed by Morgan Stanley. The notes pay no interest and are linked to the worst performer of AMD, Broadcom and Palantir Class A common stock.

At maturity, each note pays $1,474 (principal plus a fixed $474 upside payment) if the final level of every stock is at or above 50% of its initial level. Otherwise, repayment equals $1,000 multiplied by the performance factor of the worst-performing stock, with no minimum payment, so principal can be lost in full. The estimated value on the July 10, 2026 pricing date is $970.60 per note, below the $1,000 issue price due to issuing, selling, structuring and hedging costs. The securities are unsecured, subject to Morgan Stanley credit risk, and any secondary market is expected to be limited.

Morgan Stanley Finance LLC is offering $407,000 of Contingent Income Memory Auto-Callable Securities due July 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 principal amount and is linked to the worst performing of Micron, Amazon and Shopify shares.

The note pays a 23.00% per annum contingent coupon only if, on each observation date, all three underliers are at or above their coupon barriers set at 50% of initial levels; missed coupons may be paid later if conditions are met. From July 2027, the note auto-calls if all underliers are at or above 100% of initial levels, returning principal plus due coupons. If not called, principal is repaid at maturity only if each underlier finishes at or above its downside threshold or any finishes at or above its initial level; otherwise, maturity value is reduced 1% for each 1% decline in the worst performer and can fall to zero.

The securities are unsecured, subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, are not bank deposits and are not FDIC insured. The estimated value on the pricing date is $908.30 per $1,000, reflecting structuring and hedging costs, and secondary market liquidity and U.S. tax treatment, particularly for non-U.S. investors, are described as uncertain.