MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC (guaranteed by Morgan Stanley) offers contingent income auto-callable notes linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500. Each security has a $1,000 stated principal amount and an original issue price of $1,000. The securities pay a contingent coupon at an annual rate of 10.85% only if all three underliers are at or above their coupon barrier on each observation date; otherwise no coupon is paid for that period. The notes feature automatic early redemption on multiple redemption determination dates beginning May 21, 2027, returning principal plus the contingent coupon if each underlier meets its call threshold. If not redeemed, repayment at maturity on May 25, 2028 is either the stated principal or, if the worst performing underlier finishes below its downside threshold (70% of initial level), a reduced amount equal to the stated principal multiplied by that underlier’s performance factor, potentially resulting in a loss of up to the entire principal. All payments are subject to the issuer’s and guarantor’s credit risk. The pricing-date estimated value is approximately $990.30 per security.

Morgan Stanley Finance LLC priced Principal at Risk structured notes fully and unconditionally guaranteed by Morgan Stanley. The offering registers $1,229,000 aggregate principal in $1,000 denominations. Each security pays $102 upside at maturity if the worst performing underlier is at or above its 75% downside threshold. If the worst performing underlier is below its downside threshold, payment equals principal × performance factor of the worst performing underlier and could be significantly less or zero. The observation date is June 14, 2027 with maturity June 17, 2027. Estimated value on the pricing date was $975.10 per security and the agent commission is $15 per security.

Morgan Stanley Finance LLC prices a primary offering of principal-at-risk, fixed-coupon notes due June 3, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, a 7.10% annual fixed coupon, a buffer equal to 85% of the initial level (buffer amount 15%) and an observation date of May 29, 2031. The securities pay monthly coupons, may be automatically redeemed early if the underlier meets the call threshold, and expose investors to principal loss for declines of the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index beyond the buffer. The estimated value on the pricing date is approximately $919.10 per security; the issue price is $1,000 per security. All payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC priced a series of Principal at Risk securities linked to the EURO STOXX 50® Index due May 19, 2031. Each security has a stated principal amount of $1,000 and an estimated value on the pricing date of $952.70. At maturity investors receive either the stated principal plus the greater of (i) a cash amount tied to the underlier percent change or (ii) an upside payment of $375.50 (37.55%), provided the final level is at or above the downside threshold of 4,451.22 (75% of the initial level). If the final level is below that threshold, investors lose 1% of principal for each 1% decline in the index and could lose their entire investment. The securities are unsecured obligations of MSFL and are fully guaranteed by Morgan Stanley; all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering principal-at-risk buffered participation securities linked to the S&P 500® Index with a stated principal amount of $1,000 per security and an original issue price of $1,000 per security. The securities mature on June 24, 2027 and use an observation date of June 21, 2027.

Holders receive the stated principal if the final level is at or above the 85% buffer level; they receive upside equal to 100% participation in gains capped at a $1,137.50 maximum payment. If the final level is below the buffer level, investors incur losses equal to the underlying decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. Payments are unsecured obligations of MSFL and fully guaranteed by Morgan Stanley; all payments are subject to issuer credit risk.

Morgan Stanley Finance LLC is offering Principal at Risk structured securities linked to the common stock of Arista Networks, Inc. The offering is for an aggregate principal amount of $2,120,000 at a stated principal amount of $1,000 per security with an issue price of $1,000 per security.

The securities mature on June 1, 2027 and pay either the stated principal plus a fixed upside payment of $270.50 (27.05%) if the averaged final levels are at or above the downside threshold of $98.483 (70% of the initial level), or a cash payment equal to the stated principal multiplied by the performance factor (final level / initial level) if below that threshold. The initial level (strike date close) is $140.69; the document lists an estimated value on the pricing date of $978.70 per security.

Morgan Stanley Finance LLC is offering Structured Investments — Enhanced Buffered Jump Securities with Downside Factor, fully and unconditionally guaranteed by Morgan Stanley. The offering has an aggregate principal amount of $500,000 and a stated principal amount of $1,000 per security. The securities mature on June 1, 2027 and pay at maturity based solely on the worst performing of four underliers: Apollo Global Management, Ares Management, Blackstone and KKR.

If the worst performing underlier finishes at or above its buffer level (80% of initial), holders receive the stated principal plus a fixed $366.70 36.67% upside payment. If that underlier finishes below its buffer level, holders lose 1.25% of principal for each 1% decline beyond the 20% buffer (downside factor 1.25); there is no minimum payment at maturity. All payments are subject to Morgan Stanley’s credit risk and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering Principal at Risk notes, Structured Investments Enhanced Buffered Jump Securities, linked to the S&P 500® Index with a stated principal amount of $1,000 per security. The securities pay no interest and offer a fixed upside payment of $291.50 (29.15%) if the final level is at or above the buffer level. The securities include a 25% buffer (buffer level = 75% of the initial level) and a minimum payment at maturity of 25% of principal. The pricing and strike dates are June 5, 2026 with maturity on June 10, 2030. All payments are subject to Morgan Stanley Finance LLC's credit risk and the guarantee of Morgan Stanley. The estimated value on the pricing date is approximately $977.70 per security; the original issue price is $1,000 and issuance costs are borne by purchasers.

Morgan Stanley Finance LLC is offering principal-at-risk, contingent income auto-callable securities linked to the common stock of General Mills, Inc. The notes have a stated principal amount of $1,000 per security, a maturity date of July 7, 2027 and an original issue date of June 4, 2026. The securities pay a contingent coupon at an annual rate of 14.00% only if the closing level of the underlier meets or exceeds the coupon barrier on each observation date. The notes are automatically redeemed early if the closing level meets or exceeds the call threshold on any redemption determination date, and at maturity investors receive principal only if the final level is at or above the downside threshold; otherwise the payment equals the stated principal multiplied by the performance factor, exposing investors to full downside (losses could be substantial or total). All payments are unsecured obligations of Morgan Stanley Finance LLC and fully guaranteed by Morgan Stanley; payments remain subject to Morgan Stanley's credit risk. The preliminary pricing shows an estimated value on the pricing date of approximately $969.60 per security.