Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index. The offering totals an aggregate principal amount of $6,094,000 at $1,000 per security, with gross proceeds reduced by $46 per security in selling commissions and resulting issuer proceeds of $5,813,676. The notes mature on October 31, 2030 and may be auto‑called starting October 28, 2026 if the index is at or above the call threshold of 1,263.52.

The notes pay an 11.00% annual contingent coupon only when the index closes at or above the coupon barrier of 1,010.816 on an observation date, with unpaid coupons carried forward (“memory”). Principal is buffered 15% via a buffer level of 1,073.992; below that, losses accrue 1:1 beyond the buffer, subject to a minimum payment at maturity of 15% of principal. The index’s initial level on the strike date was 1,263.52. The estimated value on the pricing date is $901.40 per security. MS&Co., an affiliate, is the agent and may make a market, but is not obligated to do so.

Morgan Stanley Finance LLC launched Principal at Risk “Trigger Participation Securities” linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley, under a Rule 424(b)(2) pricing supplement. The notes pay no interest, are unsecured, and are not listed on an exchange.

At maturity on November 19, 2031, investors receive: (i) principal plus an upside payment if the S&P 500 final level exceeds the initial level, with a 100% participation rate; (ii) principal back if the final level is at or below the initial level but at or above the 80% downside threshold; or (iii) a loss matching the index decline if below the threshold, up to total loss.

Issue price is $1,000 per security; per-security selling compensation is $32.50, and proceeds to the issuer are $967.50. The estimated value on the pricing date is approximately $943.10 per security (or within $55 of that estimate). Key dates include strike and pricing on November 14, 2025; observation on November 14, 2031. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC priced a primary offering of Jump Securities with an auto-callable feature, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performer of the S&P 500, Nasdaq‑100 and Russell 2000, are unsecured and principal-at-risk, and pay no interest.

The issue price is $1,000 per security, with an aggregate principal amount of $812,000. The agent’s commission is $28.50 per security (total $23,142), providing $788,858 in proceeds to the issuer. The estimated value on the pricing date is $959.50 per security.

Auto-call may occur on scheduled determination dates starting November 2, 2026 if each index is at or above its call threshold (100% of initial), paying amounts that equate to ~11.00% per annum (e.g., $1,110 on the first date). If held to maturity and each index is at or above its call threshold, investors receive $1,330 per security. If any index is below its call threshold but all are at or above the downside thresholds (70% of initial), repayment is principal only. If any index finishes below its downside threshold, repayment is reduced 1:1 with the decline of the worst performer, and could be zero. The notes will not be listed and all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering Market Linked Securities (principal at risk) tied to the lowest performer of NVIDIA, Meta Platforms (Class A), Alphabet (Class A) and Broadcom, due October 27, 2028. The notes pay a contingent coupon at 22.70% per annum if, on each monthly calculation day, the lowest-performing stock is at or above its coupon threshold (70% of its starting price). After an initial 6‑month non‑call period, the notes are auto‑callable if all four stocks are at or above their starting prices on a calculation day.

The offering is sized at $7,939,000 (price to public), with agent commissions of $184,581.75 and proceeds to the issuer of $7,754,418.25. Per $1,000 face amount, the public price is $1,000, agent commission is $23.25, and issuer proceeds are $976.75. The estimated value on the pricing date is $968.80 per security. Starting prices are NVDA $186.26, META $738.36, GOOGL $259.92 and AVGO $354.13, with coupon and downside thresholds at 70% of each. If any stock finishes below its downside threshold at maturity and the notes were not called, repayment is reduced 1‑for‑1 with the lowest performer, potentially to zero. The securities will not be listed.

Morgan Stanley Finance LLC priced fixed income auto-callable securities linked to the worst performing of Chevron (CVX), Valero (VLO) and Exxon Mobil (XOM), with an aggregate principal amount of $275,000, a 10.00% annual fixed coupon, and scheduled maturity on October 26, 2028. The notes are fully and unconditionally guaranteed by Morgan Stanley and are principal-at-risk.

The notes auto-redeem if, on any redemption determination date starting April 22, 2026, each underlier is at or above its call threshold (100% of initial: CVX $155.57; VLO $161.87; XOM $114.71). If not called, repayment of principal at maturity requires each underlier to be at or above its downside threshold (70% of initial: CVX $108.899; VLO $113.309; XOM $80.297). Otherwise, principal is reduced 1% for every 1% decline of the worst performer.

The issue price is $1,000 per security; estimated value on the pricing date is $968.50 per security. Agent commissions are $30 per security, with proceeds to the issuer totaling $266,750. The securities will not be listed and all payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC filed an amendment for Contingent Income Memory Auto-Callable Securities linked to Tesla, Inc. common stock, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes may pay a 21.00% annual contingent coupon only when the underlier closes at or above the coupon barrier on the observation date.

The notes can auto-redeem starting on April 30, 2026 if the underlier is at or above the 100% call threshold, returning principal plus any due contingent coupons. If not called, at maturity on November 4, 2027 investors receive principal only if the final level is at or above the 60% downside threshold; otherwise, repayment falls one-for-one with the underlier’s decline. Issue price is $1,000 per note, with an estimated value on the pricing date of approximately $984.60. All payments are subject to the issuer’s and guarantor’s credit risk, and the notes will not be listed on any exchange.

Morgan Stanley Finance LLC priced Callable Jump Securities due October 28, 2030, linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. The offering totals $887,000 at $1,000 per security under Rule 424(b)(2).

The notes are callable in whole starting November 4, 2026, with fixed redemption payments that step up to reflect approximately 11.00% per annum (e.g., $1,110.00 on Nov 4, 2026, $1,137.50 on Jan 28, 2027, rising to $1,522.50 on Jul 26, 2030). If not redeemed, maturity payment depends on index performance: if the final level exceeds the initial level, investors receive principal plus an upside payment at a 590% participation rate; if between the initial level and the downside threshold, principal only; if below the downside threshold, losses match the index decline.

Key terms: initial level 552.61; downside threshold level 276.305 (50% of initial). The estimated value on the pricing date is $968.00 per security. Agent’s fee is $2.50 per security; proceeds to the issuer are $884,782.50. The securities are subject to issuer credit risk, pay no interest, and will not be listed.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities due November 4, 2027 linked to the iShares Bitcoin Trust ETF (IBIT). The notes pay a contingent quarterly coupon at 15.40% per annum (about $38.50 per quarter per $1,000 note) only when the ETF’s determination closing price is at or above 60% of the initial share price on the observation date. Investors do not participate in price appreciation.

The notes may be auto-called quarterly beginning February 2, 2026 if the ETF is at or above the initial share price, returning principal plus the applicable coupon and any previously unpaid coupons. If not called, at maturity you receive the $1,000 principal only if the final share price is at or above the 60% threshold (plus the applicable coupon and any previously unpaid coupons). If the final share price is below the threshold, repayment is reduced 1-to-1 with the ETF’s decline and could be zero.

Issue price is $1,000 per security; estimated value on pricing date is approximately $960 per security (within $35 of that estimate). Selected dealers receive $15 per security in sales commissions and a $5 structuring fee applies. The notes are unsecured, subject to issuer and guarantor credit risk, and will not be listed.

Morgan Stanley Finance LLC priced a primary offering of Contingent Income Auto-Callable Securities linked to Bank of America common stock, due October 26, 2028. The notes are fully and unconditionally guaranteed by Morgan Stanley and are principal at risk.

The deal totals $2,865,000 in aggregate principal amount at $1,000 per security. A 9.00% per annum contingent coupon is paid only if BAC’s closing level is at or above the $35.77 coupon barrier on the observation date. The notes auto-call for par plus the applicable coupon if BAC is at or above the $51.10 call threshold on any redemption determination date starting January 22, 2026. If not called, maturity payment equals par (plus coupon, if payable) if BAC is at or above the $35.77 downside threshold; otherwise investors lose 1% of principal for every 1% decline from the $51.10 initial level.

The estimated value on the pricing date is $970.00 per security. Selling commissions are $20 per security, with issuer proceeds of $980 per security. The notes will not be listed. All payments are subject to the credit risk of MSFL and Morgan Stanley.