MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering $1,000,000 of Contingent Income Memory Buffered Auto-Callable Securities due July 15, 2027, linked to the iShares Semiconductor ETF (SOXX), fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000.

Investors may receive a 10.35% per annum contingent coupon on specified coupon payment dates, but only if the ETF’s closing level on the related observation date is at or above the coupon barrier of $349.02, 60% of the $581.70 initial level. Missed coupons may be paid later if a future observation date meets the barrier. The notes are automatically redeemed at par plus due coupons if, on any redemption determination date starting October 9, 2026, the ETF is at or above the call threshold of 100% of the initial level.

If not called and at maturity the ETF is at or above the 60% buffer level, investors receive full principal (plus any payable coupons). If it is below the buffer, principal is reduced in line with the ETF’s decline beyond the 40% buffer, subject to a minimum payment of 40% of principal. The estimated value on the pricing date is $982.10 per $1,000, reflecting embedded costs, and all payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

Morgan Stanley Finance LLC is issuing Series A Enhanced Trigger Jump Securities linked to the S&P 500 Index. Each note has a $1,000 stated principal amount, with $750,000 issued in total, and pays no interest.

At maturity on August 12, 2027, holders receive $1,000 plus a fixed $81.70 (8.17%) if the index’s final level on the August 9, 2027 observation date is at or above the downside threshold of 5,612.033, which is 75% of the 7,482.71 initial level. If the final level is below that threshold, repayment equals $1,000 multiplied by the performance factor (final level divided by initial level), creating a 1% loss of principal for each 1% index decline; there is no minimum payment and the entire investment can be lost.

The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is $986.20 per note, below the $1,000 issue price, reflecting issuing, selling, structuring and hedging costs and the issuer’s funding rate. Liquidity, valuation, conflict-of-interest and U.S. tax treatment uncertainties are highlighted as additional risks.

Morgan Stanley Finance LLC is offering Callable Buffered Jump Securities linked to the worst performer of the iShares Core S&P Mid-Cap ETF (IJH) and iShares Core S&P Small-Cap ETF (IJR). Each security has a $1,000 stated principal amount, with an aggregate principal of $254,000, and is fully and unconditionally guaranteed by Morgan Stanley.

The notes pay no interest and are principal-at-risk. If not called and both final ETF levels exceed their initial levels, holders receive $1,000 plus an upside payment equal to 173% of the gain of the worst-performing ETF. If either ETF finishes at or below its initial level but at or above its buffer level (80% of initial), investors receive only principal. Below the buffer, investors lose 1% of principal for each 1% decline of the worst performer beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The issuer may redeem the notes in whole, but not in part, on scheduled redemption dates starting July 21, 2027, paying fixed amounts that target approximately 16.00% per annum, such as $1,160 on the first redemption date. The early redemption decision is based on a risk neutral valuation model reflecting market conditions and Morgan Stanley’s credit spreads, and may occur when continuation would be more favorable to investors. The estimated value on the pricing date is $967.70 per security, below the $1,000 issue price, reflecting issuance, structuring and hedging costs and issuer economics. All payments depend on Morgan Stanley’s and MSFL’s credit.

Morgan Stanley Finance LLC is offering $1,788,000 aggregate principal amount of Contingent Income Memory Buffered Auto-Callable Securities, fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index and maturing on July 14, 2031.

The notes pay a 10.85% per annum contingent coupon, only when the index closes at or above a coupon barrier of 955.766 (70% of the 1,365.38 initial level) on an observation date; missed coupons may be paid later if the barrier is subsequently met. The notes are automatically redeemed at par plus applicable coupons if the index is at or above the initial level on any monthly redemption determination date starting July 9, 2027.

At maturity, if not called and the final index level is at or above the buffer level of 1,160.573 (85% of initial), investors receive full principal plus any due coupons; below that, principal is reduced 1% for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. The estimated value on the pricing date is $902.70 per $1,000 note, all payments are subject to Morgan Stanley’s credit risk, the securities are not insured, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC is issuing $1,500,000 of Structured Investments Buffered Partial Participation Securities, unsecured notes fully and unconditionally guaranteed by Morgan Stanley and linked to the S&P 500® Index. The notes pay no interest, have a stated principal amount of $1,000 per security and mature on July 14, 2031.

At maturity, if the arithmetic-average final index level exceeds the initial level of 7,543.64, holders receive principal plus an upside payment based on a 93.24% participation rate in the index gain. If the final level is between the initial level and the buffer level of 6,034.912 (a 20% buffer), only principal is repaid. Below the buffer, investors lose 1.25% of principal for each 1% index decline beyond the buffer, with no minimum payment; an 85% index decline would return $187.50 per security. The estimated value on the pricing date is $956.80 per security, below the $1,000 issue price, and all payments are subject to the credit risk of MSFL and Morgan Stanley, limited liquidity, and uncertain tax treatment.

Morgan Stanley Finance LLC is offering $1,088,000 of Jump Securities with Auto-Callable Feature due July 12, 2030, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of $896.90, reflecting issuance, selling, structuring and hedging costs.

The notes are principal-at-risk structured securities linked to an equally weighted basket of five technology-related stocks. They pay no interest and do not provide participation in any appreciation of the basket. Starting July 16, 2027, the notes are subject to automatic early redemption if the basket level is at or above the call threshold level of 95, for fixed cash payments ranging from $1,200 to $1,750 per security.

If not called, payment at maturity depends on the final basket level: investors receive $1,800 per security if the final level is at or above the call threshold, only the $1,000 principal if the final level is between the call threshold and the downside threshold level of 50, and a proportionally reduced amount (final level divided by initial level) if below the downside threshold, which can result in a total loss of principal. All payments are subject to Morgan Stanley’s credit risk, secondary market liquidity may be limited, and U.S. federal tax treatment is expected to follow the prepaid financial contract approach but remains uncertain.

Morgan Stanley Finance LLC is offering $28,726,400 of Buffered PLUS with Downside Factor, unsecured notes with a $10 stated principal amount per security linked to the S&P 500 Index, due July 13, 2028 and fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and do not guarantee principal. If the index finishes above its 7,543.64 initial level, holders receive principal plus 200% of the index gain, capped at a maximum payment of $12.50 per note. If the final level is between 90% and 100% of initial, investors receive only the $10 principal. Below the 90% buffer level of 6,789.276, principal is reduced by 1.1111% for each 1% further index decline, with no minimum payment and potential total loss.

All payments are subject to the credit risk of Morgan Stanley and MSFL. The estimated value on the July 9, 2026 pricing date is $9.918 per note, below the $10 issue price due to issuing, selling, structuring and hedging costs. The notes are sold in fee-based advisory accounts through Morgan Stanley & Co. with no sales commission, and secondary market liquidity may be limited. Tax counsel treats the notes as prepaid financial contracts, and expects Section 871(m) dividend-equivalent withholding not to apply to Non-U.S. holders, though the U.S. federal income tax treatment remains uncertain.

Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, is issuing $5,410,000 of Enhanced Trigger Jump Securities due August 12, 2027, linked to the S&P 500® Index. The notes are unsecured, pay no interest and are principal-at-risk obligations subject to the issuers’ credit.

Each $1,000 security pays $1,091.40 at maturity (a fixed 9.14% gain) if the index’s final level on August 9, 2027 is at or above the downside threshold of 5,986.168, which is 80% of the 7,482.71 initial level. If the final level is below that threshold, holders lose 1% of principal for each 1% index decline, with no minimum payment and potential total loss. The estimated value on the pricing date is $985.90 per security, reflecting issuance, selling, structuring and hedging costs and the issuer’s funding rate. The securities may be illiquid, differ economically from a direct index investment, and involve uncertain U.S. federal income tax treatment, including for Non-U.S. Holders in light of Section 871(m).

Morgan Stanley Finance LLC is offering callable contingent income securities due July 13, 2028, fully and unconditionally guaranteed by Morgan Stanley, in $1,000 denominations and $1,860,000 aggregate principal amount. These principal-at-risk notes are linked to the worst performing of the Dow Jones Industrial Average, Nasdaq-100 Technology Sector Index and Russell 2000 Index.

Holders can receive a contingent coupon at an annual rate of 10.05% on scheduled payment dates, but only when the closing level of each index on the related observation date is at or above its coupon barrier level, set at 60% of its initial level. Beginning October 15, 2026, the issuer may redeem the notes on specified dates, based on a risk neutral valuation model, for principal plus any due coupon; no further payments follow redemption. If the notes are not redeemed and, on the final observation date, each index is at or above its 60% downside threshold, investors receive principal plus any final contingent coupon. If any index finishes below its downside threshold, the maturity payment is reduced 1% for every 1% decline of the worst index and can be zero. Payments depend on Morgan Stanley’s credit, and the model-based estimated value on the pricing date is $981.60 per $1,000 security.