MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is issuing S&P 500-linked Enhanced Trigger Jump Securities due August 12, 2027, in $1,000 denominations, fully guaranteed by Morgan Stanley, with an aggregate principal amount of $1,050,000. The notes pay no interest and are principal-at-risk unsecured obligations.

At maturity, if the S&P 500 final level on August 9, 2027 is at or above the downside threshold of 6,360.304, equal to 85% of the 7,482.71 initial level, investors receive $1,000 plus a fixed upside payment of $101 per security, a 10.10% return. If the final level falls below the threshold, repayment is $1,000 multiplied by the performance factor (final level ÷ initial level), exposing holders to a 1-for-1 loss with no minimum payment and potential total loss of principal.

The estimated value on the pricing date is $985.10 per security, below the $1,000 issue price because it includes issuing, selling, structuring and hedging costs and reflects Morgan Stanley’s funding rate. Liquidity is expected to be limited, and all payments depend on Morgan Stanley’s and MSFL’s credit.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with Auto-Callable Feature and Downside Factor linked to the Nasdaq-100 Index®, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, matures on August 3, 2028 and pays no periodic interest, with principal at risk.

The issue price is $1,000 per security, including placement fees of $15, for proceeds to the issuer of $985 and an estimated value on the pricing date of about $976.50 per security. The notes may be automatically redeemed on August 18, 2027 if the Nasdaq-100 closes at or above the initial level on August 13, 2027, for an early redemption payment of at least $1,143 per security.

If not called, at maturity investors receive principal plus 150% of any index gain; only principal back if the final index level is between 85% and 100% of the initial level; and a loss of 1.1765% of principal for every 1% decline beyond the 15% buffer, with no minimum payment. All payments depend on Morgan Stanley’s credit, the securities are not insured by the FDIC, secondary market liquidity may be limited, and U.S. tax treatment is uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering contingent income auto-callable notes with a $1,000 stated principal amount per note, linked to the worst performing of Costco, JPMorgan Chase and Microsoft common stocks. The notes run from July 21, 2026 to July 21, 2031.

Investors may receive a 7.60% per annum contingent coupon, paid monthly only if each stock closes at or above its coupon barrier (75% of its initial level) on the relevant observation date. The notes are automatically redeemed at par plus the coupon if, on any monthly redemption determination date starting July 16, 2027, all three stocks are at or above 100% of their initial levels. If not called, investors receive the $1,000 principal at maturity, plus the final coupon if the barrier condition is met. The estimated value on the pricing date is approximately $968.50 per note, reflecting issuance, structuring and hedging costs, and all payments depend on Morgan Stanley’s credit; there is no participation in stock price appreciation and investors may receive few or no coupons.

Morgan Stanley Finance LLC is offering Dual Directional Buffered Participation Securities, unsecured notes fully and unconditionally guaranteed by Morgan Stanley, linked to the Invesco QQQ Trust, Series 1. Each security has a $1,000 stated principal amount, is issued at $1,000, and pays no interest. The estimated value on the pricing date is approximately $985.60 per security.

The notes mature on July 28, 2027, with performance measured on an observation date of July 23, 2027. The initial underlier level is $725.51, with a buffer level of $580.408 (80% of initial). If the final level exceeds the initial level, holders receive principal plus 100% of the underlier gain, capped by a maximum payment of $1,103.30 (110.33% of principal). If the final level is between the initial and buffer levels, investors receive principal plus a positive return equal to the absolute percentage decline, up to 20%.

If the final level is below the buffer level, investors lose 1.25% of principal for every 1% decline beyond the 20% buffer, with no minimum payment at maturity, so the entire investment is at risk. The notes are subject to the credit risk of MSFL and Morgan Stanley, may have limited secondary market liquidity, and involve uncertain U.S. federal income tax treatment.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities due July 22, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 principal-at-risk note pays a contingent coupon at 12.35% per annum, but only when the S&P U.S. Equity Momentum 40% VT 4% Decrement Index closes at or above 80% of its initial level on the relevant observation date. Missed coupons are remembered and can be paid later once this barrier condition is satisfied.

Beginning July 19, 2027, if on any redemption determination date the index closes at or above 100% of its initial level, the securities are automatically redeemed for $1,000 plus the current and any previously unpaid coupons, with no further payments. If held to July 22, 2031 and not called, principal is fully repaid when the final index level is at least 85% of the initial level. Below this buffer level, repayment is reduced in line with index losses beyond the 15% buffer, subject to a minimum payment at maturity of 15% of principal.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, so all payments depend on Morgan Stanley’s credit. The estimated value on the pricing date is approximately $960.40 per $1,000 security, reflecting embedded issuance, structuring and hedging costs, and secondary market liquidity may be limited. U.S. tax treatment is uncertain; the issuer currently views the securities as prepaid financial contracts with associated coupons, and non-U.S. holders may face 30% withholding on coupons.

Morgan Stanley Finance LLC is issuing Series A Contingent Income Auto-Callable Notes due July 21, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000. The notes are linked to the worst performing of Broadcom (AVGO), JPMorgan Chase (JPM) and Microsoft (MSFT). Principal is scheduled to be repaid at maturity if the notes are not called, in addition to any final contingent coupon, subject to the issuer’s and guarantor’s credit.

The notes pay a 10.10% per annum contingent coupon, calculated and paid monthly only if on each observation date all three stocks are at or above 75% of their initial levels. Starting July 16, 2027, the notes are automatically redeemed if on a redemption determination date each stock is at or above 100% of its initial level, returning $1,000 plus the applicable coupon, after which no further payments are made. Investors do not participate in any stock appreciation and may receive few or no coupons. The estimated value on the pricing date is approximately $967.80 per note, below the $1,000 issue price due to issuance, structuring and hedging costs and Morgan Stanley’s funding rate. The notes are unsecured, not listed, may have limited secondary liquidity, and involve complex U.S. tax treatment that may require recognizing taxable income in excess of cash coupons.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, offers Contingent Income Memory Auto-Callable Securities due July 26, 2029 linked to Comfort Systems USA, Inc. common stock. Each security has a stated principal amount and issue price of $1,000 and is principal at risk.

The notes pay a contingent coupon at an annual rate of 20.90% only when the stock’s closing level on an observation date is at or above a coupon barrier set at 50% of the initial level; missed coupons can be paid later if this barrier is met. The notes are automatically redeemed on specified dates if the stock is at or above 100% of the initial level, paying $1,000 plus due coupons. If held to maturity and the final level is at or above a 50% downside threshold, principal is repaid; otherwise the payoff equals $1,000 times the performance factor, so investors bear full downside and do not participate in upside. The estimated value on the pricing date is approximately $978.30 per $1,000 security, and investors face unsecured credit exposure to Morgan Stanley, potential limited secondary market liquidity and uncertain tax treatment, including possible 30% withholding on coupons for some non-U.S. holders.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Floating Rate Callable Notes due July 24, 2031, linked to the 10-Year Constant Maturity Treasury Rate (10CMT). Each note has a $1,000 issue price and stated principal amount.

Interest accrues daily at 7.50% per annum × N/ACT, where N is the number of days 10CMT is within the 0.00%–5.00% reference rate range and ACT is total days in the term; on other days, interest is 0.00%. Interest is paid only once, on maturity or an earlier redemption date, together with principal, so investors forgo periodic coupons and could receive little or no interest if 10CMT often lies outside the range or due to the five-day reference-rate cutoff.

Beginning July 24, 2027, the issuer may redeem the notes annually at 100% of principal plus accrued interest, but only if a risk neutral valuation model indicates redemption is economically rational for the issuer. The notes are unsecured, subject to Morgan Stanley’s credit risk, not listed on any exchange, and have an estimated value on the pricing date of about $946.90 per $1,000 note, reflecting issuing, structuring and hedging costs. Proceeds are for general corporate purposes, and for U.S. tax purposes the notes are expected to be treated as contingent payment debt instruments.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Trigger PLUS notes due July 19, 2029, linked to the worst performance of Mastercard Class A common stock and Microsoft common stock. Each note has a $1,000 stated principal amount and pays no interest.

If, on the July 16, 2029 observation date, both stocks finish above their initial levels, holders receive $1,000 plus 260% of the price gain of the worst performer. If either stock is at or below its initial level but both remain at or above 70% of their initial levels, holders receive only the $1,000 principal.

If either stock closes below 70% of its initial level, repayment is reduced one-for-one with the decline of the worst performer, with no minimum, so the investment can be lost entirely. The initial estimated value is about $959.30 per $1,000 note, reflecting issuance, selling, structuring and hedging costs, and values are also subject to Morgan Stanley’s credit risk and limited secondary-market liquidity.