MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $100,000 of Contingent Income Memory Auto-Callable Securities linked to Salesforce, Inc. common stock, at $1,000 stated principal per security.

Investors may receive a 13.50% per annum contingent coupon, paid only when Salesforce’s closing level on an observation date is at or above the coupon barrier level of $111.001 (65% of the $170.77 initial level). The notes are automatically redeemed at par plus due and unpaid coupons if, on any redemption determination date, the stock closes at or above the call threshold level of $170.77 (100% of the initial level.

If the notes are not called and the final level is at or above the downside threshold level of $111.001, investors receive principal back plus any contingent coupons. If the final level is below this threshold, repayment is reduced 1% for each 1% decline in the stock, potentially to zero. The notes are unsecured, subject to Morgan Stanley’s credit risk, have an estimated value of $956.70 per $1,000 security on the pricing date, may be illiquid, and carry complex and uncertain U.S. tax treatment, including potential withholding for non-U.S. holders.

Morgan Stanley Finance LLC is issuing Contingent Income Auto-Callable Securities due July 22, 2031, fully and unconditionally guaranteed by Morgan Stanley, with principal at risk. The notes are linked to the worst performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index and have a stated principal amount of $1,000 per security, with an aggregate principal amount of $823,000.

Investors may receive a contingent coupon at 7.70% per annum, payable only if on each observation date the closing level of each index is at or above its coupon barrier level, set at 70% of its initial level. The notes are auto-callable from July 19, 2027; if on any redemption determination date all indices are at or above their call threshold levels (100% of initial), investors receive the principal plus that period’s coupon and the notes terminate.

If not redeemed early, at maturity investors receive principal back only if the final level of each index is at or above its downside threshold (70% of initial). Otherwise, repayment is reduced 1% for every 1% decline of the worst performing index, potentially to zero. The estimated value on the pricing date is $940.60 per security, below the $1,000 issue price, reflecting fees, structuring and hedging costs. All payments are subject to Morgan Stanley’s and MSFL’s credit risk, with limited liquidity and complex, uncertain tax treatment, particularly for non-U.S. holders.

Morgan Stanley Finance LLC is offering Trigger Performance Leveraged Upside Securities (Trigger PLUS) due July 20, 2028, linked to the worst-performing of the Nasdaq-100 Index and the S&P 500 Index. Each note has a stated principal amount of $1,000 and pays no interest.

At maturity, if the final level of each index is above its initial level, holders receive $1,000 plus a leveraged upside payment equal to 114.50% of the appreciation of the worst-performing index. If either index is at or below its initial level but both stay at or above 70% of their initial levels, holders receive only $1,000. If either index finishes below its downside threshold level, repayment is reduced 1% for every 1% decline in the worst-performing index, with no minimum payment, so principal can be fully lost.

The issue price is $1,000 per security, with an aggregate principal amount of $230,000, and an estimated value on the pricing date of $974 per security. The notes are unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, and all payments are subject to their credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Dual Directional Jump Securities linked to the S&P 500® Index with principal at risk. The notes are part of the Series A Global Medium-Term Notes program, have a $1,000 stated principal amount per security and a $7,500,000 aggregate principal amount, priced at $1,000 each.

The notes may be automatically redeemed on August 3, 2027 if on July 29, 2027 the index is at or above the call threshold level of 7,533.77, paying an early redemption amount of $1,100.50 per security. If not redeemed, at maturity on July 20, 2028 investors receive: upside leverage of 150% of index gains when the final level exceeds the initial level; a positive return equal to the absolute index decline (capped at a 20% gain) if the final level is between the initial level and the downside threshold of 6,027.016 (80% of initial); or a loss of 1% of principal for each 1% index decline below the downside threshold, potentially down to zero.

The estimated value on the pricing date is $981.70 per security, below the issue price, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate. The securities pay no interest, are unsecured obligations subject to Morgan Stanley’s credit risk, have limited liquidity, and carry complex U.S. federal income tax treatment described as prepaid financial contracts.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $543,000 of Trigger Jump Securities maturing July 22, 2031, linked to the worst performer of the Russell 2000 Index and the S&P 500 Futures Excess Return Index. The notes pay no interest and do not guarantee any return of principal.

At maturity, if both indices finish at or above their initial levels, holders receive $1,000 plus the greater of the index gain on the worst performer or a fixed upside payment of $747.50 per $1,000. If either index finishes below its initial level but both remain at or above 70% of their initial levels, holders receive only $1,000. If either falls below its 70% downside threshold, repayment is reduced 1% for each 1% decline in the worst performer, potentially to zero. The issue price is $1,000 with an estimated value of $970.90, and liquidity is expected to be limited to dealer markets. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC is offering principal-at-risk Step-Down Jump Securities with an auto-callable feature, fully guaranteed by Morgan Stanley, with an aggregate principal amount of $798,000 at $1,000 per security. The notes are linked to the worst performer of the iShares Russell 2000 ETF and the S&P 500 Index and pay no interest.

The securities may be automatically redeemed starting July 26, 2027 if each underlier meets its call threshold, for early redemption payments of $1,106.50 or $1,213.00 per security, corresponding to an annualized return of approximately 10.65%. If not called and at maturity both underliers are at or above their upside thresholds (90% of initial levels), investors receive $1,319.50 per security; if both stay above their downside thresholds (70% of initial levels), only principal is returned.

If at maturity either underlier finishes below its downside threshold, the payoff is $1,000 × the performance factor of the worst underlier, exposing investors to 1% loss of principal for each 1% decline and potentially total loss. The estimated value on the pricing date is $968.30 per security, below issue price, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering $1,339,000 of Contingent Income Memory Auto-Callable Securities due July 20, 2028, linked to the common stock of Oracle Corporation and fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk securities have a stated principal amount of $1,000 per security and an issue price of $1,000 per security.

The notes pay a contingent coupon at 18.50% per annum, but only when the Oracle closing price on an observation date is at or above the coupon barrier level of $75.846, with unpaid coupons potentially paid later if the barrier is subsequently met. The securities are automatically redeemed if, on any redemption determination date starting January 19, 2027, the underlier is at or above the call threshold level of $126.41, returning principal plus the applicable coupons.

If the notes are not called and the final Oracle level on July 17, 2028 is at or above the downside threshold level of $75.846, investors receive full principal plus any due contingent coupons. If the final level is below the downside threshold, repayment is reduced in proportion to the decline (final level divided by the initial level of $126.41), and the maturity payment can be significantly less than principal or zero. All payments depend on Morgan Stanley’s credit, and the estimated value on the pricing date is $929.50 per security, below the issue price, reflecting issuance, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities maturing August 4, 2027, based on the common stock of Microsoft Corporation. Each security has a $1,000 stated principal amount, with an aggregate principal of $7,775,000, and is fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a contingent coupon at 18.64% per annum, but only if Microsoft’s closing level on an observation date is at or above the coupon barrier level of $334.747 (85% of the initial level of $393.82). Missed coupons may be paid later if the barrier is met on a subsequent observation date. The notes are auto-callable if Microsoft’s stock is at or above the call threshold of $393.82 on specified redemption determination dates, in which case investors receive principal plus the applicable coupons and no further payments.

If not called, at maturity investors receive principal back only if the final level is at or above the buffer level of $334.747. Below that level, the payoff is reduced by 1.1765% of principal for each 1% decline beyond the 15% buffer, with no minimum payment at maturity, so the entire investment can be lost. The estimated value on the pricing date is $987.10 per security, reflecting issuance, selling, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC is offering Buffered PLUS notes, fully guaranteed by Morgan Stanley, that pay no interest and return a maturity amount based on a basket of ten equally weighted stocks, largely in semiconductors, defense and digital infrastructure.

Each security has a $1,000 stated principal amount and offers 110% leveraged upside on any positive basket performance, but the payout is capped at a maximum of $2,000 per security. If the basket’s final level is at or above the initial level, investors receive principal plus the leveraged upside (subject to the cap). If the final level is between the 85% buffer level and the initial level, only principal is returned.

If the basket falls below the buffer, investors lose 1% of principal for each 1% decline beyond the 15% buffer, but not below a minimum payment of 15% of principal. The estimated value on the pricing date is approximately $903.90 per $1,000 note, reflecting issuance and hedging costs. The notes carry full credit risk of Morgan Stanley, may have limited or no secondary market, and involve complex tax and underlier risks, including exposure to a recently listed Space Exploration Technologies Corp. stock.