Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering structured “Buffered Step-Down Jump Securities with Auto-Callable Feature” linked to the worst performer of the S&P 500® Index, Nasdaq-100® Technology Sector IndexSM and Russell 2000® Index, with a stated principal amount of $1,000 per security and an aggregate principal of $1,610,000. The notes do not pay interest and are fully and unconditionally guaranteed by Morgan Stanley.

The securities can be automatically redeemed quarterly from December 2026 onward if each index is at or above its call threshold, paying an early redemption amount that targets about 10.30% per annum, with scheduled call payments ranging from $1,103.00 to $1,300.42 per $1,000. If held to December 2028 and all final index levels are at or above their upside thresholds, investors receive $1,309.00; if they are between the buffer and upside thresholds, only principal is returned; below the 10% buffer, principal is reduced 1% for each 1% additional decline in the worst-performing index, subject to a minimum payment of 10% of principal.

The initial index levels are 6,721.43 for the S&P 500, 12,343.87 for the Nasdaq-100 Technology Sector Index and 2,492.295 for the Russell 2000. The estimated value on the pricing date is $956.70 per security, reflecting structuring and hedging costs and the issuer’s internal funding rate, and all payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk market-linked securities tied to the lowest performer among Dollar General, Altria and Philip Morris, maturing on January 5, 2029. Each security has a $1,000 face amount, with a current estimated value of about $911.90 due to built-in issuing, selling, structuring and hedging costs.

The notes may be automatically called on January 7, 2027 if every stock is at or above 105% of its starting price, paying at least $1,450 per security, after which no more payments are made. If not called, at maturity investors get 150% of the positive return of the lowest-performing stock, or up to a 45% positive return if that stock has declined but remains above 55% of its starting price. If any stock ends below its 55% threshold, repayment is reduced one-for-one with the loss on the worst stock, and investors can lose more than 45%, including their entire principal.

The securities pay no interest, do not provide dividends, are not listed, and all payments depend on Morgan Stanley’s credit. Agents, including Wells Fargo Securities, may receive up to $25.75 per security in commissions.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,500,000 of Digital S&P 500® Index-Linked Notes due March 3, 2033. The notes pay no interest and are principal-at-risk securities linked to the S&P 500® Index.

At maturity, for each $1,000 note, investors receive a fixed $1,598.50 (159.85% of face amount) if the index is at or above 85% of its initial level of 6,800.26. If the index has fallen more than 15%, the payoff equals $1,000 plus $1,000 times the index return, leading to losses greater than 15% and potentially a total loss of principal.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, not insured by any government agency, and will not be listed on any exchange. The original issue price is $1,000 per note, while the estimated value on the trade date is $917.60, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate.

Morgan Stanley Finance LLC is issuing $4,310,000 of Step Down Trigger Autocallable Notes linked to the least performing of the Russell 2000® Index, S&P 500® Index and EURO STOXX 50® Index, maturing on December 19, 2030 and fully and unconditionally guaranteed by Morgan Stanley. Each Security has a $10 issue price and offers a potential Call Return Rate of 9.50% per annum, paid only if all three indices are at or above their Initial Underlying Values on one of sixteen quarterly observation dates (beginning after one year), or at or above their Downside Thresholds on the Final Observation Date.

The Downside Thresholds are set at 75% of the Initial Underlying Values (RTY 1,889.478; SPX 5,100.20; SX5E 4,288.37). If the notes are not called and at least one index finishes below its Downside Threshold, repayment of principal is reduced 1‑for‑1 with the negative return of the Least Performing Underlying, and investors can lose their entire investment. The Securities pay no interest, do not participate in index appreciation, and will not be listed on any exchange. The estimated value on the trade date is $9.562 per Security, below the $10 issue price, reflecting distribution, structuring and hedging costs. All payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Callable Contingent Income Securities linked to NVIDIA common stock, with a stated principal amount of $1,000 per security and an aggregate principal of $510,000, maturing on December 21, 2027.

Investors may receive a contingent coupon at an annual rate of 17.90%, but only if NVIDIA’s closing price on each observation date stays at or above the coupon barrier of $106.632, which is 60% of the initial level of $177.72. The notes can be called in whole on specified redemption dates if a risk-neutral valuation model indicates it is economically rational for the issuer, ending all future payments.

If not redeemed and the final NVIDIA level is at or above the downside threshold of $106.632, investors receive their principal back plus any final contingent coupon. If the final level is below this threshold, repayment is reduced in full proportion to the decline and can fall to zero. The estimated value on the pricing date is $986.70 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is issuing Trigger PLUS structured notes linked to the EURO STOXX 50® Index, fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount, with a total offering of $9,275,000, matures on December 19, 2030, pays no interest and does not guarantee return of principal.

At maturity, if the index finishes above the initial level of 5,717.83, investors receive $1,000 plus 300% of the index gain, capped at a maximum payment of $1,774.60 per security. If the final level is at or below the initial level but at or above the downside threshold of 4,288.373 (75% of the initial level), investors receive only $1,000. If the index closes below the downside threshold, repayment is reduced 1% for each 1% decline, and the payout can fall to zero.

The securities are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange and may have limited liquidity. The estimated value on the pricing date is $963.80 per security, below the $1,000 issue price due to internal funding and issuance, selling, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC is offering $1,935,000 of Trigger Performance Leveraged Upside Securities, or Trigger PLUS, linked to the S&P 500® Futures Excess Return Index, maturing on December 19, 2030. Each unsecured note has a $1,000 denomination and is fully and unconditionally guaranteed by Morgan Stanley but pays no interest and does not guarantee return of principal.

At maturity, if the index finishes above the initial level of 554.39, investors receive $1,000 plus 182.50% of the index gain. If the final level is between 70% and 100% of the initial level (at or above the 388.073 downside threshold), investors receive only the $1,000 principal. Below the downside threshold, repayment falls 1% for each 1% index decline and can drop to zero. The notes are not listed on an exchange, the estimated value on the pricing date is $941.40 per note, and returns depend on both index performance and Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering contingent income auto-callable securities due December 29, 2028, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and pays a contingent coupon at an annual rate of 7.85%, but only if on each observation date the Nasdaq-100 Index®, S&P 500® Index and Russell 2000® Index are all at or above their coupon barrier levels, set at 70% of initial levels.

The notes can be automatically redeemed starting June 23, 2026 if all three indices are at or above 100% of their initial levels, returning principal plus the applicable coupon. If not called and at maturity any index finishes below its 70% downside threshold, investors lose 1% of principal for each 1% decline of the worst-performing index and could lose their entire investment. The estimated value on the pricing date is approximately $968.90 per security, the notes are unsecured, subject to Morgan Stanley’s credit risk and will not be listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $1,617,000 of Buffered Digital MSCI EAFE® Index-Linked Notes due November 19, 2027. These unsecured, principal-at-risk securities pay no interest and are tied to the MSCI EAFE® Index from the December 16, 2025 trade date to the November 17, 2027 determination date.

For each $1,000 note, if the index finishes at or above 87.50% of its initial level, investors receive a fixed $1,151.20 (115.12% of face value). If the index falls more than 12.50%, repayment drops according to a formula using a buffer rate of approximately 114.29%, and investors can lose up to their entire investment. The initial index level is 2,854.21, and the issuer’s estimated value on the trade date is $996.00 per note. The notes will not be listed and secondary liquidity may be limited.