Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $420,000 of principal-at-risk Buffered Jump Securities with an auto-call feature linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a $1,000 stated principal amount and a five-year term maturing on December 17, 2030, with no periodic interest payments.

The notes may be automatically redeemed as early as December 2026 if the index closes at or above a 90% call threshold, paying scheduled early redemption amounts that target roughly 14.00% per annum. If held to maturity and not called, investors receive $1,700 per security if the final index level is at or above the call threshold, $1,000 if it is between the 80% buffer level and the threshold, and a loss of 1% of principal for each 1% decline beyond the 20% buffer, subject to a minimum payment of 20% of principal.

The securities are unsecured obligations with an estimated value on the pricing date of $923.80 per $1,000, reflecting embedded structuring and hedging costs and an internal funding rate advantageous to the issuer. They will not be listed on any exchange, secondary liquidity may be limited, and returns depend on the performance of a complex, leveraged, volatility-targeting index with a 4% per annum decrement and very limited live history.

Morgan Stanley Finance LLC is issuing Trigger PLUS structured notes linked to the iShares MSCI EAFE ETF, fully and unconditionally guaranteed by Morgan Stanley. The notes are issued at $1,000 per security, with an aggregate principal amount of $460,000, and mature on December 15, 2028.

The notes pay no interest and do not guarantee return of principal. If the ETF finishes above the initial level of $96.50, investors receive principal plus 129% of the ETF’s gain. If the final level is between 80% and 100% of the initial level, investors receive only principal. Below the $77.20 downside threshold, repayment is reduced 1% for each 1% decline, and losses can reach 100% of the investment.

The securities are unsecured and subject to Morgan Stanley’s credit risk, will not be listed on an exchange, and may have limited liquidity. The estimated value on the pricing date is $960.30 per security, below the issue price, reflecting structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $1,321,000 of Contingent Income Auto-Callable Securities due December 15, 2028 linked to the common stock of Danaher Corporation. Each security has a $1,000 principal amount and offers a contingent quarterly coupon at an annual rate of 10.75% (about $26.875 per quarter) only if Danaher’s stock on the relevant determination date is at or above the downside threshold price of $181.064, which is 80% of the $226.33 initial share price.

If on any of the first eleven determination dates Danaher’s stock is at or above the initial share price, the notes are automatically redeemed for the stated principal plus that period’s coupon, ending further payments. If the notes are not redeemed early and the final share price is at or above the downside threshold, investors receive principal plus the final coupon at maturity. If the final share price is below the downside threshold, repayment of principal is reduced one-for-one with the stock’s decline, and the maturity payment can be significantly less than principal or zero.

The notes are principal-at-risk, unsecured obligations, not listed on any exchange, and investors do not participate in any stock price appreciation or receive Danaher dividends. The original issue price of $1,000 per security exceeds the issuer’s estimated value of $965.40 on the pricing date, reflecting embedded costs and an internal funding rate that is favorable to the issuer.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering callable contingent income securities due December 28, 2028, linked to the worst performer of the S&P 500 Index, Nasdaq-100 Technology Sector Index and Russell 2000 Index. Each $1,000 security can pay a contingent coupon at an annual rate of 8.90%, but only if on each observation date all three indices are at or above their coupon barrier levels, set at 70% of their initial levels.

Beginning June 25, 2026, the notes may be redeemed early at par plus any due coupon if a risk neutral valuation model indicates that redemption is economically rational for the issuer. At maturity, if not redeemed and each index is at or above its downside threshold (also 70% of its initial level), investors receive $1,000 plus any final coupon. If any index finishes below its threshold, repayment is reduced 1% for every 1% decline in the worst-performing index, potentially to zero. The estimated value on the pricing date is approximately $960.20 per security, reflecting issuance, structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities due December 24, 2030 linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. The notes are unsecured and pay a 9.30% per annum contingent coupon only if, on each observation date, the index is at or above 60% of its initial level; otherwise no coupon is paid for that period.

Starting June 22, 2026, the notes are automatically redeemed if the index closes at or above 90% of its initial level on a redemption determination date, returning principal plus the applicable coupon, with no further payments. If the notes are not called and, on the final observation date, the index is at or above 60% of its initial level, investors receive full principal back; if it is below 60%, repayment is reduced 1% for every 1% index decline and can fall to zero.

The estimated value on the pricing date is approximately $909.90 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and an internal funding rate. The notes will not be listed on any exchange, are subject to Morgan Stanley’s credit risk, and reference a relatively new, leveraged, volatility-targeted index with a 4.0% per annum decrement.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. Each security has a $1,000 stated principal amount and issue price, with an estimated value on the pricing date of about $924.30 per security.

The notes pay a contingent coupon at 14.85% per year, but only when the index is at or above a barrier set at 75% of the initial level on scheduled observation dates; missed coupons can be “remembered” and paid later if the barrier is met. The securities are automatically callable starting in late 2026 if the index is at or above its initial level.

If not called, at maturity in December 2030 investors receive full principal only if the index is at or above a downside threshold of 60% of the initial level; otherwise repayment is reduced one-for-one with the index decline and can fall to zero. The notes are unsecured, not listed, subject to Morgan Stanley’s credit risk, and reference a relatively new, leveraged, 4% decrement index with limited live history and complex tax treatment.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering contingent income auto-callable securities due January 3, 2028 linked to the common stock of NVIDIA Corporation. These notes do not guarantee the return of principal and pay no regular interest.

Investors may receive a contingent coupon at 9.50% per annum, but only for periods when NVIDIA’s closing level on the relevant observation date is at or above a coupon barrier set at 50% of the initial level. The notes may be automatically redeemed on scheduled redemption dates if NVIDIA’s closing level is at or above a call threshold equal to 100% of the initial level, paying back principal plus the applicable coupon and ending all future payments.

If the notes are not called and NVIDIA’s final level on December 29, 2027 is at or above the 50% downside threshold, investors receive principal back (plus any final coupon if conditions are met. If the final level is below that threshold, repayment is reduced 1% for every 1% decline in the stock and can fall to zero. The estimated value on the pricing date is approximately $965.10 per $1,000 note, reflecting structuring and hedging costs and the issuer’s internal funding rate. The notes are unsecured, subject to Morgan Stanley’s credit risk, and will not be listed on any exchange.

Morgan Stanley Finance LLC is offering principal-at-risk contingent income auto-callable securities due June 25, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of three ETFs: the SPDR® S&P® Biotech ETF (XBI), the Energy Select Sector SPDR® Fund (XLE) and the Technology Select Sector SPDR® Fund (XLK).

Investors may receive a 10.50% per annum contingent coupon, paid only if on each observation date the closing level of every ETF is at or above its coupon barrier level, set at 70% of its initial level. The securities can be automatically redeemed on quarterly redemption determination dates starting June 22, 2026 if all ETFs are at or above their call thresholds (100% of initial levels), returning principal plus the applicable coupon.

If the notes are not called, and on the final observation date each ETF is at or above its downside threshold (60% of initial level), investors receive full principal back plus any final coupon. If any ETF finishes below its downside threshold, repayment is reduced in proportion to the decline of the worst performer, and the maturity payment can be zero. The estimated value on the pricing date is approximately $977.50 per $1,000 security, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes tied to the Class A common stock of Robinhood Markets, Inc. The securities can pay a contingent coupon at an annual rate of 17.00%, but only on dates when Robinhood’s share price is at or above a preset coupon barrier; missed coupons may be paid later if the stock recovers above that barrier.

The notes are “memory” auto-callable: if on any scheduled redemption determination date the stock closes at or above a call threshold, the notes are automatically redeemed early for the principal plus the current and any previously unpaid contingent coupons, and no further payments are made. If the notes are not called and, at maturity in December 2030, Robinhood’s stock is at or above a downside threshold, investors receive back principal plus any due coupons. If the stock is below that downside threshold, repayment is reduced in line with the stock’s decline and can fall to zero, so investors may lose their entire investment. The estimated value on the pricing date is approximately $939 per $1,000 note, reflecting issuer costs and internal funding assumptions, and all payments depend on Morgan Stanley’s credit.