MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC is offering Structured Investments Buffered PLUS notes due July 11, 2031, linked to the S&P 500® Futures Excess Return Index and fully and unconditionally guaranteed by Morgan Stanley. The notes have a stated principal amount of $1,000 per security and an aggregate principal amount of $3,341,000, with an issue price of $1,000 per security.

At maturity, investors receive leveraged upside if the final index level is above the initial level of 599.18, with a 179% leverage factor on positive index performance. Principal is fully returned if the final level is between the initial level and the buffer level of 479.344, which is 80% of the initial level. Below the buffer level, investors lose 1% of principal for each 1% decline beyond the 20% buffer, subject to a minimum payment at maturity of 20% of principal.

The securities pay no interest and expose investors to the credit risk of Morgan Stanley and MSFL, potential loss of principal, market volatility in the S&P 500® Futures Excess Return Index and limited liquidity. The estimated value on the pricing date is $944.80 per security, reflecting issuance, selling, structuring and hedging costs borne by investors.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing principal-at-risk “Jump Securities” due July 20, 2029 linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the State Street Technology Select Sector SPDR ETF. Each security has a $1,000 stated principal amount and issue price, while the estimated value on the pricing date is approximately $962.80 per security, reflecting embedded costs.

The notes offer an automatic early redemption on July 23, 2027 for $1,254 per security if, on July 20, 2027, each underlier’s closing level is at or above its call threshold, set at 100% of its initial level. If not redeemed and, at maturity, each underlier finishes above its initial level, investors receive $1,000 plus an upside payment equal to 175% of the gain of the worst performing underlier. If any underlier finishes at or below its initial level but all remain at or above 60% of their initial levels, only principal is returned.

If, at maturity, any underlier closes below its 60% downside threshold level, repayment is reduced dollar-for-dollar with the percentage decline of the worst performer, potentially to zero. The securities pay no interest, are unsecured obligations subject to Morgan Stanley’s credit risk, may be illiquid, and carry complex U.S. federal income tax treatment, including potential application of the constructive ownership and Section 871(m) regimes.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering market-linked, principal-at-risk securities maturing on July 20, 2027, linked to the lowest performing of NVIDIA and Microsoft common stock. The aggregate face amount is $500,000, with a price to the public of $1,000 per security and an estimated value on the pricing date of $984.00 per security.

At maturity, if the ending price of the lowest performing stock is at least its threshold price (60% of its starting price), investors receive $1,000 plus a contingent fixed return of 15.65%, or $156.50 per security. If the lowest performing stock finishes below its threshold, investors are fully exposed to its negative return and can lose more than 40%, up to their entire principal. The notes pay no interest or dividends, have limited upside to the contingent fixed return, carry Morgan Stanley credit risk, and may have little or no secondary market liquidity.

Morgan Stanley Finance LLC is offering principal-at-risk Enhanced Trigger Jump Securities linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal, pays no interest and matures on January 21, 2028, with a single observation on January 18, 2028. If the final level of each index is at or above 70% of its initial level, investors receive $1,000 plus a fixed upside payment of $165 per security, a 16.50% return, regardless of how much the indices rose. If any index finishes below its downside threshold level, repayment is reduced 1% for each 1% decline of the worst-performing index, with no minimum payment; the entire principal can be lost. The indicative estimated value on the pricing date is approximately $983.10 per security, reflecting issuing, selling, structuring and hedging costs and Morgan Stanley’s funding rate. The notes are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering principal-at-risk contingent income auto-callable securities due January 27, 2028, linked to the worst performer of the Russell 2000 Index and the State Street Technology Select Sector SPDR ETF, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000. Investors may receive a contingent coupon at an annual rate of 10.15% on scheduled coupon payment dates, but only if on the related observation date the closing level of each underlier is at or above its coupon barrier level, set at 75% of its initial level.

The notes are subject to automatic early redemption on quarterly redemption determination dates starting October 22, 2026 if each underlier is at or above its call threshold level, 95% of its initial level; in that case, investors receive $1,000 plus the applicable contingent coupon and no further payments. If the notes are not redeemed early and on the final observation date each underlier is at or above its downside threshold level, 70% of its initial level, investors receive $1,000 plus any final contingent coupon. If either underlier finishes below its downside threshold, repayment of principal is reduced 1% for every 1% decline of the worst performer, and the maturity payment can be significantly less than $1,000, down to zero.

The estimated value on the pricing date is approximately $967.30 per security, reflecting issuance, selling, structuring and hedging costs and Morgan Stanley’s funding rate. All payments are subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley, and the securities are unsecured, not bank deposits, and not insured by the FDIC or any governmental agency.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Callable Contingent Income Securities due January 21, 2028 linked to the common stock of Micron Technology, Inc. Each security has a stated principal amount and issue price of $1,000.

The securities pay a contingent coupon at an annual rate of 46.50%, but only if Micron’s closing level on an observation date is at or above a coupon barrier set at 60% of the initial level. If the barrier is breached on an observation date, no coupon is paid for that period, and investors could receive few or no coupons over the term.

Beginning January 22, 2027, the issuer may redeem the notes on specified redemption dates for principal plus any due coupon, but only if a risk neutral valuation model indicates redemption is economically rational for the issuer. If not redeemed and Micron’s final level is at or above a downside threshold at 50% of the initial level, investors receive principal back (plus any final coupon). If the final level is below this threshold, repayment is reduced in proportion to Micron’s decline, potentially to zero.

The estimated value on the pricing date is approximately $977.20 per security, below the issue price due to issuance, selling, structuring and hedging costs borne by investors. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC is offering contingent income auto-callable securities due January 19, 2029, linked to the common stock of Broadcom Inc., fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $965.60, reflecting issuance, selling, structuring and hedging costs and dealer compensation.

Investors may receive a contingent coupon at an annual rate of 15.00%, payable only if Broadcom’s closing level on each observation date is at or above the coupon barrier level, set at 50% of the initial level. The notes are automatically redeemed at par plus the applicable coupon if, on any redemption determination date starting January 19, 2027, Broadcom’s closing level is at or above the call threshold level, equal to 100% of the initial level.

If the notes are not called and the final level on January 16, 2029 is at or above the downside threshold level (also 50% of the initial level), investors receive principal back plus any final contingent coupon. If the final level is below the downside threshold, repayment is reduced 1% for every 1% decline in the stock from the initial level, with no minimum, so the maturity payment can be zero. The securities are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering Jump Securities with an auto-call feature maturing on July 19, 2029, linked to the worst performing of the Dow Jones Industrial Average, the iShares MSCI EAFE ETF and the Nasdaq-100 Index. Each security has a $1,000 stated principal amount and issue price of $1,000, is unsecured, and is fully and unconditionally guaranteed by Morgan Stanley, with principal at risk.

The notes may be automatically redeemed quarterly starting on January 19, 2027 if each underlier is at or above its call threshold level (100% of its initial level). Early redemption pays $1,055 to $1,320.833 per $1,000 depending on the determination date, corresponding to a return of approximately 11.00% per annum. If held to maturity and each underlier is at or above its call threshold, investors receive $1,330 per $1,000. If any underlier is below its call threshold but all are at or above 70% of their initial levels (the downside threshold levels), investors receive only principal. If any underlier finishes below its downside threshold, repayment is reduced 1% for each 1% decline of the worst performer, and can fall to zero. The estimated value on the pricing date is approximately $957.70 per security, reflecting structuring and hedging costs. All payments are subject to Morgan Stanley’s credit risk, and secondary market liquidity may be limited.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Buffered Jump Securities with an auto-call feature maturing on July 29, 2031. Each note has a $1,000 stated principal amount and is linked to the worst performer of IBM, NVIDIA and Qualcomm common stock. The notes pay no interest.

The securities may be automatically redeemed quarterly from August 2, 2027 onward if each stock closes at or above its call threshold (92% of its initial level), for fixed early redemption payments that start at $1,300 per note and step up to $2,425. If held to maturity and each final level is at or above its call threshold, holders receive $2,500 per note. If any final level is below its call threshold but all are at or above the 70% buffer level, only principal is repaid.

If any final level is below its 70% buffer, repayment is reduced 1% for each 1% decline of the worst performer beyond the 30% buffer, subject to a minimum payment of 30% of principal. The estimated value on the pricing date is about $925.60 per note, and all payments depend on Morgan Stanley’s credit.