MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing structured “Buffered Jump Securities with Auto-Callable Feature” maturing on July 29, 2031, linked to the worst performer of the Dow Jones Industrial Average, the Russell 2000 Index and the iShares MSCI EAFE ETF. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $949.50 due to issuance, selling, structuring and hedging costs.

The notes pay no interest and may be automatically redeemed starting August 2, 2027 if each underlier is at or above its call threshold, for fixed early redemption payments corresponding to about 11.25% per annum (from $1,112.50 up to $1,450.00 per $1,000). If not called, at maturity investors receive upside participation of 100% of the worst-performing underlier if all are above initial levels, return of principal if all remain at or above a 15% buffer, or a loss of 1% of principal for each 1% decline of the worst underlier beyond that buffer, subject to a minimum payment of 15% of principal. All payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature linked to the Nasdaq-100 Index® at a $1,000 stated principal amount per security, fully and unconditionally guaranteed by Morgan Stanley. The notes may be automatically redeemed on August 4, 2027 for an early redemption payment of $1,143.70 per security if the index on the first determination date is at or above the call threshold.

If not called, at maturity on July 27, 2028 investors receive principal plus a 125% participation in index gains if the final level exceeds the initial level, full principal back if the final level is between 90% and 100% of the initial level, and 1% loss of principal for each 1% decline beyond the 10% buffer, subject to a minimum payment of 10% of principal. The estimated value on the pricing date is approximately $977.50 per security versus the $1,000 issue price, reflecting embedded costs and structuring. Investors bear principal-at-risk, issuer and guarantor credit risk, limited liquidity, and complex U.S. tax treatment.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Jump Securities with an auto-call feature maturing on July 19, 2029. Each security has a stated principal amount of $1,000 and is linked to the worst performer among the iShares MSCI EAFE ETF, the Nasdaq-100 Index and the S&P 500 Index.

The notes may be automatically redeemed on scheduled determination dates starting January 19, 2027 if all underliers are at or above their 100% call threshold levels, paying early redemption amounts that target approximately 10.80% per annum, such as $1,054 on the first determination date and up to $1,315 near maturity. If held to maturity and all underliers are at or above their call thresholds, investors receive $1,324 per security. If any underlier is below its call threshold but all are at or above a 70% downside threshold, only principal is returned. If any underlier finishes below its downside threshold, the maturity payment is reduced 1% for each 1% decline of the worst underlier, and could be zero. The estimated value on the pricing date is approximately $955.60 per $1,000, reflecting issuing, selling, structuring and hedging costs and the issuer’s funding spread.

Morgan Stanley Finance LLC is offering Trigger PLUS structured notes due July 21, 2031, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performer of the EURO STOXX 50® Index and the iShares® MSCI Emerging Markets ETF. Each note has a stated principal amount and issue price of $1,000 and pays no interest.

At maturity, if the final level of each underlier exceeds its initial level, investors receive $1,000 plus a leveraged upside payment equal to 263% of the percentage gain of the worst performing underlier. If at least one underlier is at or below its initial level but both remain at or above 80% of their initial levels, investors receive only principal back. If either underlier falls below its downside threshold level, repayment is reduced 1% for every 1% decline in the worst performing underlier, with no minimum; the maturity payment can be zero.

The estimated value on the pricing date is approximately $943.10 per note, reflecting embedded costs and issuer economics. The notes expose investors to equity, emerging markets, currency, credit and liquidity risk, and their market value before maturity will depend on Morgan Stanley’s credit spreads and the performance and volatility of both underliers.

Morgan Stanley Finance LLC is offering principal-at-risk Trigger Jump Securities due August 7, 2031, each with a $1,000 stated principal amount, linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index. If the final level of each index is at or above its initial level, holders receive $1,000 plus the greater of the index percentage gain of the worst performer or a fixed $575 upside payment per security. If any index finishes below its initial level but all stay at or above 75% of their initial levels, investors receive only the $1,000 principal. If any index ends below its 75% downside threshold, the payout is $1,000 multiplied by that index’s performance factor, producing a 1% loss of principal for each 1% decline and potentially zero. The securities pay no interest, have no minimum payment at maturity and are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, with an estimated value on the pricing date of approximately $948.80 per security.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes linked to the worst performer of the iShares Expanded Tech-Software ETF, iShares MSCI Emerging Markets ETF and the Russell 2000 Index. Each security has a $1,000 stated principal amount, with an estimated value on the pricing date of approximately $956.00 per security.

Investors may receive a contingent coupon at an annual rate of 10.25%, but only if on each observation date all three underliers are at or above their coupon barrier levels, set at 70% of initial levels. The notes are automatically callable quarterly starting on January 19, 2027 if all underliers are at or above 100% of their initial levels, returning principal plus the applicable coupon.

If not called, the notes mature on January 19, 2029. Principal is protected only by a 20% buffer: if any underlier’s final level is below 80% of its initial level, repayment is reduced 1% for each 1% decline of the worst performer beyond that buffer, subject to a minimum payment of 20% of principal. All payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Buffered Jump Securities with Auto-Callable Feature linked to the worst performance of the Nasdaq-100 Index and the S&P 500 Index, each in $1,000 denominations. The notes may be automatically redeemed on August 6, 2027 if on the first determination date each index is at or above 100% of its initial level, in which case investors receive an early redemption payment of $1,150 per security and no further payments.

If not redeemed early and the final level of each index exceeds its initial level, investors receive $1,000 plus an upside payment equal to 164% of the percentage gain of the worst performing index. If at least one index ends at or below its initial level but both remain at or above 90% of initial (a 10% buffer), investors receive only the $1,000 principal. If either index finishes below its 90% buffer level, repayment is reduced dollar-for-dollar with the worst index’s loss beyond the 10% buffer, subject to a minimum payment at maturity of 10% of principal. An internal model-based estimated value on the pricing date is approximately $983.30 per security. All amounts are unsecured obligations subject to Morgan Stanley’s and MSFL’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Auto-Callable Securities linked to Apple Inc. common stock, with a stated principal amount of $1,000 per security. Investors may receive a contingent coupon at an annual rate of 7.50%, but only when Apple’s closing level on an observation date is at or above a coupon barrier set at 70% of the initial level; missed coupons can be paid later if the barrier is met on a subsequent observation date.

The notes can be automatically redeemed starting on January 20, 2027 if Apple’s closing level on a redemption determination date is at or above 100% of the initial level, in which case investors receive principal plus the applicable contingent coupon and any unpaid coupons, and the notes terminate. If held to the July 25, 2029 maturity and not called, investors receive full principal only if the final level is at or above a downside threshold set at 70% of the initial level; otherwise the payoff is $1,000 multiplied by the performance factor (final level divided by initial level), exposing investors to a loss of 1% of principal for each 1% decline in Apple’s level, potentially down to zero.

The estimated value on the pricing date is approximately $964.50 per $1,000 security, reflecting issuing, selling, structuring and hedging costs. Payments are subject to the credit risk of Morgan Stanley and MSFL, secondary market liquidity is not assured, and the U.S. federal income tax treatment is uncertain, with non-U.S. holders generally facing 30% withholding on coupons absent an applicable reduction.

Morgan Stanley Finance LLC is offering principal-at-risk Callable Contingent Income Securities due July 29, 2030, fully and unconditionally guaranteed by Morgan Stanley and linked to the worst performer of the Global X Uranium ETF (URA), State Street® Energy Select Sector SPDR® ETF (XLE) and State Street® Financial Select Sector SPDR® ETF (XLF).

Investors may receive a 20.00% per annum contingent coupon, paid only when all three ETFs close at or above 70% of their initial levels on each observation date. If not called early under a risk neutral valuation model and any ETF finishes below 60% of its initial level at maturity, principal is reduced 1% for each 1% decline in the worst performer and can fall to zero. The original issue price is $1,000 per security and the estimated value on the pricing date is approximately $945.80, reflecting issuance, structuring and hedging costs.