Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is issuing $439,000 of Enhanced Buffered Jump Securities due January 15, 2027, linked to the worst performing of Meta Platforms, Microsoft and Apple common stocks. Each $1,000 principal-at-risk note pays no interest and at maturity returns $1,000 plus a fixed $147.50 upside payment (14.75%) if the final level of every underlier is at or above 80% of its initial level.

If any underlier finishes below its 80% buffer level, the payout is reduced in line with the decline of the worst performer beyond the 20% buffer, with a minimum repayment of 20% of principal. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, with an estimated value of $958.80 per $1,000 on the pricing date reflecting issuance and hedging costs and an internal funding rate. They will not be listed on an exchange, may have limited secondary liquidity, and carry market, credit, structural and tax risks described in the risk and tax sections.

Morgan Stanley Finance LLC is offering Trigger Autocallable GEARS, unsecured notes linked to the EURO STOXX 50® Index, fully and unconditionally guaranteed by Morgan Stanley. Each Security has a $10 issue price, with an estimated value on the trade date of about $9.576, and a 5-year term to December 31, 2030, unless called early.

The notes may be automatically called on January 4, 2027 if the index closes at or above the Autocall Barrier set at 100% of the Initial Level, paying $11.60 per $10 Security based on a 16.00% per annum Call Return Rate. If not called and the index is above the Initial Level at maturity, investors receive $10 plus the index return multiplied by an Upside Gearing between 1.30 and 1.50. If the index is flat or down but at or above the 75% Downside Threshold, principal is repaid.

If the Final Level falls below the Downside Threshold and the notes are not called, repayment is reduced one-for-one with the negative index return, up to a total loss of principal. The notes pay no interest or dividends, are not listed on any exchange, and all payments depend on Morgan Stanley’s credit. The discussion also highlights significant market, liquidity, valuation and U.S. tax risks associated with this complex product.

Morgan Stanley Finance LLC is offering long-dated Trigger GEARS, unsecured notes linked to the EURO STOXX 50® Index, guaranteed by Morgan Stanley. Each Security has a $10 issue price and a term of about 10 years, from a trade date expected on December 29, 2025 to maturity on December 31, 2035.

At maturity, if the index return is positive, investors receive $10 plus the index gain multiplied by an Upside Gearing between 1.80 and 1.9325. If the return is zero or negative but the final index level is at least 65% of the initial level, investors receive their $10 principal. If the final level falls below that downside threshold, repayment is reduced in full proportion to the negative index return, and investors can lose all principal.

The notes pay no interest, do not pass through dividends, and are subject to Morgan Stanley’s credit risk. The estimated value on the trade date is approximately $8.785 per Security, reflecting issuer costs and an internal funding rate less favorable than secondary credit spreads. The notes will not be listed, and secondary trading, if any, may be limited with prices below the issue price.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk structured notes that pay no interest and whose return depends on a weighted basket of five equity indices: EURO STOXX 50® (38%), TOPIX (26%), FTSE® 100 (17%), Swiss Market Index® (11%) and S&P®/ASX 200 (8%). Each note has a $1,000 face amount and a term expected to run about 26 to 29 months.

At maturity, investors receive $1,000 plus 250% of any positive basket return, but payments are capped at a maximum settlement amount expected to be between $1,256.25 and $1,301.25 per $1,000 note. If the basket falls by up to 17.5%, investors receive back the $1,000 face amount; below this 82.5% buffer level, principal is reduced using a buffer rate of about 121.21%, so losses can reach 100%. The notes are unsecured obligations of MSFL, subject to Morgan Stanley credit risk, will not be listed on any exchange, and have an estimated value on the trade date of about $994.90 per note, reflecting issuance, structuring and hedging costs and an internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Leveraged Buffered S&P 500 Index-Linked Notes that pay no interest and base repayment on the S&P 500 Index performance from the trade date to a determination date expected between 26 and 29 months later.

For each $1,000 face amount, investors receive 160% of any positive index return, subject to a maximum settlement amount expected to be between $1,229.92 and $1,270.40. If the index falls by up to 12.5%, principal is returned; below this buffer, losses accelerate using a buffer rate of approximately 114.29%, and investors can lose their entire investment.

The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, are not insured by the FDIC, and will not be listed on any exchange. The estimated value on the trade date is approximately $995.90 per $1,000 note, reflecting issuance, structuring and hedging costs and an internal funding rate that is advantageous to the issuer.

Morgan Stanley Finance LLC is offering principal-at-risk Callable Contingent Income Buffered Securities due September 22, 2028, linked to the worst performer of the Dow Jones Industrial Average and the Technology Select Sector SPDR Fund. Each $1,000 note targets a 6.25% annual contingent coupon, paid only if on each observation date both underliers are at or above 80% of their initial levels; otherwise no coupon is paid for that period.

If the notes are not called and on the final observation date both underliers are at or above 75% of their initial levels, investors receive the full principal back, plus any final contingent coupon. If either underlier finishes below its 75% buffer level, principal is reduced 1% for every 1% decline of the worst performer beyond the 25% buffer, with a minimum payment of 25% of principal. The notes can be redeemed early, in whole but not in part, on scheduled redemption dates if a risk-neutral valuation model indicates it is economically rational for the issuer. The estimated value on the pricing date is approximately $966.30 per $1,000 note, and the securities are unsecured obligations subject to Morgan Stanley’s credit risk with no stock exchange listing and uncertain tax treatment.

Morgan Stanley Finance LLC is offering principal-at-risk "Jump Securities" with an auto-call feature linked to the worst performer of the Dow Jones Industrial Average, S&P 500 Index and Russell 2000 Index, fully and unconditionally guaranteed by Morgan Stanley.

Each $1,000 note can be automatically redeemed on scheduled dates starting in December 2026 if all three indexes are at or above their call thresholds, paying fixed early redemption amounts that correspond to an annual return of about 10.10%. If the notes are held to the December 21, 2028 maturity and all indexes finish at or above their call thresholds, investors receive $1,303 per note; if any index finishes below its downside threshold, repayment is reduced 1% for each 1% decline in the worst-performing index, and the payment can fall to zero. The estimated value on the pricing date is approximately $958.90 per $1,000 note, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities due April 7, 2027, linked to the worst performer among the Russell 2000, S&P 500 and Nasdaq‑100. The notes pay no interest and are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, so repayment depends on Morgan Stanley’s credit.

At maturity, if the final level of each index is at or above 90% of its initial level, investors receive $1,000 principal plus a fixed upside payment of $169 per $1,000 note, a 16.90% gain, regardless of how much the indices rose. If any index finishes below 90% of its initial level, investors lose 1% of principal for each 1% decline of the worst index beyond the 10% buffer, with a minimum repayment of 10% of principal.

The preliminary estimated value on the pricing date is approximately $988.50 per $1,000 note, reflecting issuing, selling, structuring and hedging costs and an internal funding rate that is likely lower than Morgan Stanley’s secondary market credit spreads. The notes will not be listed on an exchange, secondary liquidity may be limited, and their value can be affected by index volatility, interest rates, correlation between indices and changes in Morgan Stanley’s credit spreads.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering market-linked notes tied to the EURO STOXX 50^® Index, maturing on December 16, 2030. The notes have a stated principal amount of $1,000 per note and an aggregate principal amount of $712,000.

The notes pay no interest. At maturity, investors receive $1,000 per note plus an upside payment if the index’s final level is above the initial level of 5,753.96, with a 104.75% participation in any positive index return. If the final level is at or below the initial level, investors receive only the $1,000 principal, so any return depends entirely on index appreciation.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, and are subject to their credit risk. They will not be listed on any exchange, and secondary trading may be limited. The issue price is $1,000 per note, while the estimated value on the pricing date is $950.80, reflecting issuing, selling, structuring and hedging costs and the issuer’s internal funding rate.