Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Digital S&P 500 Index‑Linked Notes under its global medium‑term note program. The notes pay no interest and the cash payment at maturity depends on S&P 500 performance over an expected 13–15 month term.

If the index finish is at or above 90% of the initial level, investors receive a capped return equal to the Maximum Settlement Amount, expected to be $1,080.80–$1,094.80 per $1,000. If the index declines by more than 10%, repayment is reduced by the decline beyond the 10% threshold multiplied by the ~111.11% buffer rate, and investors can lose all principal. The preliminary estimated value is approximately $984.40 per note.

Per‑note economics show a $1,000 price to the public, a 1.09% sales commission ($10.90) and proceeds to the issuer of $989.10. The notes are unsecured obligations of MSFL, not listed on any exchange, and secondary market making by MS & Co. may be limited.

Morgan Stanley Finance LLC is offering Enhanced Trigger Jump Securities linked to the common stock of Tesla, Inc., fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, pays no interest, and is scheduled to mature on January 5, 2027, after a roughly 13‑month term from the December 3, 2025 original issue date.

At maturity, if Tesla’s final share price is at least 70% of the initial share price, investors receive $1,000 plus a fixed upside payment of $281.70, a 28.17% return. If the final share price is below 70% of the initial level, the payout is $1,000 multiplied by the share performance factor, exposing investors to the full downside of Tesla’s decline on a 1:1 basis and potentially resulting in a payment of less than $700 or even zero.

The securities are unsecured obligations of MSFL, subject to Morgan Stanley’s guarantee, and carry principal risk, market risk tied to Tesla stock, and credit risk of the issuer and guarantor. They will not be listed on an exchange, may have limited liquidity, and include issuance, structuring and hedging costs, leading to an estimated value on the pricing date of approximately $965.50 per $1,000 security.

Morgan Stanley Finance LLC is offering $7,406,000 of Buffered Jump Securities with an auto-call feature linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. Each security has a $1,000 principal amount, no periodic interest, and is fully and unconditionally guaranteed by Morgan Stanley, but principal is at risk.

The notes may be automatically redeemed starting November 16, 2026 if the index closes at or above the call threshold level of 1,203.22, paying a fixed early redemption amount that equates to roughly 16.50% per year, up to $1,811.25 per security if called on the last determination date. If held to maturity in November 2030 and the final index level is at or above the call threshold, investors receive $1,825 per security; if it is between the buffer level of 1,022.737 and the threshold, they receive only the $1,000 principal.

If the final index level falls below the buffer, the maturity payment is reduced 1% for each 1% decline beyond the 15% buffer, with a minimum payment of 15% of principal. The estimated value on the pricing date is $903.40 per security, below the issue price, and secondary market liquidity may be limited. All payments depend on Morgan Stanley’s creditworthiness and complex tax treatment and index risks apply.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount and total $3,436,000 in aggregate, with an issue price of $1,000 but an estimated value on the pricing date of $900.30 per security.

Investors may receive an annual 11.00% contingent coupon, but only when the index closes at or above the coupon barrier of 962.576. The notes can be auto‑called quarterly starting November 2026 if the index is at or above the call threshold of 1,203.22. If held to November 2030 and not redeemed early, investors receive full principal only if the final index level is at or above the buffer level of 1,022.737; otherwise they lose 1% of principal for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. The securities are unsecured, not listed on an exchange, and all payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC priced a Rule 424(b)(2) offering of Buffered PLUS linked to the iShares MSCI EAFE ETF, fully and unconditionally guaranteed by Morgan Stanley. The deal totals $1,002,000 in aggregate principal at an issue price of $1,000 per security, with an estimated value of $983.90 on the pricing date.

The notes pay no interest and mature on February 16, 2027 (observation date February 10, 2027). Upside is leveraged at 150% and capped at a maximum payment of $1,151.50 per security. Principal is protected down to a 10% buffer (buffer level $85.761 vs. initial level $95.29); below the buffer, losses match the underlier’s decline beyond 10%, subject to a minimum payment of 10% of principal.

MS&Co., an affiliate, acts as agent. Per-security economics show price to public $1,000, agent’s commissions and fees $6.50, and proceeds to issuer $993.50 (total proceeds $995,487). The notes will not be listed, and secondary liquidity may be limited. All payments are subject to the issuers’ credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $5,477,000 of Leveraged Buffered S&P 500 Index-Linked Notes due March 10, 2027. These principal-at-risk notes pay no interest and return depends on S&P 500 performance from the trade date to the determination date.

If the index rises, holders receive 150% of the gain up to a maximum settlement of $1,171.90 per $1,000. If the index is flat to down by up to 10%, repayment is $1,000. Below the 10% buffer, losses accelerate at approximately 1.1111 times the decline beyond the buffer, risking substantial principal. The initial index level is 6,832.43; the cap level is 111.46% of that initial level. The estimated value on the trade date is $996.30 per note. Price to public is $1,000 per note; agent commissions are $0, with total proceeds to the issuer of $5,477,000. The notes are unsecured, unlisted, and subject to the issuers’ credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing contingent income "memory" auto-callable securities linked to the Class A subordinate voting shares of Shopify Inc. Each security has a stated principal amount and issue price of $1,000, with an aggregate principal amount of $581,000.

The note pays a contingent coupon at 14.00% per year, but only if Shopify’s closing share price on an observation date is at or above the coupon barrier of $78.646, about 49.50% of the initial level of $158.88. Missed coupons can be paid later if the barrier is met, but investors may receive few or no coupons over the life of the notes.

The securities can be automatically redeemed on scheduled redemption dates if Shopify closes at or above the call threshold of $158.88. If not called and at maturity Shopify is at or above the same $78.646 downside threshold, investors receive principal back plus any due coupons. If the final level is below this threshold, the payoff is reduced 1% for every 1% decline in Shopify from the initial level, and the amount returned can fall to zero. The notes are principal at risk, unsecured, not listed on an exchange and subject to Morgan Stanley’s credit risk. The estimated value on the pricing date is $969.90 per $1,000 security.

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with an auto-call feature due May 19, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performer of three ETFs: the iShares Russell 2000 ETF, VanEck Semiconductor ETF and Energy Select Sector SPDR Fund.

The securities do not pay interest and do not guarantee return of principal. They can be automatically redeemed on scheduled determination dates starting February 17, 2026 if each ETF is at or above its call threshold level, providing fixed early redemption payments designed to correspond to a return of approximately 12.45% per annum. If held to maturity and not called, investors receive $1,186.75 per $1,000 security if all underliers finish at or above their call thresholds, only $1,000 if all stay above their downside thresholds, and a loss of 1% of principal for each 1% decline in the worst ETF below its downside threshold, potentially down to zero.

The estimated value on the pricing date is approximately $966.70 per $1,000 security, reflecting embedded issuing, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on an exchange and may have limited secondary market liquidity.

Morgan Stanley Finance LLC is offering principal-at-risk Jump Securities with an auto-callable feature, fully and unconditionally guaranteed by Morgan Stanley, linked to the worst performer of the Dow Jones Industrial Average, the Nasdaq-100 Technology Sector Index and the Russell 2000 Index. Each security has a $1,000 stated principal amount, an original issue date on November 20, 2025 and a maturity date on November 22, 2028.

The notes can be automatically redeemed on November 27, 2026 for an early redemption payment of $1,198 per security if each index is at or above its 100% call threshold. If not called, at maturity investors receive principal plus upside based on 175% of the gain of the worst-performing index if all are above their initial levels, only principal if all remain at or above 70% downside thresholds, or a loss matching the full decline of the worst performer if any index falls below its 70% threshold, potentially reducing the payoff to zero. The estimated value on the pricing date is approximately $955.90 per security, the securities will not be listed on an exchange, and all payments are subject to Morgan Stanley’s credit risk.