Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is issuing $360,000 of Buffered Step-Down Jump Securities with an auto-call feature, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, with principal at risk and no periodic interest payments.

The notes can be automatically redeemed on 16 scheduled determination dates if the index closes at or above a declining call threshold, paying fixed call amounts that imply roughly a 13.80% per annum return. If never auto-called and the final index level is at or above a 70% buffer level, investors receive $1,690 per security at maturity. If the final level is below the buffer, repayment is reduced dollar-for-dollar with index losses beyond the 30% buffer, but not below 30% of principal.

The estimated value on the pricing date is $941.90 per security, below the $1,000 issue price due to issuance, structuring and hedging costs and the issuer’s internal funding rate. The index itself is highly engineered, uses up to 400% futures leverage, targets 40% volatility and applies a 4% per annum decrement, all of which can significantly affect returns.

Morgan Stanley Finance LLC is offering Buffered Performance Leveraged Upside Securities linked to the S&P 500® Index, with an aggregate principal amount of $1,412,000 and a price of $1,000 per security. The notes pay no interest and return depends solely on index performance at maturity on December 15, 2028.

If the index rises, investors receive principal plus 200% of the index gain, capped at a maximum payment of $1,272 per security. If the index falls but stays above a 20% buffer, principal is returned; below the buffer, investors lose 1.25% of principal for every 1% further decline, with no minimum payment. The initial S&P 500® level is 6,827.41, the buffer level is 80% of that, and the estimated value on the pricing date is $975.80 per security. The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on an exchange and may have limited liquidity, and their U.S. tax treatment is described as uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Enhanced Trigger Jump Securities maturing on January 14, 2027, linked to Oracle Corporation common stock. Each security has a $1,000 stated principal amount and a total offering size of $500,000, with an issue price of $1,000 and an estimated value on the pricing date of $976.50 per security.

If the Oracle stock closing level on the January 11, 2027 observation date is at or above the downside threshold of $149.138 (75% of the $198.85 initial level), investors receive $1,000 plus a fixed upside payment of $273.50, a 27.35% gain. If the final level is below the threshold, repayment is fully exposed to downside, losing 1% of principal for each 1% decline, with no minimum payment, so the entire investment can be lost.

The notes pay no interest, are unsecured and subject to the credit risk of MSFL and Morgan Stanley. They will not be listed on any exchange, secondary liquidity may be limited, and the economic terms are reduced by embedded issuance, selling, structuring and hedging costs.

Morgan Stanley Finance LLC is issuing Buffered Performance Leveraged Upside Securities linked to the S&P 500® Index with an aggregate principal amount of $823,000, in $1,000 denominations, maturing on June 17, 2030. The notes pay no interest and are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley.

At maturity, if the index is above the initial level of 6,827.41, investors receive principal plus 150% of the index gain, capped at a maximum payment of $1,515 per security (151.50% of principal). If the index is between 90% and 100% of the initial level, investors receive only their $1,000 principal. Below the 90% buffer level, investors lose 1% of principal for each 1% additional decline, but receive at least 10% of principal.

The estimated value on the pricing date is $979.40 per security, reflecting issuance, structuring and hedging costs. The notes will not be listed on any exchange, secondary trading may be limited, and returns depend on both S&P 500 performance and Morgan Stanley's creditworthiness.

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.