Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Dual Directional Buffered Participation Securities linked to the iShares® MSCI EAFE ETF, fully and unconditionally guaranteed by Morgan Stanley. The notes have a $1,000 stated principal amount per security and $2,050,000 aggregate principal, are issued at par, pay no interest and mature on November 26, 2027.

At maturity, investors get 100% upside participation in the ETF’s gain, capped at a maximum payment of $1,287.50 per security. If the ETF is flat or down but not below 85% of the initial level, investors receive a positive return matching the absolute decline, up to a 15% gain. If the ETF falls below the 15% buffer, principal is reduced 1% for each additional 1% drop, with a minimum payment of 15% of principal.

The initial ETF level is $92.65, with a buffer level of $78.753. The estimated value on the pricing date is $986.70 per security, reflecting issuing, structuring and hedging costs and the issuer’s internal funding rate. The notes are unsecured obligations subject to Morgan Stanley’s credit risk and will not be listed on any securities exchange.

Morgan Stanley Finance LLC is issuing Contingent Income Auto-Callable Securities due November 27, 2028, linked to the common stock of The Charles Schwab Corporation. Each $1,000 security offers a contingent quarterly coupon at an annual rate of 10.42% (about $26.05 per quarter) only if Schwab’s share price on the relevant determination date is at or above the downside threshold of $67.883, which is 75% of the $90.51 initial share price.

If on any of the first eleven determination dates the share price is at or above the initial share price, the notes are automatically redeemed for $1,000 plus the applicable coupon. If held to maturity and the final share price is at or above the downside threshold, investors receive $1,000 plus the final coupon. If the final share price is below the threshold, repayment is reduced 1‑for‑1 with Schwab’s decline, and the amount repaid can be zero.

The securities are unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, with an aggregate principal amount of $3,007,000 and an estimated value on the pricing date of $966.10 per $1,000 security. They are not listed on any exchange, do not pay dividends, and carry full issuer and guarantor credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing Contingent Income Auto-Callable Securities linked to the Dow Jones Industrial Average, S&P 500 and Nasdaq-100, with an aggregate principal amount of $1,530,000 at $1,000 per security. Investors may receive a 6.30% annual contingent coupon, but only when all three indices close at or above their coupon barrier levels (about 75% of initial levels) on scheduled observation dates.

The notes can be automatically called from November 2026 onward if all indices are at or above 100% of their initial levels, paying principal plus the applicable coupon and ending further payments. If held to August 26, 2030 and any index finishes below its downside threshold (about 65% of its initial level), repayment of principal is reduced in full proportion to the worst-performing index and can fall to zero. The estimated value on the pricing date is $945.20 per security, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is issuing $22,000,000 of Trigger Callable Contingent Yield Notes maturing in 2030, linked to the worst performer among the S&P 500, Russell 2000 and MSCI EAFE indices. The notes pay a 9.00% per annum contingent coupon (about $0.225 per $10 note quarterly) only if on each Observation Date all three indices are at or above their respective Coupon Barriers, set at 70% of initial levels.

Beginning in February 2026, the issuer may call the notes quarterly if a risk‑neutral valuation model shows it is economically rational to do so; if called, investors receive principal plus the due coupon and no further payments. At maturity, if not called, principal is repaid only if each index is at or above its Downside Threshold (65% of initial). If any index is below its threshold, repayment is reduced one‑for‑one with the worst index’s loss, and investors could lose their entire principal.

The notes are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on an exchange, may have limited liquidity, and have an estimated value of $9.716 per $10 note on the trade date, reflecting fees, structuring and hedging costs.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to Palantir Technologies Inc. Class A common stock, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount, total offering size of $265,000, issue price of $1,000 and an estimated value on the pricing date of $934 per security.

The notes pay a contingent coupon at an annual rate of 17.00%, but only when Palantir’s closing level on an observation date is at or above the coupon barrier of $92.91 (60% of the $154.85 initial level). The notes are automatically called if the stock is at or above the call threshold of $154.85 on any redemption determination date, returning principal plus due and unpaid coupons. If not called and the final level is below the downside threshold of $92.91, investors lose 1% of principal for every 1% decline in the stock, up to total loss. The securities are unsecured, not principal-protected, illiquid, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Jump Securities with an auto-call feature maturing on December 3, 2026. Each note has a $1,000 stated principal amount and is linked to the worst performer of the VanEck Gold Miners ETF, the Nasdaq-100 Technology Sector Index and the Dow Jones Industrial Average.

The notes can be automatically redeemed quarterly starting February 26, 2026 if each underlier is at or above 90% of its initial level, paying early redemption amounts from $1,026.90 up to $1,098.50 per security, corresponding to about 10.75% per annum. If held to maturity and all underliers are at or above their call thresholds, investors receive $1,107.50 per security; if any is below its call threshold but all are at or above 60% of initial, they receive only principal.

If any underlier finishes below 60% of its initial level, the maturity payment is reduced 1% for each 1% decline of the worst performer, and can fall to zero. The estimated value on the pricing date is about $957.70 per security, reflecting issuance, structuring and hedging costs. Payments depend on Morgan Stanley’s credit, and the securities do not pay interest or offer any upside beyond the fixed payoff schedule.

Morgan Stanley Finance LLC is offering Enhanced Buffered Jump Securities linked to the S&P 500^® Futures Excess Return Index, maturing on December 10, 2029. Each security has a $1,000 principal amount, pays no interest and is an unsecured obligation of MSFL, fully and unconditionally guaranteed by Morgan Stanley.

At maturity, if the index is at or above 80% of its initial level, investors receive $1,000 plus the greater of a fixed $277 upside payment (27.70%) or the index percent gain applied to $1,000. If the index finishes below the 80% buffer, principal is reduced 1% for each 1% drop beyond the 20% buffer, but not below 20% of principal. A severe decline can therefore cause substantial loss.

The estimated value on the pricing date is approximately $974.70 per security, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes will not be listed, secondary liquidity may be limited, and returns depend on both index performance and Morgan Stanley’s creditworthiness. Tax treatment is described as prepaid financial contracts but remains uncertain.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Buffered PLUS with Downside Factor notes linked to the S&P 500® Futures Excess Return Index. The unsecured notes have a $1,000 stated principal amount, pay no interest and do not guarantee return of principal.

At maturity on November 27, 2028, investors receive leveraged upside only if the index finishes above the upside threshold of 565.688, about 105% of the initial level of 538.75, using a 175% leverage factor above that threshold. If the final level is between the 25% buffer and the threshold, investors simply receive principal back. Below the buffer level of 404.063 (75% of the initial level), losses accelerate at 1.3333% of principal for each 1% further decline, with no minimum payment.

The estimated value on the pricing date is approximately $986.50 per security, reflecting issuing, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are subject to Morgan Stanley’s credit risk, will not be listed on an exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC is offering Buffered Performance Leveraged Upside Securities (Buffered PLUS) linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, pay no interest and are issued in $1,000 denominations, maturing on December 10, 2029.

At maturity, if the index is above its initial level, investors receive the principal plus a leveraged upside payment using a 149% leverage factor. If the index is at or below the initial level but at or above 80% of that level, investors receive only the principal. Below this 20% buffer, investors lose 1% of principal for each 1% additional decline, subject to a minimum payment of 20% of principal.

All payments depend on the credit of MSFL and Morgan Stanley. The estimated value on the pricing date is approximately $970.20 per $1,000 note, reflecting issuance, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes will not be listed on any exchange, and secondary market liquidity may be limited.