Morgan Stanley SEC Filings

Morgan Stanley Finance LLC filed an amendment to a 424(b)(2) preliminary pricing supplement for Dual Directional Trigger Participation Securities linked to the S&P 500 Index, due May 10, 2027 and fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay no interest and are unsecured obligations.

At maturity, investors gain 100% of S&P 500 upside, but returns are capped at a maximum upside payment of $1,060 per $1,000. If the index is flat to down but not below the 70% downside threshold, the notes provide a positive return equal to the absolute decline (up to an effective 30%). If the index finishes below the threshold, investors lose 1% of principal per 1% index decline, up to total loss.

The indicative estimated value on the pricing date is approximately $968.60 per security, reflecting issuing, selling, structuring and hedging costs and an internal funding rate. The notes will not be listed, and secondary market liquidity may be limited. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $9,747,000 of Market‑Linked Notes tied to a weighted basket of international equity indices and due October 31, 2030. The Notes return principal at maturity and provide an upside payment equal to the Basket’s positive return multiplied by a 111% participation rate; if the Basket Return is zero or negative, investors receive only principal at maturity.

The basket weights are EURO STOXX 50 (40%), Nikkei 225 (25%), FTSE 100 (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%). The Notes pay no interest or dividends, are unsecured and unsubordinated, and will not be listed. The issue price is $1,000 per Note, estimated value is $951.60 per Note on the trade date, the underwriting discount is $35 per Note, and proceeds to the issuer are $965 per Note (total $9,405,855).

Key dates: Trade Date October 29, 2025; Original Issue Date October 31, 2025; Determination Date October 29, 2030; Maturity Date October 31, 2030, each subject to postponement for market disruptions.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Partial Participation Market‑Linked Notes due November 5, 2030 tied to the S&P 500 Index. The notes pay no interest and return principal at maturity; if the final index level exceeds the initial level, holders receive principal plus an upside payment.

The upside is limited by a 69% participation rate, so gains trail the index. Key terms include $1,000 per note issue price, strike and pricing dates on October 31, 2025, an observation date on October 31, 2030, and no listing on any exchange. The preliminary estimated value is approximately $972.30 per note, reflecting issuing, selling, structuring and hedging costs and an internal funding rate.

All payments are subject to the issuer’s and guarantor’s credit risk. Secondary market liquidity may be limited, and prices may be below issue price. For U.S. tax purposes, the notes are expected to be treated as contingent payment debt instruments.

Morgan Stanley Finance LLC filed a preliminary pricing supplement for Buffered Jump Securities with Auto-Callable Feature due May 3, 2027, linked to Oracle Corporation common stock and fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk notes with no periodic interest and are not exchange-listed.

Each security is issued at $1,000, with an estimated value on the pricing date of approximately $964.40. The initial level is $275.30, equal to the call threshold; the buffer level is $192.71 (70%). Automatic early redemption can occur starting January 29, 2026 if the underlier closes at or above the call threshold, paying per-security amounts that reflect roughly 13.00% per annum (e.g., $1,032.50 on the first early redemption date, rising to $1,162.50 on the fifth).

If not called, maturity payment per security is $1,195.00 if the final level is at or above the call threshold, the stated principal amount if at or above the buffer level, or a loss of 1% for each 1% decline beyond the 30% buffer, subject to a minimum payment of 30% of principal. All payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley (MS), is offering Contingent Income Buffered Auto‑Callable Securities due November 29, 2030 linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. Each note has a $1,000 issue price and pays a contingent coupon at 12.00% per annum only if the index closes at or above the 70% coupon barrier on the relevant observation date.

The notes may be auto‑called starting November 24, 2026 if the index is at or above the 95% call threshold, returning principal plus the applicable coupon. If not called, at maturity investors receive principal back if the final index level is at or above the 85% buffer level; otherwise, they lose 1% of principal for each 1% decline beyond the 15% buffer, subject to a minimum payment of 15% of principal. Payments depend on MS/MSFL credit. The estimated value on the pricing date is approximately $899.40 per security (or within $49.40 of that estimate). The index includes a 4% per annum decrement and volatility targeting up to 400% exposure, and the notes will not be listed.

Morgan Stanley Finance LLC is offering Callable Contingent Income Memory Securities due November 13, 2029, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performing of the S&P 500 Index, Nasdaq-100 Technology Sector Index, and Russell 2000 Index and are issued at $1,000 per security, with an estimated value on the pricing date of approximately $979.20.

The notes pay a contingent coupon at 9.05% per annum on each coupon date only if each underlier closes at or above its coupon barrier (70% of its initial level) on the related observation date; missed coupons may be paid later if a subsequent observation meets the barrier. Beginning on November 13, 2026, the issuer may redeem the notes on specified dates only if a risk‑neutral valuation model indicates redemption is economically rational for the issuer. At maturity, if not redeemed and each underlier is at or above its downside threshold (70% of initial), investors receive principal plus any due coupons; otherwise, repayment is reduced 1% for each 1% decline of the worst performer, and could be zero. The securities will not be listed and are intended for fee‑based advisory accounts.

Morgan Stanley Finance LLC priced Trigger PLUS, principal-at-risk structured notes linked to the S&P 500 Futures Excess Return Index, in an aggregate principal amount of $2,913,000 at $1,000 per security. The notes pay no interest and are fully and unconditionally guaranteed by Morgan Stanley.

At maturity on October 31, 2030, holders receive: the stated principal plus a leveraged upside payment if the final index level exceeds the initial level; par if the final level is at or below the initial level but at or above the downside threshold; or a 1-for-1 loss if below the threshold. Terms include an initial level of 564.91, a leverage factor of 182%, and a downside threshold level of 395.437 (70% of the initial level). There is no minimum payment; principal can be lost entirely.

The estimated value on the pricing date is $940.90 per security. Agent commissions are $40 per security, with total proceeds to the issuer of $2,796,480. The securities will not be listed, and all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC priced a registered offering of Contingent Income Memory Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index, with an aggregate principal amount of $1,622,000 and a $1,000 issue price per note, fully and unconditionally guaranteed by Morgan Stanley.

The notes pay a contingent coupon at 10.85% per annum when the underlier’s closing level is at or above the coupon barrier of 2,368.954 (70% of the initial level) on an observation date, with unpaid coupons able to be paid later if conditions are met. They auto-call at par plus any due coupons if the underlier is at or above the call threshold of 3,384.22 (100% of initial) on scheduled determination dates starting October 28, 2026.

If not called, at maturity investors receive par only if the final level is at or above the downside threshold of 1,692.11 (50% of initial); otherwise, principal is reduced 1% for every 1% decline. The estimated value is $898.20 per note on the pricing date, reflecting issuance and structuring costs and the issuer’s internal funding rate. Commissions are $43.50 per note; proceeds to the issuer total $1,551,443. The notes are unsecured, subject to MS/MSFL credit risk, and will not be listed.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities due October 31, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes have an aggregate principal amount of $2,148,000 at $1,000 per security and are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index.

The notes pay a 12.00% annual contingent coupon only when the index closes at or above the coupon barrier of 2,368.954 (70% of the initial level). They auto-call at par plus any due coupons if the index is at or above the call threshold of 3,384.22 (100% of the initial level) on scheduled dates starting October 28, 2026. If held to maturity and the final level is below the downside threshold of 2,030.532 (60% of initial), repayment is reduced 1% for each 1% decline, potentially to zero.

The initial level is 3,384.22; the notes are not listed. The estimated value on the pricing date is $901.00 per security. Sales commissions are $42.50 per security; proceeds to the issuer are $957.50. All payments are subject to issuer and guarantor credit risk. The underlier includes a 4% per annum decrement and a 40% volatility target.