Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering dual directional buffered participation securities linked to the S&P 500® Index, maturing on April 21, 2027. Each security has a $1,000 stated principal amount, pays no interest and is a principal-at-risk structured note.

At maturity, if the index is above its initial level, investors receive principal plus 100% of the index gain, capped at a maximum payment of $1,141 per security (114.10% of principal). If the index is flat or down but not below 90% of the initial level, investors earn a positive return equal to the absolute index decline, up to a 10% effective maximum. If the index falls below the 90% buffer, principal is reduced 1% for each 1% decline beyond the 10% buffer, with a minimum payment of 10% of principal.

The preliminary estimated value is approximately $984 per security, reflecting issuance, structuring and hedging costs and the issuer’s internal funding rate. The notes are unsecured obligations subject to Morgan Stanley’s credit risk, will not be listed on any exchange, and may have limited or no secondary market liquidity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $5,200,000 of Trigger Callable Yield Notes tied to the least performing of the MSCI Emerging Markets Index and the EURO STOXX 50 Index, maturing March 15, 2027. The notes pay a fixed coupon at a rate of 8.25% per annum, or $0.06875 per $10 note monthly, regardless of index performance, unless the notes are called.

Beginning March 16, 2026, the issuer may redeem the notes monthly at par plus the due coupon if an internal risk‑neutral valuation model indicates it is economically rational to do so. At maturity, if the notes were not called and both indices are at or above their Downside Thresholds of 70% of their initial levels (967.76 for MSCI EM and 3,995.68 for EURO STOXX 50), investors receive full principal plus the final coupon.

If either index ends below its Downside Threshold, repayment is reduced to $10 multiplied by 1 plus the return of the worst-performing index, plus the final coupon, which can result in a substantial or total loss of principal. The notes are unsecured, not listed on an exchange, and their value and payments depend on Morgan Stanley’s creditworthiness.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $7.9 million of Trigger Autocallable Notes linked to the least performing of the S&P 500 Equal Weight Index, Dow Jones Industrial Average and Russell 2000 Index, maturing on June 14, 2032.

The notes are issued at $10 per Security with a minimum investment of 100 Securities and a semi-annual Call Return Rate of 10.50% per annum. Beginning after one year, if on any semi-annual Observation Date each index is at or above its Redemption Threshold (about 95% of its Initial Underlying Value), the notes are automatically called and pay back principal plus the applicable Call Return, up to $16.825 per $10 at final maturity if called on the last Observation Date.

If the notes are not called and any index finishes below its Downside Threshold (about 75% of its initial level), repayment at maturity is reduced in full proportion to the decline of the Least Performing Underlying, and investors can lose all principal. The securities pay no interest, are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on an exchange, and have an estimated value on the trade date of $9.890 per $10 Security, reflecting issuance and hedging costs.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering 2-year Contingent Income Auto-Callable Securities linked to the worst performer of the Nasdaq-100, S&P 500 and Russell 2000 indices. Each $1,000 note can pay a contingent quarterly coupon at an annual rate of 9.26% (about $23.15 per quarter) if, on the observation date, all three indices are at or above 75% of their initial values. If any index is below its coupon threshold, no coupon is paid for that quarter.

The notes may be automatically redeemed quarterly starting in March 2026 if all three indices are at or above their initial levels, returning principal plus the applicable coupon. At maturity, if not called, investors receive principal plus the final coupon only if each index is at or above its 75% downside threshold. If any index is below its threshold, repayment is reduced 1-to-1 with the decline of the worst index and can fall to zero.

The securities are unsecured, subject to Morgan Stanley’s credit risk and will not be listed on an exchange. The issue price is $1,000, while the estimated value on the pricing date is about $973 per note, reflecting issuance, structuring and hedging costs and an internal funding rate that is favorable to the issuer.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due June 14, 2028 linked to the common stock of Netflix, Inc. The notes have a total aggregate principal amount of $6,000,000 and an issue price of $1,000 per security, with an estimated value on the pricing date of $969.90 per security.

Investors may receive a contingent quarterly coupon at an annual rate of 14.12% (about $35.30 per quarter per security) for any determination date on which the Netflix share price is at least $67.697, which is 70% of the $96.71 initial share price. After a six-month non-call period, if Netflix closes at or above the initial share price on a determination date, the notes are automatically redeemed for principal plus that quarter’s coupon.

If the notes are not called and the final share price is at or above the downside threshold, investors receive principal plus the final coupon. If the final share price is below the threshold, repayment is reduced 1-to-1 with Netflix’s decline and can fall below 70% of principal, down to zero. The securities are unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, and will not be listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering long-dated fixed-to-floating rate callable notes due January 16, 2046, linked to the 10‑Year Constant Maturity Treasury Rate (10CMT). Investors receive a fixed interest rate of 8.75% per annum from the original issue date to January 16, 2027, paid quarterly in arrears.

From January 16, 2027 to maturity, the notes pay a variable rate: 8.75% per annum multiplied by the fraction of days in each quarter when 10CMT is between 0.00% and 5.00%. On days outside this range, no interest accrues and a quarter’s interest could be very low or zero. The issuer may redeem the notes in whole, but not in part, on quarterly dates starting January 16, 2027 at 100% of principal plus accrued interest, if a risk‑neutral valuation model indicates calling is economically rational. The notes are unsecured, not FDIC‑insured, will not be listed on an exchange, and have an estimated value on the pricing date of approximately $860 per $1,000 due to issuance, structuring and hedging costs and the issuer’s internal funding rate.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Trigger PLUS notes due December 19, 2030 linked to the EURO STOXX 50® Index. Each security has a stated principal amount of $1,000 and pays no interest.

At maturity, if the index finishes above its initial level, holders receive $1,000 plus 300% of the index gain, capped at a maximum payment of at least $1,774.60 per security (177.46% of principal). If the final level is at or below the initial level but at or above 75% of it (the downside threshold), investors simply receive the $1,000 principal.

If the index closes below the downside threshold, repayment is reduced 1% for each 1% index decline, with no minimum payment, so the entire investment can be lost. The estimated value on the pricing date is approximately $961.80 per security, reflecting embedded fees and the issuer’s internal funding rate. The notes are unsecured, subject to Morgan Stanley’s credit risk, and will not be listed on any exchange, so liquidity may be limited.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering fixed-to-floating callable notes due January 16, 2041, linked to the 10-Year Constant Maturity Treasury Rate (10CMT). Each note has a stated principal amount and issue price of $1,000, while the estimated value on the pricing date is about $870 per note, reflecting issuing, selling, structuring and hedging costs borne by investors.

From issuance to January 16, 2027, the notes pay fixed interest of 7.75% per year. After that, interest becomes variable and can range from 0% up to 7.75% per year, depending on how many days 10CMT stays between 0.00% and 5.00%. If 10CMT is outside this range on a given day, no interest accrues for that day.

Starting January 16, 2027, the notes are callable quarterly at 100% of principal plus accrued interest if a risk-neutral valuation model shows it is economically rational for the issuer to redeem. The notes are unsecured, 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, fully guaranteed by Morgan Stanley, plans to issue contingent income "memory" auto-callable securities due December 27, 2030 linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. These are unsecured, principal-at-risk notes with a $1,000 stated principal amount and an estimated value on the pricing date of approximately $893 per security.

Investors may receive an 8.00% per annum contingent coupon, paid only if the index closes at or above a coupon barrier set at 52% of the initial level on an observation date. Missed coupons can be paid later if the barrier is met (“memory” feature). The notes are auto-callable quarterly starting December 23, 2026 if the index is at or above a call threshold equal to 87% of the initial level, returning principal plus the due and any unpaid coupons.

If the notes are not redeemed early, and on the final observation date the index is at or above the downside threshold (also 52% of the initial level), investors receive full principal plus any due coupons. If the final level is below that threshold, repayment is reduced 1% for each 1% index decline, and the maturity payment can be substantially below principal, including zero. The underlier itself is complex, using leveraged futures, a 40% volatility target and a 4.0% per annum decrement, which can weigh on its performance.