Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering U.S. equity-linked Contingent Income Auto-Callable Securities due November 27, 2028, based on Bank of America common stock and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and can pay a contingent quarterly coupon at an annual rate of 10.34% (about $25.85 per quarter) when the Bank of America share price on a determination date is at or above 75% of the initial share price, the downside threshold.

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 that quarter’s coupon. If not called, and the final share price is at or above the downside threshold, investors receive $1,000 plus the final coupon at maturity. If the final share price is below the downside threshold, repayment of principal is reduced 1-to-1 with the stock decline, and the payment can be zero. The estimated value on the pricing date is about $970.50 per security, the notes are unsecured, not listed on an exchange, and all payments depend on Morgan Stanley’s credit.

Morgan Stanley Finance LLC is offering $4,926,000 of fixed income buffered securities due November 12, 2027, fully and unconditionally guaranteed by Morgan Stanley. The notes pay a fixed 22.00% annual coupon, with monthly payments, and are linked to the worst performer among NVIDIA, Upstart and AeroVironment common stocks.

At maturity, if each stock’s final level is at or above its buffer level (set at 85% of its initial level for each underlier), investors receive full principal back plus the final coupon. If any stock finishes below its buffer, principal is reduced 1% for every 1% decline of the worst-performing stock beyond the 15% buffer, but not below a 15% minimum payment of principal. The notes are unsecured, subject to Morgan Stanley’s credit risk, have an estimated initial value of $974.50 per $1,000, and will not be listed on any exchange.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering $20.96 million of leveraged buffered notes linked to the S&P 500 Index, maturing on December 14, 2026. The notes pay no interest and are unsecured principal-at-risk securities.

At maturity, investors receive for each $1,000 note: 200% of any S&P 500 gain, capped at a maximum payment of $1,113.40, so gains above about 5.67% are not further shared. If the index is down by up to 10%, principal is repaid in full. Below that 10% buffer, losses are magnified by a factor of about 111.11%, and investors can lose their entire investment.

The initial S&P 500 level is 6,832.43, and the notes are sold at $1,000 each with an estimated value of $985.40, reflecting issuing, selling, structuring and hedging costs. The notes will not be listed on an exchange, secondary liquidity is limited, and all payments depend on Morgan Stanley’s creditworthiness.

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.