MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC priced an offering of $12,676,000 in Principal at Risk securities, fully and unconditionally guaranteed by Morgan Stanley. The securities have a stated principal amount of $1,000 per security, an upside payment of $204.50 per security, a buffer of 20% (buffer level 80), a downside factor of 1.25, an observation date of July 13, 2027 and a maturity date of July 16, 2027.

Investors receive the stated principal plus the upside payment if the final level is at or above the buffer level; otherwise losses equal 1.25% of principal for each 1% decline in the underlier beyond the buffer. The issue price is $1,000 with estimated value $966.60 on the pricing date and agent commissions of $10 per security.

Morgan Stanley Finance LLC priced Principal at Risk notes linked to the worst performing of the Dow Jones Industrial, Nasdaq-100 and Russell 2000. Each note has a $1,000 stated principal amount and an aggregate issuance of $873,000.

At maturity on July 6, 2029, payment depends on the worst performing underlier: investors may receive principal plus the greater of the underlier percent change or an $465 upside payment, receive only principal if underliers hold above a 70% downside threshold, or lose principal proportionally if the worst underlier is below its threshold. All payments are subject to Morgan Stanley credit risk; the estimated value on the pricing date was $975.60.

Morgan Stanley Finance LLC priced a Buffered PLUS note linked to the State Street® Technology Select Sector SPDR® ETF (XLK). The securities have a stated principal amount of $1,000 per security, an aggregate principal amount of $1,570,000, an issue price of $1,000 and an estimated value on the pricing date of $982.20.

Payments at maturity depend on the ETF’s closing level on the observation date (December 31, 2029) with a 115% leverage factor, a 20% buffer (buffer level $152.416 = 80% of initial level $190.52), a maximum payment of $1,750 (175% of principal) and a minimum payment of 20% of principal. All payments are subject to the issuer’s and guarantor’s credit risk.

The pricing supplement describes contingent income, memory, auto-callable notes issued by Morgan Stanley Finance LLC and fully guaranteed by Morgan Stanley. The notes have a $1,000 stated principal, aggregate issuance of $142,000, maturity on July 3, 2031 and an annual contingent coupon of 12.75% payable only if the underlier meets coupon barrier tests on observation dates.

The underlier is the S&P® 500 Futures 40% Intraday 4% Decrement VT Index with an initial level of 3,482.19, call threshold equal to that initial level and a downside threshold at 60% of initial level (2,089.314). The securities may auto‑redeem beginning June 30, 2027 on specified determination dates. Estimated value on the pricing date was $931.50 per security; issue price to public is $1,000.

Morgan Stanley Finance LLC is offering Principal at Risk structured notes linked to the State Street® SPDR® S&P® Homebuilders ETF. The securities have a $1,000 stated principal amount and $667,000 aggregate principal amount, an issue price of $1,000 per security and an estimated value on the pricing date of $965.40 per security.

The notes pay a contingent coupon at an annual rate of 12.75% on each coupon payment date only if the underlier’s closing level on the related observation date is at or above the coupon barrier ($92.448, 80% of the initial level). Automatic early redemption may occur on specified dates if the closing level meets or exceeds the call threshold ($115.56, the initial level). At maturity investors receive the stated principal if the final level is at or above the downside threshold ($92.448); if below, the payment equals the stated principal multiplied by the performance factor (final level / initial level), which can result in a substantial loss of principal.

Morgan Stanley Finance LLC priced Principal‑at‑Risk auto‑callable notes totaling $184,000 aggregate principal. The notes have a stated principal of $1,000 per security, an issue price of $1,000 and an estimated value on the pricing date of $936.90. The payoff is linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index with an initial level of 3,482.19, a call threshold of 3,133.971 (90% of the initial level) and a downside threshold of 2,089.314 (60% of the initial level). The securities can auto‑redeem on scheduled determination dates for fixed early redemption payments (ranging from $1,200 to $1,983.333 per security) or pay at maturity up to $2,000 if the final level meets the call threshold. If the final level is below the downside threshold, investors suffer proportional principal loss (payment = principal × final level / initial level). All payments are unsecured and guaranteed by Morgan Stanley and are subject to issuer credit risk, limited liquidity and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC priced Principal-at-Risk, auto-callable notes linked to the worst-performing of the EURO STOXX 50®, Russell 2000® and S&P 500®. The securities have a stated principal amount of $1,000 per security, an aggregate principal amount of $1,409,000, an original issue price of $1,000 and an estimated value on the pricing date of $985.90. If each underlier meets its call threshold on the first determination date (July 7, 2027), the securities automatically redeem for an early redemption payment of $1,317.50. If not redeemed, maturity outcomes depend on underlier performance: full principal plus an upside payment (participation rate 150%) if all final levels exceed initial levels; return of stated principal if final levels stay above the downside thresholds (70% of initial); or a loss proportional to the worst-performing underlier (payment could be zero). All payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC priced a contingent-income, principal-at-risk note linked to the worst performing of the iShares® Silver Trust (SLV), the Nasdaq-100® Technology Sector (NDXT) and the Russell 2000® Index (RTY). The securities have a stated principal amount of $1,000 per security, an aggregate principal amount of $158,000, an original issue price of $1,000 and an estimated value on the pricing date of $971.90. The notes pay a contingent coupon at an annual rate of 12.50% on scheduled coupon dates only if each underlier is at or above its coupon barrier (60% of initial level) on the related observation date. The notes are automatically callable on specified determination dates if each underlier is at or above its call threshold (100% of initial level), and at maturity pay either the stated principal or a reduced principal equal to the worst-performing underlier’s performance factor. All payments are unsecured obligations of MSFL and fully guaranteed by Morgan Stanley; credit risk and the structure’s downside exposure to the worst-performing underlier are the primary investor risks.

Morgan Stanley Finance LLC priced $100,000 aggregate principal of Structured Investments — Contingent Income Auto-Callable Securities due July 6, 2029 — fully and unconditionally guaranteed by Morgan Stanley. The offering is sold at $1,000 per security (stated principal amount) in denominations of $1,000.

The securities pay a contingent coupon of 11.50% per annum on each coupon payment date only if the closing level of each underlier meets its coupon barrier on the related observation date. They are auto‑callable on specified redemption determination dates if each underlier meets its call threshold (100% of initial levels). At maturity holders receive principal only if each underlier is at or above its downside threshold (70% of initial); otherwise payment is reduced pro rata to the performance of the worst performing underlier and could be zero. All payments are subject to the issuer’s and guarantor’s credit risk.