Morgan Stanley filings document the company’s financial services business, capital structure, governance and material events. The record includes 8-K reports for current events, proxy materials for annual meeting and shareholder voting matters, and securities listings covering common stock, depositary preferred shares and medium-term notes associated with Morgan Stanley Finance LLC.
Filings also disclose governance procedures, registered security classes, NYSE listing information, preferred stock series, debt-security registration matters and formal status changes such as a Form 25 notice for removal of a listed note class from exchange registration.
Morgan Stanley Finance LLC is offering principal-at-risk, contingent income, auto-callable securities linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount and issue price of $1,000, with an estimated value on the pricing date of approximately $929.30 per security, reflecting issuing, selling, structuring and hedging costs.
The notes may pay a 15.25% per annum contingent coupon, but only when the index closes at or above the coupon barrier level of 2,216.948 (75% of the initial level). They auto-call at par plus any due coupons if the index is at or above the call threshold of 2,955.93 (100% of the initial level) on specified redemption determination dates. If not called and the final index level is below the downside threshold of 1,773.558 (60% of the initial level), investors lose 1% of principal for every 1% index decline, up to a total loss of principal. Payments depend entirely on issuer and guarantor credit, the notes are not listed, and the complex underlier includes 4% annual decrement and volatility-targeting features.
Morgan Stanley Finance LLC is offering $2,761,000 of principal-at-risk Jump Securities with auto-call features, fully and unconditionally guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and is linked to the worst performer of the State Street Utilities Select Sector SPDR ETF, the Nasdaq-100 Technology Sector Index and the Dow Jones Industrial Average.
The notes can be automatically redeemed from January 27, 2027 if all underliers are at or above their call thresholds, paying early redemption amounts of $1,222 or $1,444 per security, corresponding to about 22.20% per annum. If held to January 24, 2031 and not called, investors receive principal plus a 150% participation in the gain of the worst underlier if all finish above initial levels, only principal if all remain at or above 70% of initial levels, and a loss of 1% of principal for each 1% decline in the worst underlier below its downside threshold, up to total loss.
The estimated value on the pricing date is $930.70 per $1,000 security, reflecting issuance, selling, structuring and hedging costs and Morgan Stanley’s internal funding rate. The securities pay no interest, are unsecured, will not be listed on an exchange, and expose holders to market risk in the three underliers and to Morgan Stanley’s credit risk.
Morgan Stanley Finance LLC is offering principal-at-risk "Jump Securities" with an auto-call feature maturing on January 25, 2030, linked to the worst performer of the iShares MSCI EAFE ETF, the S&P 500 Index and the State Street Financial Select Sector SPDR ETF. Each security has a $1,000 stated principal amount and does not pay interest or guarantee principal repayment.
The notes can be automatically redeemed on scheduled determination dates starting January 27, 2027 if each underlier is at or above its call threshold, for fixed early redemption payments that correspond to a return of about 10.15% per year (e.g., $1,101.50, $1,203.00 or $1,304.50 per security). If not called and each underlier finishes at or above its downside threshold (70% of its initial level), investors receive a fixed $1,406.00 per security at maturity. If any underlier ends below its downside threshold, the payoff is $1,000 times the performance of the worst underlier, exposing investors to a full 1-for-1 loss that can reach zero.
The securities are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, with an estimated value on the pricing date of approximately $984.90 per security. They will not be listed, secondary liquidity may be limited, their value is sensitive to underlier levels, volatility, rates and Morgan Stanley’s credit spreads, and the U.S. federal income tax treatment is complex and uncertain.
Morgan Stanley Finance LLC is issuing $5,000,000 of fixed-to-floating rate callable notes due January 22, 2041, fully and unconditionally guaranteed by Morgan Stanley. Each note has a stated principal amount and issue price of $1,000, while the estimated value on the pricing date is $902.10 per note.
From issuance to January 22, 2029, the notes pay a fixed 9.50% per annum, with quarterly interest. After that, the rate becomes variable: investors earn 9.50% per annum only for days when the 10-Year Constant Maturity Treasury Rate (10CMT) stays between 0.00% and 4.50%; on other days, no interest accrues, so quarterly interest can be very low or zero.
The notes are callable at 100% of principal plus accrued interest on quarterly dates starting January 22, 2029, if a risk-neutral valuation model shows it is economically rational for the issuer to redeem. They are unsecured, subject to Morgan Stanley’s credit risk, will not be listed on any exchange, may have limited secondary liquidity, and are treated as contingent payment debt instruments for U.S. tax purposes.
Morgan Stanley is issuing three euro-denominated senior notes under its Global Medium-Term Notes, Series J program: €1,250,000,000 Euro Floating Rate Senior Registered Notes due 2029, €2,000,000,000 Euro Fixed/Floating Rate Senior Registered Notes due 2032 and €1,750,000,000 Euro Fixed/Floating Rate Senior Registered Notes due 2037, each at an issue price of 100.000% and a 100% redemption percentage at maturity.
The 2029 notes pay a quarterly floating rate of three-month EURIBOR plus 0.700%. The 2032 notes pay a fixed 3.383% per annum until January 23, 2031, then a quarterly floating rate of three-month EURIBOR plus 0.911%. The 2037 notes pay a fixed 3.981% per annum until January 23, 2036, then a quarterly floating rate of three-month EURIBOR plus 1.143%.
Morgan Stanley can redeem the 2029 notes at par plus accrued interest in whole on October 5, 2028, and in whole or in part on or after September 5, 2029. The 2032 and 2037 notes feature optional make-whole redemptions from July 27, 2026, plus par calls on January 23, 2031 and January 23, 2036, respectively, and thereafter on a par basis on specified dates, creating early redemption and reinvestment risk for investors.
Application will be made to admit all three notes to the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. The notes are intended to be Eurosystem eligible and are targeted only at professional clients and eligible counterparties in the EEA and United Kingdom, with explicit prohibitions on sales to retail investors under PRIIPs and UK PRIIPs rules.
Morgan Stanley Finance LLC is issuing principal-at-risk structured notes that pay contingent income and can be auto-called early, linked to the worst performer of the State Street Energy Select Sector SPDR ETF, the EURO STOXX 50 Index and the Nasdaq-100 Technology Sector Index. Each security has a $1,000 stated principal amount, aggregate principal of $1,001,000, a term to January 19, 2029, and an annual contingent coupon rate of 8.15%, payable only when all three underliers are at or above their coupon barrier levels (70% of initial levels).
The notes may be automatically redeemed starting July 16, 2026 if each underlier is at or above its call threshold level, set at 100% of its initial level, returning principal plus the applicable coupon and any unpaid coupons. If not called, investors receive full principal at maturity only if each underlier finishes at or above its downside threshold level, approximately 65% of its initial level; otherwise, principal is reduced 1% for every 1% decline in the worst-performing underlier, and the payment can be zero.
The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and will not be listed on any exchange. The estimated value on the pricing date is $952.20 per security versus the $1,000 issue price, reflecting structuring, hedging and distribution costs, including a $30 per-security sales commission to dealers. All payments depend on Morgan Stanley’s credit and the performance of the three underliers.
Morgan Stanley Finance LLC is offering $1,000,000 of Contingent Income Memory Auto-Callable Securities, each with a stated principal of $1,000, due January 19, 2029. These notes are linked to the worst performer among the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index and are fully and unconditionally guaranteed by Morgan Stanley.
Investors may receive a 9.80% annual contingent coupon, paid only if on each observation date all three indices are at or above their coupon barrier levels, set at 80% of initial index levels. The notes may be automatically redeemed quarterly starting April 16, 2026 if all indices are at or above their call thresholds (100% of initial levels), paying principal plus the current and any previously unpaid coupons.
If not called, principal is repaid at maturity only if all final index levels are at or above 60% downside thresholds; otherwise repayment is reduced one-for-one with the decline of the worst index and can be zero. The estimated value on the pricing date is $984.30 per security, below the $1,000 issue price, reflecting structuring and hedging costs and Morgan Stanley’s internal funding rate.
Morgan Stanley Finance LLC is issuing $39,360,000 of three-year contingent income buffered auto-callable securities linked to the worst performer of the Nasdaq-100 Technology Sector Index and the S&P 500 Index. Each note has a $1,000 principal amount and pays a contingent coupon at 9.20% per year, but only if on each observation date both indices are at or above their coupon barrier levels, set at 80% of their initial levels. If either index is below its barrier on a given observation date, no coupon is paid for that period.
The notes can be automatically called on scheduled redemption determination dates if both indices are at or above their initial levels, returning principal plus the applicable coupon and ending the investment early. If held to maturity and both final index levels are at or above their 80% buffer levels, investors receive full principal back (plus any final coupon). If either index finishes below its buffer, principal is reduced 1% for each 1% decline of the worst performer beyond the 20% buffer, with a minimum payment of 20% of principal.
The estimated value on the pricing date is $987.60 per $1,000, reflecting issuance, structuring and hedging costs and Morgan Stanley’s internal funding rate. The notes are unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, subject to issuer credit risk. They will not be listed on any exchange, and secondary market liquidity may be limited.
Morgan Stanley Finance LLC is issuing $2,000,000 of principal-at-risk “Jump Securities with Auto-Callable Feature” linked to the worst performer of three ETFs: State Street SPDR S&P Regional Banking (KRE), iShares Semiconductor (SOXX) and iShares 20+ Year Treasury Bond (TLT). Each note has a $1,000 stated principal amount and an original issue price of $1,000, with an estimated value on the pricing date of $954.40.
The notes can be automatically redeemed on scheduled determination dates starting in January 2027 if all three ETFs are at or above their call thresholds (set at 100% of initial levels), for fixed cash payments that correspond to roughly 33.50% per annum (for example, $1,335 on the first call date, rising to $1,921.25 on the last). If not called, investors receive $2,005 at maturity in January 2029 only if each ETF is at or above its 90% “upside threshold.” If any ETF finishes below its 60% downside threshold, the payoff is reduced in full proportion to the worst ETF’s decline, down to zero. The securities pay no coupons, do not guarantee principal, and all payments depend on Morgan Stanley’s credit.
Morgan Stanley Finance LLC is issuing $750,000 of Callable Contingent Income Securities, at $1,000 per security, due July 21, 2027. The notes are linked to the worst performer of the S&P 500 Index, Nasdaq-100 Index and Russell 2000 Index and are fully guaranteed by Morgan Stanley, with principal at risk.
Investors may receive a 9.00% per annum contingent coupon, paid only if on each observation date all three indexes close at or above their coupon barrier levels, set at 70% of their initial levels. The same 70% levels act as downside thresholds at maturity if the notes are not called. If any index finishes below its downside threshold, the maturity payment is reduced in proportion to the worst index’s decline and can fall to zero.
The notes are callable in whole on specified redemption dates if a risk-neutral valuation model indicates it is economically rational for Morgan Stanley to redeem, in which case holders receive principal plus any due coupon and no further payments. The estimated value on the pricing date is $986.30 per $1,000, the notes will not be listed on any exchange, and all payments are subject to Morgan Stanley’s and MSFL’s credit risk.