Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities due November 4, 2027 linked to the iShares Bitcoin Trust ETF (IBIT). The notes pay a contingent quarterly coupon at 15.40% per annum (about $38.50 per quarter per $1,000 note) only when the ETF’s determination closing price is at or above 60% of the initial share price on the observation date. Investors do not participate in price appreciation.

The notes may be auto-called quarterly beginning February 2, 2026 if the ETF is at or above the initial share price, returning principal plus the applicable coupon and any previously unpaid coupons. If not called, at maturity you receive the $1,000 principal only if the final share price is at or above the 60% threshold (plus the applicable coupon and any previously unpaid coupons). If the final share price is below the threshold, repayment is reduced 1-to-1 with the ETF’s decline and could be zero.

Issue price is $1,000 per security; estimated value on pricing date is approximately $960 per security (within $35 of that estimate). Selected dealers receive $15 per security in sales commissions and a $5 structuring fee applies. The notes are unsecured, subject to issuer and guarantor credit risk, and will not be listed.

Morgan Stanley Finance LLC priced a primary offering of Contingent Income Auto-Callable Securities linked to Bank of America common stock, due October 26, 2028. The notes are fully and unconditionally guaranteed by Morgan Stanley and are principal at risk.

The deal totals $2,865,000 in aggregate principal amount at $1,000 per security. A 9.00% per annum contingent coupon is paid only if BAC’s closing level is at or above the $35.77 coupon barrier on the observation date. The notes auto-call for par plus the applicable coupon if BAC is at or above the $51.10 call threshold on any redemption determination date starting January 22, 2026. If not called, maturity payment equals par (plus coupon, if payable) if BAC is at or above the $35.77 downside threshold; otherwise investors lose 1% of principal for every 1% decline from the $51.10 initial level.

The estimated value on the pricing date is $970.00 per security. Selling commissions are $20 per security, with issuer proceeds of $980 per security. The notes will not be listed. All payments are subject to the credit risk of MSFL and Morgan Stanley.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, filed a preliminary 424(b)(2) for principal-at-risk, auto‑callable Buffered Jump Securities linked to an equal‑weighted basket of six stocks (GNRC, NVDA, RCL, SNOW, SPOT, UNH). The notes pay no interest and are unsecured.

The securities may be automatically redeemed on November 9, 2026 if the underlier is at or above 100, for an early redemption payment of at least $1,147.50 per $1,000. If not called, at maturity on October 28, 2027: if the final level exceeds the initial level, holders receive $1,000 plus an upside payment with a 125% participation rate; if the final level is between 85 and 100, $1,000 is returned; below the 15% buffer (level 85), losses increase by a 1.1765 downside factor and could reduce repayment to zero. Issue price is $1,000, estimated value about $962, agent fees $15 per security, and proceeds to the issuer $985 per security. The notes will not be listed and have a $10,000 minimum.

Morgan Stanley Finance LLC launched a preliminary 424(b)(2) pricing supplement for Contingent Income Auto-Callable Securities due November 3, 2028, linked to Dell Technologies Inc. Class C common stock and fully and unconditionally guaranteed by Morgan Stanley. These are unsecured, principal-at-risk notes with a stated principal of $1,000 per security.

The notes pay a 20.00% per annum contingent coupon, but only if the underlier’s closing level is at or above the coupon barrier (70% of the initial level) on each observation date. They are automatically called for par plus the coupon if the underlier is at or above the call threshold (100% of the initial level) on any redemption determination date, starting January 30, 2026.

If not called, at maturity investors receive par if the final level is at or above the downside threshold (70% of the initial level); otherwise, the payout declines 1% for every 1% underlier drop, and could be zero. The estimated value on the pricing date is approximately $962.60 per security. All payments are subject to the issuer’s and guarantor’s credit risk, and the securities will not be listed on an exchange.

Morgan Stanley Finance LLC (MS), fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Auto-Callable Securities due October 28, 2027 linked to Devon Energy (DVN) common stock. These principal-at-risk notes pay a contingent coupon only if DVN’s closing level is at or above the coupon barrier on each observation date; missed coupons can be paid later if a future observation meets the barrier.

Key terms: contingent coupon at an annual rate of 13.00%; automatic early redemption if DVN is at or above the call threshold (100% of the initial level) on specified determination dates, starting April 24, 2026; coupon barrier and downside threshold each set at 66.20% of the initial level. If not redeemed and DVN is below the downside threshold at maturity, repayment is reduced 1% for every 1% decline, which could result in loss of all principal. No participation in upside.

The notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, not listed on any exchange, and subject to issuer credit risk. The issue price is $1,000 per security, with estimated value on the pricing date of approximately $968.60. Sales commissions are $17.50 per security plus a $1 structuring fee to selected dealers.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities linked to The Goldman Sachs Group (GS) common stock under a 424(b)(2) prospectus. Each security has a $1,000 issue price, with an estimated value on the pricing date of approximately $970.80 per security. The notes may pay a 10.75% annual contingent coupon, but only when GS closes at or above the coupon barrier on each observation date.

The notes can be automatically redeemed on scheduled determination dates if GS is at or above the 100% call threshold, returning the stated principal plus the contingent coupon for that period. If not called, at maturity on October 26, 2028, investors receive principal back if GS is at or above the 70% downside threshold; otherwise, the payoff declines 1% for each 1% GS falls from the initial level, which could result in zero. Key dates include a strike/pricing date of October 22, 2025 and first redemption determination on January 22, 2026. The securities are unsecured, not listed, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC launched a preliminary pricing supplement for Contingent Income Auto‑Callable Securities due November 3, 2028, fully and unconditionally guaranteed by Morgan Stanley. These principal‑at‑risk notes pay a contingent coupon at 7.70% per annum on scheduled dates only if the Dow Jones Industrial Average, Nasdaq‑100, and Russell 2000 are each at or above their respective coupon barrier levels on the related observation date.

The notes may be automatically redeemed on specified dates starting April 30, 2026 if all three indices are at or above their call threshold (100% of initial level), returning the $1,000 stated principal amount plus the applicable coupon. If not called, maturity payment depends on the worst performer: investors receive principal (and the final coupon, if payable) only if each index is at or above its downside threshold (70% of initial); otherwise, the payoff declines 1% for every 1% drop in the worst index, and could be zero. Barriers for coupons are set at 75% of initial. The estimated value on the pricing date is approximately $961.70 per security. The securities are unsecured obligations subject to Morgan Stanley’s credit risk and are not listed.

Morgan Stanley Finance LLC is offering Dual Directional Buffered PLUS, unsecured structured notes linked to the S&P 500 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and mature on November 4, 2030. The issue price is $1,000 per security and the estimated value on the pricing date is approximately $969.10 per security (within $55.00 of that estimate). The pricing/strike date is October 30, 2025, with a single observation on October 30, 2030. The securities will not be listed on any exchange and are subject to the issuer’s credit risk.

At maturity: if the final index level is above the initial level, holders receive principal plus a leveraged upside payment at a 183% leverage factor. If the final level is at or below the initial level but at or above 85% of the initial level (a 15% buffer), holders receive principal plus a positive return equal to the absolute decline, effectively capped at a 15% gain. If the final level is below the 85% buffer level, principal is reduced 1% for each 1% decline beyond the buffer, subject to a minimum payment at maturity of 15% of principal.

The notes are sold to fee‑based advisory accounts; MS&Co. will not receive a sales commission. Secondary market liquidity may be limited, and MS&Co. may, but is not obligated to, make a market. The product’s payoff depends solely on the closing level on the observation date, not on levels at other times.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Step-Down Jump Securities with an auto-call feature due October 26, 2028, linked to a weighted equity basket (AMZN 20%, PLTR 20%, AVGO 15%, CRWD 15%, GD 15%, NOC 15%). The issue price is $1,000 per security; the estimated value on the pricing date is approximately $969.20.

The notes may be automatically redeemed on scheduled determination dates for a cash amount corresponding to about 12.50% per annum, with early redemption payments per $1,000 ranging from $1,062.50 to $1,343.75 as call thresholds step down from 100% to 90% of the initial level. If held to maturity and not called: payment is $1,375 per security if the final level is at least 90% of initial; $1,000 if between 70% and 90%; otherwise, investors lose 1% of principal for every 1% decline below 70%.

The securities pay no periodic interest, are subject to the issuer’s and guarantor’s credit risk, and will not be listed. Per security, selling compensation is $20 plus a $1 structuring fee; proceeds to the issuer are $979.