Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities (CIACS) due July 23, 2030 that are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of three large-capitalisation equities—Apple Inc. (AAPL), NIKE Inc. Class B (NKE) and UnitedHealth Group Inc. (UNH)—and are issued in $1,000 denominations under the Series A Global MTN programme.

Coupon mechanics: Investors may earn a contingent coupon of 24.25% p.a. (≈ $60.625 per quarter) on each scheduled coupon payment date only if the closing price of each underlier on the corresponding observation date is at least 70 % of its initial level (the “coupon barrier”). If any underlier closes below its barrier, the coupon for that period is forfeited; missed coupons are not recaptured.

Automatic early redemption: Beginning 20 Oct 2025 and quarterly thereafter, the notes will be automatically redeemed at par plus the current coupon if all three underliers are at or above 100 % of their initial levels (the “call threshold”) on a redemption determination date. Early redemption shortens investors’ exposure and terminates future coupon potential.

Maturity payment: If not called earlier, the notes mature on 23 Jul 2030. • If the final level of each stock is ≥ 60 % of its initial level (the “downside threshold”), investors receive par plus any final coupon. • If any stock is <60 % of its initial level, principal is reduced 1-for-1 with the worst performer’s decline, potentially to $0. Investors do not benefit from any upside appreciation in the shares.

Key economic terms (exact levels set on the 18 Jul 2025 strike date):

• Coupon barrier: 70 % of each initial level
• Downside threshold: 60 % of each initial level
• Issue price: $1,000; estimated value: ≈ $968.30 (reflecting dealer margins & hedging costs)
• Listing: None; secondary liquidity depends solely on MS&Co.
• Use restricted to fee-based advisory accounts; no sales commission charged

Principal risks include: (i) loss of up to 100 % of principal if any underlier breaches the downside threshold at maturity; (ii) potential to receive no coupons during the entire term; (iii) credit risk of Morgan Stanley and MSFL; (iv) market, correlation and volatility risks tied to the three equities; (v) limited or no secondary market; and (vi) an issue price that exceeds the dealer’s model value, leading to negative initial yield.

Target investors are those comfortable with equity-linked downside risk, willing to forego upside participation, and seeking high contingent income that may be interrupted or cease entirely. The product is unsuitable for investors who require principal protection, stable income, or ready liquidity.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the common stock of UnitedHealth Group Incorporated (UNH). The notes mature on August 3, 2028 unless called earlier and are fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and will be issued under the Series A Global Medium-Term Notes program.

Coupon mechanics. Investors may receive a quarterly contingent coupon at an annualized 16.00 % rate, but only when the closing level of UNH on the relevant observation date is at or above the coupon barrier (70 % of the initial level). Missed coupons are not made up.

Automatic early redemption. Starting with the first determination date on October 31, 2025, the notes will be redeemed at par plus the coupon if UNH closes at or above the call threshold (100 % of the initial level) on any of eleven scheduled dates. Once redeemed, no further payments are made.

Principal repayment at maturity. • If not previously called and UNH’s final level is ≥ the downside threshold (70 % of the initial level), holders receive full principal plus any due coupon. • If the final level is < the downside threshold, repayment is principal multiplied by the performance factor, resulting in a 1-for-1 downside loss and potential total loss of principal.

Credit considerations. The securities are unsecured obligations of MSFL and rank pari passu with Morgan Stanley’s other unsecured debt. Payment is subject to Morgan Stanley’s credit risk; a default could lead to loss of principal and coupons.

Pricing economics. The estimated value on the pricing date will be approximately $963.60 (±$45), below the $1,000 issue price because it includes distribution and hedging costs and uses an internal funding rate favorable to the issuer. Secondary market values will reflect dealer spreads and Morgan Stanley credit spreads and may be materially below issue price.

Liquidity. The notes will not be listed on any exchange. MS & Co. may act as a market maker but is not obliged to provide liquidity. Investors should be prepared to hold to maturity.

Investor profile. The product suits investors seeking potentially high contingent income and willing to accept: 1) full downside exposure below a 30 % buffer, 2) risk of zero coupons, 3) issuer credit risk, and 4) limited liquidity. Investors do not participate in any UNH price appreciation.

Key dates (subject to adjustment).

• Strike / Pricing date: July 31, 2025
• Original issue date: August 5, 2025
• First call determination: October 31, 2025
• Final observation date: July 31, 2028
• Maturity: August 3, 2028

Identifiers. CUSIP 61778NLA7 | ISIN US61778NLA71