Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the ordinary shares of LyondellBasell Industries N.V., fully and unconditionally guaranteed by Morgan Stanley. The notes pay a contingent coupon at 19.25% per annum only when the underlier closes at or above the coupon barrier on the observation date. They are due October 27, 2028 and may auto-call at the stated principal amount plus the coupon if the underlier is at or above the 100% call threshold on a redemption determination date.

The barrier and downside threshold are each 60% of the initial level. If not called and the final level is below the downside threshold, repayment of principal is reduced 1% for each 1% decline in the underlier, potentially to zero. Denomination is $1,000 per security, with issue price of $1,000 and an estimated value on the pricing date of approximately $915.20. The notes are unsecured, subject to the issuer’s and guarantor’s credit risk, and will not be listed. First redemption determination date is January 26, 2026, with scheduled quarterly dates thereafter.

Morgan Stanley Finance LLC is offering Conditional Lookback Entry Trigger PLUS, unsecured structured notes fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest, put principal at risk, and are based on the worst performer among the iShares Russell 1000 Growth ETF (IWF), the iShares S&P 500 Growth ETF (IVW), and the S&P 500 Futures Excess Return Index (SPXFP).

The issue price is $1,000 per security, with an estimated value on the pricing date of approximately $941.90 per security. The leverage factor for upside is 180%. Key dates include a pricing date of October 24, 2025, an observation date of April 24, 2031, and a maturity date of April 29, 2031. Upside accrues only if each underlier finishes at or above its upside threshold level (105%). Limited protection applies down to the downside threshold (generally 75%), and a knock-in can occur if any underlier closes below 90% of its initial level during the initial observation period.

All payments are subject to the issuer’s and guarantor’s credit risk. The notes will not be listed on any exchange. Sales are intended for fee-based advisory accounts; MS&Co. will not receive a sales commission.

Morgan Stanley Finance LLC plans to issue Contingent Income Auto‑Callable Securities due October 26, 2028, linked to Bank of America (BAC) common stock and fully and unconditionally guaranteed by Morgan Stanley. These are principal-at-risk notes with a $1,000 issue price per security and an estimated value of approximately $970.60 per security on the pricing date.

The notes pay a contingent coupon at 9.00% per annum only if BAC’s closing level is at or above the coupon barrier (70% of the initial level) on each observation date. They are auto‑callable at the stated principal amount plus the applicable coupon if BAC’s closing level is at or above the call threshold (100% of the initial level) on any redemption determination date, starting January 22, 2026.

If not called, at maturity investors receive the stated principal amount if the final level is at or above the downside threshold (70% of the initial level), plus the final coupon if payable. If the final level is below the downside threshold, repayment is reduced 1% for each 1% decline in BAC, which can result in a substantial loss, up to zero. All payments are subject to the credit risk of Morgan Stanley and MSFL; the securities will not be listed.

Morgan Stanley Finance LLC filed a preliminary 424(b)(2) pricing supplement for Contingent Income Memory Auto-Callable Securities linked to Eli Lilly (LLY), fully and unconditionally guaranteed by Morgan Stanley. The notes offer a contingent coupon at an annual rate of 10.00% when the underlier is at or above the coupon barrier on observation dates and may auto-call if the underlier is at or above the 100% call threshold on specified redemption determination dates starting January 23, 2026.

The notes mature on October 26, 2029, with principal repayment only if the final level is at or above the downside threshold; otherwise investors lose 1% of principal for each 1% decline. The issue price is $1,000 per security; placement agent fees will not exceed $25 per $1,000, implying $975 proceeds per security. The estimated value on the pricing date is approximately $971.40 per security. The coupon barrier and downside threshold will be set on pricing and are each at most 69.75% of the initial level. The securities are unsecured, subject to issuer and guarantor credit risk, and will not be listed.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Jump Securities with an auto-call feature tied to the worst performer of the EURO STOXX 50 Index, SPDR S&P MidCap 400 ETF (MDY), and VanEck Semiconductor ETF (SMH).

Each $1,000 security may be automatically redeemed for $1,500 on May 5, 2027 if, on April 30, 2027, the closing level of each underlier is at or above its call threshold (100% of its initial level). If not called and at maturity on October 28, 2030 all underliers finish above their initial levels, holders receive principal plus an upside payment equal to 300% of the worst performer’s gain. If any underlier is at or below its initial but all are at or above the downside threshold (60% of initial), repayment is stated principal only. If any underlier finishes below its downside threshold, the payout is reduced 1% for every 1% decline of the worst performer and could be zero.

The estimated value on the pricing date is approximately $966.70 per security. The notes pay no interest, are unsecured, subject to issuer and guarantor credit risk, and will not be listed.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an auto-call feature linked to the S&P 500 Index, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes do not pay interest and may not return principal.

The notes may be automatically redeemed on the first determination date, November 6, 2026, if the S&P 500 closing level is at or above 100% of the initial level, paying $1,090 per $1,000 security on November 12, 2026. If not called, at maturity on October 28, 2027: if the final level exceeds the initial level, investors receive the stated principal plus an upside payment based on a participation rate of at least 174.55%; if the final level is at or below the initial level but at or above the 90% buffer, investors receive only principal; if below the buffer, investors lose 1.1111% of principal for each 1% decline beyond the 10% buffer, with no minimum payment.

The issue price is $1,000 per security, estimated value approximately $980.60 per security, and agent fees up to $15 per $1,000 (proceeds to issuer $985 per security). The notes are unsecured obligations subject to the credit risk of MSFL and Morgan Stanley and will not be listed on an exchange.

Morgan Stanley Finance LLC launched a preliminary pricing supplement for Buffered PLUS, unsecured notes fully and unconditionally guaranteed by Morgan Stanley, linked to the S&P 500 Futures Excess Return Index and due October 30, 2031. The notes pay no interest and are issued at $1,000 per security.

At maturity, investors receive principal plus a leveraged return if the index rises; the leverage factor will be at least 195%. If the index is flat to down but above the 80% buffer level, investors receive principal back. Below the buffer, principal loss matches the decline beyond the 20% buffer, subject to a minimum payment of 20% of principal. The observation date is October 27, 2031.

The estimated value on the pricing date is approximately $959.40 per security (within $40). The notes will not be listed, are subject to the issuers’ credit risk, and are intended for fee‑based advisory accounts.

Morgan Stanley Finance LLC launched a preliminary 424(b)(2) pricing for Enhanced Trigger Jump Securities due October 28, 2027, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk, unsecured notes pay no interest and are linked to the worst performing of the S&P 500, Nasdaq-100 and Russell 2000.

At maturity, if the final level of each index is at or above its downside threshold, investors receive the $1,000 principal plus a fixed $170 upside payment per note. If any index is below its threshold, the payout declines 1% for each 1% drop in the worst performer, and can be zero. The downside threshold for each index is 65% of its initial level, measured on the October 25, 2027 observation date.

The original issue price is $1,000 per security, with an estimated value of approximately $987.80 on the pricing date. The notes will not be listed. Sales are to fee-based advisory accounts; MS&Co. expects no sales commission. All payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC launched a preliminary pricing supplement for Partial Principal at Risk Notes linked to the SPDR Gold Trust (GLD), fully and unconditionally guaranteed by Morgan Stanley. The notes offer 100% participation in GLD’s price change at maturity, capped by a maximum payment at maturity of at least $1,130.50 per note, and provide a partial principal return amount of 95% of the stated principal.

The notes pay no interest. At maturity on November 12, 2026, investors receive $1,000 plus any upside (subject to the cap) if GLD rises; if GLD falls, investors lose 1% of principal for each 1% decline, but not below the 95% partial principal return amount. Key dates include a strike/pricing date of October 24, 2025 and an observation date of November 6, 2026.

The issue price is $1,000 per note, with agent fees of $10 per $1,000 and an estimated value of approximately $982.40 per note. The notes will not be listed. MS&Co. acts as agent; J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will serve as placement agents.