Morgan Stanley SEC Filings

Morgan Stanley Finance LLC announced a new offering of Callable Contingent Income Securities due October 26, 2028, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performer among the Technology Select Sector SPDR Fund (XLK), the Utilities Select Sector SPDR Fund (XLU) and the Nasdaq-100 Technology Sector Index (NDXT).

The notes pay a contingent coupon at 9.50% per annum only if, on each observation date, the closing level of each underlier is at or above its coupon barrier (70% of initial). If any underlier is below its barrier, no coupon is paid for that period. At maturity, if any underlier finishes below its downside threshold (60% of initial), repayment of principal is reduced 1% for each 1% decline in the worst performer, and could be zero.

The issuer may redeem early on specified dates beginning October 28, 2026 if a risk neutral valuation model indicates redemption is economically rational for the issuer; if called, investors receive the principal plus any due coupon, and no further payments. The issue price is $1,000 per security, with an estimated value of approximately $978.20 on the pricing date. The securities will not be listed; all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC announced a preliminary 424(b)(2) pricing supplement for Buffered Partial Participation Securities linked to the Russell 2000 Futures Excess Return Index, fully and unconditionally guaranteed by Morgan Stanley (MS). Each note has a $1,000 stated principal amount, pays no interest, and matures on October 27, 2027 after an observation on October 22, 2027.

At maturity: if the final index level is above the initial level, holders receive principal plus an upside payment equal to 75% of the index appreciation. If the final level is at or below the initial level but at or above the buffer level (70% of initial), repayment is principal only. Below the buffer, principal is reduced 1% for each 1% decline beyond the 30% buffer, subject to a minimum payment of 30% of principal.

The securities are unsecured, subject to MS/MSFL credit risk, and will not be listed. The estimated value on the pricing date is approximately $984.30 per security (within $25 of that estimate). Sales are to fee-based advisory accounts; MS&Co., an affiliate, acts as agent. The underlier’s closing level was 341.65 on October 20, 2025.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities due November 4, 2030 linked to the S&P 500 Futures Excess Return Index. The notes pay no interest, are unsecured, and are subject to issuer and guarantor credit risk. Each security has a $1,000 stated principal amount and will not be listed on any exchange. The estimated value on the pricing date is approximately $971.50 per security (within $55 of that estimate).

At maturity, if the final index level is at or above the 15% buffer level, investors receive the stated principal plus the greater of the $424 upside payment (42.40%) or the performance-based amount. If the final level is below the buffer, principal is reduced 1% for each 1% decline beyond the buffer, with a minimum payment of 15% of principal. Key dates: strike/pricing October 30, 2025, observation October 30, 2030, and maturity November 4, 2030. Sales are to fee-based advisory accounts; MS&Co. expects to make a market but is not obligated to do so.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering principal-at-risk Contingent Income Auto-Callable Securities linked to NVIDIA Corporation common stock. Each security has a $1,000 issue price and matures on November 3, 2028, with the strike and pricing date on October 31, 2025. The estimated value on the pricing date is approximately $968.80 per security (or within $45 of that estimate).

The notes pay a 16.50% per annum contingent coupon only if NVDA’s closing level is at or above the coupon barrier on the observation date. They are auto-callable if NVDA closes at or above the call threshold (100% of the initial level) on specified determination dates, returning principal plus the applicable coupon.

If not called, at maturity investors receive principal only if the final level is at or above the downside threshold (70% of the initial level); otherwise, the payoff declines 1% for each 1% drop in NVDA from the initial level and could be zero. The securities are unsecured, subject to the issuer’s and guarantor’s credit risk, and will not be listed. Observation and coupon dates run quarterly from January 30, 2026 through the final observation on October 31, 2028.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Enhanced Buffered Jump Securities linked to the SPDR S&P Metals & Mining ETF. The notes pay no interest and do not guarantee principal. Each $1,000 security offers an upside payment of at least $176.50 (17.65%) if the final level is greater than or equal to the buffer level.

The buffer level is 90% of the initial level; below that, repayment is reduced by 1.1111% for each 1% decline beyond the 10% buffer, with no minimum—repayment could be zero. Key dates: strike and pricing on October 24, 2025; original issue on October 29, 2025; observation on November 6, 2026; maturity on November 12, 2026. The issue price is $1,000, estimated value about $975.50 per security, and placement/agent fees of $10 per $1,000 (proceeds to issuer $990 per security). The securities will not be listed, and all payments are subject to Morgan Stanley’s credit risk.

Morgan Stanley Finance LLC is offering Dual Directional Buffered PLUS, unsecured notes linked to the S&P 500 Futures Excess Return Index and fully and unconditionally guaranteed by Morgan Stanley. The notes pay no interest and return depends on index performance at maturity.

If the final index level is above the initial level, investors receive principal plus a leveraged upside at at least 173% of the index gain. If the final level is at or below the initial but at or above the buffer level, investors receive principal plus the absolute decline (capped at a 20% positive return). If the final level falls below the buffer, investors lose 1% of principal for each 1% drop beyond the 20% buffer, subject to a minimum payment at maturity of 20% of principal. Key terms: price to public $1,000 per security; estimated value on pricing date approximately $972.20 per security; strike/pricing date October 31, 2025; observation date October 31, 2030; maturity November 5, 2030. The securities will not be listed; all payments are subject to issuer and guarantor credit risk.

Morgan Stanley Finance LLC launched a preliminary offering of Contingent Income Memory Auto-Callable Securities due April 26, 2030, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performer of the Nikkei Stock Average (NKY) and the VanEck Junior Gold Miners ETF (GDXJ).

The notes pay a contingent coupon at 9.10% per annum on scheduled dates only if both underliers close at or above their coupon barrier (70% of initial) on the related observation date; missed coupons can be paid later if a future observation meets the barrier. The notes auto-call, paying par plus due coupons, if on any redemption determination date both underliers are at or above the call threshold (90% of initial), starting October 23, 2026.

If uncalled, at maturity investors receive par only if both underliers are at or above the downside threshold (60% of initial); otherwise the payoff is reduced 1% for each 1% decline of the worst underlier, which could result in a zero return of principal. Issue price is $1,000 per note; the estimated value on the pricing date is approximately $929.30 per note. The securities are unsecured, subject to Morgan Stanley’s credit risk, and will not be listed.

Morgan Stanley Finance LLC plans to issue Contingent Income Auto‑Callable Securities due October 27, 2028, linked to Stanley Black & Decker, Inc. (SWK), fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes pay a contingent coupon at 14.90% per annum on scheduled dates only if the stock closes at or above the coupon barrier on the related observation date.

The notes may be automatically called on specified quarterly dates if SWK is at or above the 100% call threshold, returning the $1,000 stated principal plus the coupon for that period. If not called, and at maturity SWK is at or above the downside threshold (60% of the initial level), investors receive principal back (plus the final coupon if payable). If the final level is below that threshold, repayment is reduced 1% for each 1% decline, potentially to zero. The issue price is $1,000 per security; the estimated value on the pricing date is approximately $965 per security (or within $30 of that estimate). First potential call is January 26, 2026; maturity is October 27, 2028. The securities will not be listed on any exchange and all payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering market‑linked notes tied to the Class A common stock of Bloom Energy Corporation. The notes pay no interest and return principal at maturity on January 28, 2027, with upside linked to the stock’s performance, subject to a cap.

At maturity, holders receive $1,000 per note plus an upside payment equal to 100% of the stock’s appreciation, capped at a maximum payment of $1,112 per note (111.20%). If the final stock level is at or below the initial level, investors receive only the stated principal amount. The price to public is $1,000 per note, and the notes will not be listed on any exchange.

Key dates include a strike/pricing date of October 24, 2025, an observation date of January 25, 2027 (subject to postponement), and an original issue date of October 29, 2025. The issuer’s estimated value on the pricing date is approximately $981.70 per note (within $25.00). All payments are subject to the issuer’s and guarantor’s credit risk, and secondary market liquidity may be limited.