Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is marketing Market-Linked, Auto-Callable Contingent Coupon Securities tied to Apple Inc. common stock (CUSIP 61778NJD4). Each $1,000 security may pay a quarterly coupon of >=10.85% p.a., but only when Apple’s closing price on the relevant calculation day is at least 80% of the initial price (the coupon threshold).

Beginning January 2026, the notes are automatically called at face value plus the current coupon if Apple closes at or above the starting price on any quarterly calculation day. If not called, principal is protected only down to the same 80% downside threshold; below that level investors are fully exposed to Apple’s negative return at maturity (January 26 2027). Investors do not participate in any upside on the stock beyond coupon payments.

The estimated value on the pricing date will be about $965.80 per $1,000 note, reflecting issuance, structuring and hedging costs. The securities will not be listed, may trade at a discount, and all payments are subject to Morgan Stanley’s credit risk. Dealers may earn up to $20.75 per note in commissions, with additional concessions of up to $15.00.

Key risks include loss of more than 20% (and potentially all) of principal, limited secondary liquidity, dependence on single-day observations for coupons, and tax uncertainty. The notes are complex, principal-at-risk products intended only for investors who understand the structure and underlying risks.

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to the worst performer among Apple (AAPL), JPMorgan Chase (JPM) and Walmart (WMT). The $1,000-denominated notes mature on 21 July 2028 and are fully and unconditionally guaranteed by Morgan Stanley, but remain senior unsecured obligations subject to issuer credit risk.

Key terms

• Contingent coupon: 13.25% p.a. (30/360 basis), payable quarterly only if the closing price of each stock is ≥ 80% of its initial level on the relevant observation date. Missed coupons “memory” forward and are paid at the next date that all three stocks meet the barrier.
• Auto-call feature: Beginning 20 July 2026 and quarterly thereafter, the notes are automatically redeemed at par plus the coupon (and any deferred coupons) if each stock closes ≥ 100% of its initial level.
• Principal at risk: If not auto-called, principal is protected only if every final stock level is ≥ 60% of its initial level. Otherwise, repayment equals par multiplied by the worst performer’s percentage return, exposing investors to up to 100% loss.
• Estimated value: ~ $971.40 (97.14% of issue price), reflecting structuring & hedging costs and an internal funding rate advantageous to the issuer.
• Secondary market/liquidity: The notes will not be listed; Morgan Stanley & Co. may provide a market but is not obligated to do so.
• Fees & conflicts: Sold only to fee-based advisory accounts; MS &Co. will not receive a sales commission but expects to profit from sale, structuring and hedging. FINRA Rule 5121 applies.

Investor profile: Suited to investors who 1) seek high contingent income, 2) believe none of the three stocks will fall ≥ 40% at maturity, and 3) are comfortable with credit risk, complex payoff mechanics, limited liquidity and potential 100% loss of principal.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing $1,000-denominated “KKR Jump Securities with Auto-Callable Feature” maturing 3 Aug 2028. The notes are linked to KKR & Co. Inc. common stock. If on the first determination date (5 Aug 2026) KKR closes at or above its initial level, the notes are automatically redeemed for $1,135–$1,145, delivering a 13.5-14.5 % gross return with no further upside. If not redeemed, at maturity investors receive 150 % of any positive stock performance, while principal is protected only down to the 60 % downside threshold; below that, losses mirror the stock decline (e.g., –41 % stock drop pays $590). No coupons are paid. The indicative value is $948.10, reflecting issuance fees and hedging costs, and the notes are unsecured, unlisted and subject to Morgan Stanley’s credit risk. Pricing date is 29 Jul 2025; CUSIP 61778NET4. Investors should consult the amended preliminary pricing supplement, product supplement and prospectus for full risk, tax and valuation details.