Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering principal-at-risk, contingent income auto-callable securities linked to Five Below, Inc. common stock. Each note has a stated principal amount of $1,000, a contingent coupon at an annual rate of 12.50% and an estimated value on the pricing date of approximately $967.70. The notes may be automatically redeemed early if the underlier meets the call threshold (100% of the initial level) on any redemption determination date. If not redeemed, investors receive principal at maturity only if the final level is at or above the downside threshold (55% of the initial level); otherwise payment at maturity is reduced pro rata and could be zero. All payments are subject to the issuer’s and guarantor’s credit risk.

Morgan Stanley Finance LLC is offering market-linked notes due July 3, 2031, fully guaranteed by Morgan Stanley, that pay no interest and return at least the $1,000 stated principal per note at maturity plus a supplemental redemption amount, if any, based on a basket of five equity indices. The notes provide 119.78% participation in any positive basket appreciation measured from an initial basket value of 100 to the final basket closing value on the determination date of June 30, 2031. The estimated value on the pricing date is approximately $946.70 per note (original issue price $1,000), reflecting embedded costs and hedging. All payments are subject to the issuer’s credit risk and the notes will not be listed; secondary market liquidity may be limited.

Morgan Stanley Finance LLC is offering principal-at-risk auto-callable securities due March 27, 2031, fully and unconditionally guaranteed by Morgan Stanley. Each security has a stated principal amount of $1,000 and a contingent annual coupon of 10.75% payable only when all three underliers meet their coupon barrier levels on observation dates.

The notes are linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500. Key structural levels (to be fixed on the strike date) are a call threshold of 100%, a coupon barrier of 75% and a downside threshold of 60% of each underlier’s initial level. If not auto‑redeemed and the worst performing underlier finishes below its downside threshold, principal loss equals the percent decline of that worst underlier; payments could be significantly less than, or equal to, zero. All payments are subject to the issuer’s credit risk.

Morgan Stanley Finance LLC is offering principal-at-risk structured notes linked to the S&P 500® Futures Excess Return Index with a three-year term and an automatic early redemption feature. Each security has a $1,000 stated principal amount and an illustrative estimated value of $984.50 on the pricing date. The notes pay no regular interest, carry a 10% buffer (buffer level = 90% of the initial level) and a 248% participation rate for upside at maturity. If the underlier is at or above the call threshold on the first determination date (June 23, 2027), the notes auto-redeem for an early redemption payment of $1,140. At maturity (June 22, 2029), payments depend on the final level relative to the initial and buffer levels and are subject to the issuer's credit risk.

Morgan Stanley Finance LLC priced an offering of principal-at-risk, auto-callable market-linked securities linked to the lowest performing of The Boeing Company common stock and Shopify Inc. Class A shares, with a face amount of $1,000 per security and a maturity date of June 14, 2029. The securities carry a 325% participation rate in positive performance of the lowest performing underlying stock, an estimated pricing-date value of $915.00 per security and an initial price to public of $1,000 per security. The securities are automatically called for a cash $1,400 call payment on the specified call date if each underlying stock closes at or above its call price on the call date.

The offering includes specific starting prices (BA $209.00, SHOP $108.20), call prices (95% of starting prices) and threshold prices (60% of starting prices: $125.40 for BA; $64.92 for SHOP). If not called, maturity payments depend on the lowest performing underlying stock and may cap positive returns at 40% under the contingent absolute return feature or expose investors to losses greater than 40, including possible total loss.

Morgan Stanley Finance LLC is offering Principal at Risk notes due March 28, 2030 that are unsecured obligations of MSFL and fully guaranteed by Morgan Stanley. Each security has a $1,000 stated principal amount and a contingent annual coupon of 9.05% payable only when each of the Nasdaq-100, Russell 2000 and S&P 500 closing levels meets its coupon barrier on observation dates. The notes are auto-callable on specified dates if each underlier meets its call threshold; otherwise investors face downside exposure tied to the worst performing underlier, with a downside threshold at 70% of the initial level and coupon barriers at 75%.

The estimated value on the pricing date is approximately $958 per security. All payments are subject to Morgan Stanley’s credit risk, the securities do not guarantee return of principal, and investors do not participate in any appreciation of the underliers.

Morgan Stanley Finance LLC is offering Principal at Risk, contingent-income, auto-callable securities based on the S&P® 500 Futures 40% Intraday 4% Decrement VT Index. The securities have a stated principal amount of $1,000 per security, an issue price of $1,000, a pricing and strike date of June 26, 2026, an original issue date of July 1, 2026 and a maturity date of July 1, 2031.

The notes pay a contingent coupon at an annual rate of 9.65% on each coupon payment date only if the underlier’s closing level on the related observation date is at or above the coupon barrier (set at 60% of the initial level). The securities are subject to automatic early redemption when the underlier is at or above the call threshold (set at 100% of the initial level) on a redemption determination date. If not redeemed, principal repayment at maturity depends on the final level relative to the downside threshold (set at 50% of the initial level): full principal if final level ≥ downside threshold, otherwise a pro rata loss equal to the underlier’s decline.

Morgan Stanley Finance LLC priced a Preliminary Pricing Supplement for Buffered PLUS with Downside Factor notes due June 21, 2030. Each note has a $1,000 stated principal amount and is fully and unconditionally guaranteed by Morgan Stanley. The securities reference the iShares S&P 500 Growth ETF (IVW), the S&P 500 Equal Weight Index (SPW) and the S&P 500 Index (SPX). At maturity the payment depends on the worst performing underlier: investors receive leveraged upside of 155.25% of appreciation if the worst underlier is up, par ($1,000) if the worst underlier finishes within the 25% buffer, and suffer losses of 1.3333% of principal for every 1% decline beyond the 25% buffer. The pricing-date estimated value was approximately $959.70 per security and the original issue price is $1,000.

Morgan Stanley Finance LLC priced Trigger PLUS principal-at-risk notes due June 13, 2031 linked to the worst performing of XLE, XLK and SMH. The securities have a stated principal amount of $1,000 per security, an aggregate offering of $764,000, and an estimated value on the pricing date of $960.00 per security.

At maturity the payment is determined by the worst performing underlier: investors receive the stated principal plus a 530% leveraged upside on appreciation if the worst underlier finishes above its initial level; return of principal only if the worst underlier finishes between its initial level and a downside threshold equal to 60% of the initial level; and a pro rata loss equal to the percentage decline of the worst underlier if it finishes below its downside threshold, with no minimum payment.