Morgan Stanley Finance Issues $4.955 Million Trigger GEARS Linked to Global Index Basket With 1.505x Upside Leverage

Composition and Weighting of the Global Index Basket

The Trigger GEARS securities are linked to the performance of a diversified basket of six global indices with specific weighting allocations designed to provide exposure across developed and emerging markets. The EURO STOXX 50 Index represents the largest component at 30 percent weighting, with an initial level of 6,316.99 as of the trade date. The MSCI Emerging Markets Index comprises 25 percent of the basket, reflecting exposure to developing economies, with an initial level of 1,654.48.

The remaining indices provide regional diversification across Asia-Pacific and Europe. The Nikkei Stock Average carries an 18.75 percent weighting with an initial level of 66,115.60, while the FTSE 100 Index comprises 13.125 percent with an initial level of 10,716.97. The Swiss Market Index represents 7.50 percent of the basket at an initial level of 14,315.88, and the S&P/ASX 200 Index comprises the smallest allocation at 5.625 percent with an initial level of 8,822.973. This multi-regional structure creates exposure to economically significant markets across Europe, emerging markets, Japan, United Kingdom, Switzerland, and Australia.

Upside Gearing Mechanism and Return Structure

The securities employ a leveraged return structure through the upside gearing feature, which applies a multiplier of 1.505 to positive basket returns. According to the disclosure, if the basket return exceeds zero percent at maturity, Morgan Stanley Finance will pay investors the full principal amount plus a return calculated by multiplying the principal amount by the basket return by the upside gearing factor of 1.505. This structure permits investors to achieve returns that exceed the underlying basket performance by approximately 50.5 percent on the positive side.

The gearing mechanism incentivizes investors to accept principal risk in exchange for enhanced upside participation. The price to public of $10.00 per security reflects the estimated value of $9.497 per security on the trade date, with the difference attributable to underwriting costs. Investors should note that there is no predetermined maximum gain on the securities, meaning returns are entirely dependent on basket performance multiplied by the 1.505 gearing factor, subject to the contingent principal repayment structure at maturity.

Downside Protection Framework and Principal at Risk

The securities incorporate a contingent repayment mechanism that provides limited downside protection but exposes investors to substantial losses under adverse market conditions. The disclosure establishes a downside threshold set at 75 percent of the initial basket level, meaning the basket can decline 25 percent before maximum principal loss occurs. If the basket return is less than or equal to zero percent and the final basket level remains at or above the 75 percent threshold, Morgan Stanley Finance will repay the full principal amount at maturity without additional return.

However, if the final basket level falls below the 75 percent downside threshold, investors face proportionate principal loss corresponding to the negative basket return. The disclosure explicitly states that investors may lose a significant portion or all of their principal amount if market conditions deteriorate substantially. This structure means that losses accelerate below the threshold without limit, creating meaningful downside market risk in addition to the underlying credit risk of Morgan Stanley as the guarantor. Investors will not receive interest or dividend payments during the five-year term, making the principal repayment and return upon maturity the sole source of value.

Credit Risk and Guarantee Structure

The securities are issued by Morgan Stanley Finance LLC and carry a full and unconditional guarantee from Morgan Stanley, the parent company. This guarantee structure means that all payment obligations, including principal repayment and any return at maturity, depend on Morgan Stanley's continued creditworthiness and ability to meet its obligations. The disclosure emphasizes that investors purchasing these securities are assuming the credit risk inherent in Morgan Stanley debt obligations in addition to the market risk linked to the global index basket performance.

The securities are unsecured and unsubordinated debt instruments, indicating that investors have no security interest in any underlying reference assets or collateral. In the event of a Morgan Stanley default, investors would be general unsecured creditors with no preference over other debt holders and no access to specific assets to recover their investment. The disclosure warns that if Morgan Stanley defaults on its obligations, investors could lose some or all of their investment, making this a subordinate consideration to the structural market risk inherent in the securities themselves.

Terms, Dates, and Maturity Profile

The securities were priced and traded on July 22, 2026, with settlement occurring on July 24, 2026. The final valuation date and maturity date are both scheduled for July 24, 2031, providing a five-year investment horizon. However, the disclosure notes that these dates remain subject to postponement in the event of a market disruption event or if the final valuation date falls on a non-index business day. This postponement provision provides flexibility for Morgan Stanley to ensure proper valuation of the underlying indices under normal market conditions.

The minimum investment requirement is 100 securities per investor, effectively requiring a minimum principal commitment of $1,000 based on the $10.00 per security price to public. This minimum investment threshold establishes this as a product suited for investors with substantial capital and sophisticated understanding of structured products. The contingent repayment of principal applies only if investors hold the securities to maturity, meaning early redemption or sale in secondary markets would result in market-value pricing that could differ substantially from the conditional repayment guarantee.

Distribution, Pricing, and Underwriting Economics

The total offering amount is $4.955 million across 495,500 securities, with pricing established at $10.00 per security. UBS Financial Services Inc. acts as the dealer in this offering and receives a fixed sales commission of $0.35 per security from Morgan Stanley & Co. LLC, who serves as the agent. The total underwriting discount across the offering amounts to $173,425, with net proceeds to Morgan Stanley Finance of $4,781,575 after subtracting underwriting costs.

Morgan Stanley & Co. LLC, serving as agent, is an affiliate and wholly owned subsidiary of Morgan Stanley, establishing a related-party relationship in the offering structure. The estimated value of $9.497 per security on the trade date represents the valuation before the $0.35 underwriting discount, suggesting the fair value component of the security pricing. This pricing structure reflects the market value of the leveraged basket exposure plus the embedded derivatives and contingent principal feature, less the distribution costs associated with bringing the securities to market.

Investment Suitability and Risk Considerations

The disclosure emphasizes that these securities are significantly riskier than conventional debt instruments and are not appropriate for all investors. The terms explicitly state that Morgan Stanley Finance may not be obligated to repay the full principal amount, creating uncertainty regarding the outcome at maturity. The securities carry both market risk similar to the underlying indices, which can result in loss of a significant portion or all investment at maturity, and credit risk inherent in purchasing Morgan Stanley debt obligations.

Potential investors are warned that they should not purchase the securities if they do not understand or are uncomfortable with the significant risks involved. The disclosure notes that the securities will not be listed on any securities exchange, meaning investors cannot easily liquidate positions in secondary markets and must hold until maturity to benefit from the contingent principal repayment provision. The combination of leverage on the upside, unlimited downside exposure below the 75 percent threshold, credit risk, lack of interim income, and illiquidity makes these securities suitable only for investors with specific risk tolerance, investment horizon, and financial capacity to absorb potential principal loss.

Registration and Prospectus Documentation

The offering is made pursuant to Registration Statement Nos. 333-293641 and 333-293641-01, with the pricing supplement filed under Rule 424(b)(2) on July 23, 2026. Morgan Stanley and MSFL have filed comprehensive prospectus documentation with the SEC, including a base prospectus dated April 8, 2026, a prospectus supplement dated April 8, 2026, an index supplement dated April 8, 2026, and a tax supplement dated April 8, 2026. These materials are publicly available on the SEC EDGAR system and provide detailed information regarding Morgan Stanley, MSFL, the index methodology, tax implications, and the complete terms and conditions governing the securities.

The disclosure notes that neither the SEC nor any other regulatory body has approved or disapproved the securities or passed upon the adequacy or accuracy of the pricing supplement or accompanying materials. Investors are directed to read the full prospectus documents for complete information about the offering and are informed they may obtain copies of these documents without charge by visiting the SEC website or by contacting Morgan Stanley or the dealer. The securities are confirmed not to be deposits, savings accounts, FDIC-insured instruments, or obligations guaranteed by any bank, clarifying their status as structured debt products rather than traditional banking products.

Market Disruption and Administrative Considerations

The securities incorporate provisions addressing market disruption scenarios that could affect index calculation or settlement. The final valuation date and maturity date may be postponed if a market disruption event occurs or if these dates fall on non-index business days, ensuring that the valuation of the underlying indices reflects normal market conditions. This postponement mechanism protects investors from distorted valuations resulting from exchange closures, trading halts, or other extraordinary market events that could prevent normal index calculation.

The CUSIP number for the securities is 61780K202, with the corresponding ISIN designation US61780K2024, providing standardized identifiers for trading and settlement purposes. These identifiers enable investors, dealers, and market participants to track and transact in the securities through standard financial infrastructure. The securities carry specific index Bloomberg tickers corresponding to each basket component, allowing real-time monitoring of basket performance throughout the investment period.