Morgan Stanley Finance LLC Prices $8.89 Million Enhanced Buffered Jump Securities Linked to S&P 500 Index, Maturing October 2027

Structure and Terms of the Morgan Stanley Finance LLC Enhanced Buffered Jump Securities

The securities are issued under Morgan Stanley Finance LLC's Series A Global Medium-Term Notes program and are described in the disclosure as unsecured obligations of the issuer. They are fully and unconditionally guaranteed by Morgan Stanley, the parent entity. The offering was priced on July 10, 2026, with an original issue date of July 15, 2026 — three business days following the pricing date — and carries a maturity date of October 14, 2027, representing an investment term of approximately 1.25 years.

The aggregate principal amount of the offering is $8,888,000, with each individual security carrying a stated principal amount and issue price of $1,000. The securities will pay no periodic interest. Instead, all returns are delivered at maturity in a single cash payment, the size of which depends entirely on the closing value of the S&P 500® Index on the designated valuation date of October 11, 2027, subject to postponement for non-index business days and certain market disruption events, as the announcement states.

Fixed Upside Payment of 9.40% and the Role of the Downside Threshold

The core return mechanism for these securities is the fixed upside payment of $94 per security, representing 9.40% of the stated principal amount. The disclosure confirms that this fixed payment will be made to investors at maturity if — and only if — the final index value on the valuation date is at or above the downside threshold value of 6,817.851, which represents 90% of the initial index value of 7,575.39 established on the pricing date. In this scenario, investors would receive $1,094 per security regardless of by how much the index has risen above the threshold.

Critically, the securities do not allow investors to participate in any upside beyond the fixed payment. If the S&P 500® Index were to rise substantially above its initial value, investors would still receive only the $94 fixed payment in addition to their principal. This structure is designed, as the announcement describes, for investors who are comfortable forgoing open-ended equity gains in exchange for the certainty of a defined positive return in moderately bullish or moderately bearish market conditions.

Leveraged Downside Exposure Below the 10% Buffer Amount

If the S&P 500® Index closes below 6,817.851 — the downside threshold value — on the valuation date, the payment structure changes materially. Under these circumstances, the investor bears losses on a leveraged basis for every percentage point the index falls beyond the 10% buffer. The disclosure specifies a downside factor of 1.1111, meaning investors lose approximately 1.1111% of their stated principal for every 1% decline in the index beyond the buffer amount.

The filing is explicit that there is no minimum payment at maturity. Depending on the severity of the index's decline below the buffer, investors could receive significantly less than their initial $1,000 investment, and the announcement states directly that investors could lose their entire initial investment. The payment formula below the threshold is: $1,000 plus [$1,000 multiplied by (index percent change plus 10%) multiplied by the downside factor of 1.1111], which in severe downside scenarios produces a payment of zero.

Estimated Value on Pricing Date Versus the $1,000 Issue Price

One of the notable disclosures in this announcement concerns the difference between the issue price and the estimated fair value of the securities on the pricing date. The disclosure states that Morgan Stanley Finance LLC estimates the value of each security on the pricing date to be $973.70 — meaning there is an immediate embedded cost of $26.30 per security relative to the $1,000 price paid by investors at issuance. The announcement attributes this difference to costs associated with issuing, selling, structuring, and hedging the securities, all of which are borne by the investor at the point of purchase.

The announcement further explains that the estimated value is calculated using Morgan Stanley's own pricing and valuation models, incorporating market inputs and assumptions related to the S&P 500® Index, instruments based on that index, volatility, current and expected interest rates, and an interest rate related to the company's secondary market credit spread. The disclosure also notes that in determining the economic terms of the securities — including the fixed upside payment, downside threshold, buffer amount, and downside factor — an internal funding rate is used, which is described as likely to be lower than secondary market credit spreads, an arrangement the filing acknowledges is advantageous to the issuer.

Commission Structure and Proceeds Flowing From the Offering

The pricing supplement discloses the full commission and proceeds breakdown for this offering. The price to the public is $1,000 per security. The agent's commissions are detailed at $17.50 per security, of which a fixed sales commission of $17.50 is payable to selected dealers, including Morgan Stanley Wealth Management — an affiliate of the agent — and their financial advisors. Additionally, a structuring fee of $5 per security is payable to Morgan Stanley Wealth Management by the agent or its affiliates.

After these commissions and fees, the proceeds to Morgan Stanley Finance LLC are $977.50 per security. In aggregate, the total price to the public is $8,888,000, total agent commissions are $199,980, and total proceeds to the issuer are $8,688,020, as stated in the announcement. Investors should note that the agent, Morgan Stanley & Co. LLC, is an affiliate of the issuer and a wholly owned subsidiary of Morgan Stanley, which the disclosure identifies as a conflict of interest that is addressed in the supplemental plan of distribution section.

Credit Risk, FDIC Non-Insurance Status, and Unsecured Nature of the Obligations

The announcement makes clear that all payments on these securities are subject to the credit risk of Morgan Stanley Finance LLC and its guarantor, Morgan Stanley. In the event that Morgan Stanley Finance LLC defaults on its obligations, the announcement states that investors could lose some or all of their investment. The securities are explicitly described as unsecured obligations, meaning that investors will not have any security interest in, or access to, any underlying reference asset or assets in the event of a default.

Furthermore, the disclosure states that the securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. They are also not obligations of, or guaranteed by, a bank. These characteristics place the securities in a different risk category compared with conventional bank deposits or government-backed instruments, and the announcement directs investors to review the risk factors section of the pricing supplement for a fuller understanding of the risks involved.

S&P 500® Index as the Underlying Benchmark and the Valuation Date Mechanics

The underlying index for these securities is the S&P 500® Index, one of the most widely followed equity benchmarks in the United States. The initial index value was established at 7,575.39, which was the closing value of the S&P 500® Index on the pricing date of July 10, 2026. The downside threshold value of 6,817.851 is calculated as 90% of this initial level, effectively defining the boundary between full fixed return and leveraged loss territory at maturity.

The valuation date is set for October 11, 2027, which is three calendar days before the maturity date of October 14, 2027. The announcement notes that the valuation date is subject to postponement in the event of non-index business days or certain market disruption events. The index percent change — the key variable determining the payout — is calculated as the difference between the final index value on the valuation date and the initial index value of 7,575.39, divided by that initial index value. The securities will not be listed on any securities exchange, as confirmed by the disclosure.

Investor Profile and Suitability Considerations Outlined in the Disclosure

The announcement describes the securities as appropriate for a specific type of investor: those who seek an equity index-based return, are willing to accept principal risk, and are comfortable forgoing current income and any return above the fixed upside payment. The disclosure states that the securities can be used as an alternative to direct exposure to the S&P 500® Index for investors who want a fixed positive return of 9.40% if the index has appreciated or has not depreciated by more than 10% over the term. The product may also appeal to investors seeking to enhance returns in a moderately bullish or moderately bearish scenario.

The disclosure further notes that the securities are designed to provide a buffer against a specified level of negative performance — specifically the first 10% of decline. However, this buffer does not protect against losses beyond that 10% threshold, and the leveraged downside factor means that losses accelerate once the buffer is breached. The announcement strongly directs prospective investors to read the pricing supplement alongside the related product supplement, index supplement, tax supplement, and prospectus before making any investment decision.

CUSIP, ISIN Identifiers, and Listing Status of the Securities

For investors and financial professionals tracking this instrument, the announcement provides full identification details. The CUSIP number assigned to these securities is 61781HJY6, and the corresponding ISIN is US61781HJY62. These identifiers will be used for record-keeping, clearing, and settlement purposes in connection with the securities issued under Morgan Stanley Finance LLC's Series A Global Medium-Term Notes program.

The disclosure confirms that the securities will not be listed on any securities exchange, which has implications for liquidity. Investors who wish to sell prior to maturity would need to do so in the over-the-counter secondary market, where Morgan Stanley & Co. LLC may, but is not obligated to, make a market. The announcement notes that the secondary market price, in the absence of changes in market conditions including those related to the underlying index, would reflect the estimated value disclosed at pricing, but does not guarantee any specific secondary market pricing or liquidity.

Principal-at-Risk Designation and the Regulatory Context of This Offering

Throughout the pricing supplement, the securities are consistently labeled as "Principal at Risk Securities," a designation that reflects the absence of any minimum guaranteed repayment. The disclosure repeats on multiple occasions that investors could lose their entire initial investment in the securities, and this warning applies both to the scenario of a severe S&P 500® Index decline below the downside threshold and to the scenario of a Morgan Stanley Finance LLC credit default. The announcement notes that the Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, nor determined if the related documents are truthful or complete.

The securities are issued pursuant to Registration Statement Nos. 333-293641 and 333-293641-01, and were filed pursuant to Rule 424(b)(2). The announcement was filed on July 14, 2026, following the pricing date of July 10, 2026, and the original issue date of July 15, 2026. The immediate share price impact on Morgan Stanley's publicly traded securities was not clear from available public information, as is typical for structured note issuances of this nature, which form part of routine capital markets activity for large financial institutions. Investors may be watching how the S&P 500® Index performs relative to the 6,817.851 threshold through October 2027 as the primary determinant of the ultimate return on these securities.