Morgan Stanley Issues $6.8 Million Trigger Autocallable Notes Linked to S&P 500 Index

Structure and Automatic Callability Features

The Trigger Autocallable Notes disclosed in this offering represent unsecured and unsubordinated debt obligations of Morgan Stanley Finance LLC, with full and unconditional guarantee by Morgan Stanley. The securities are structured with an automatic call mechanism that activates beginning one year after the Trade Date. Beginning with the August 2, 2027 quarterly Observation Date and continuing through each subsequent quarterly observation period including the Final Observation Date of July 24, 2028, if the closing level of the S&P 500 Index equals or exceeds the Initial Level of 7,411.98, Morgan Stanley Finance LLC will automatically call the Securities and pay investors the principal amount plus a Call Return that varies depending on the specific Observation Date.

The Call Return will reflect a fixed Call Return Rate on a per-annum basis of 9.55%, according to the disclosure. This means that if the Securities are called on an early Observation Date, the Call Return will be calculated proportionally based on when during the two-year life of the Securities the automatic call event occurs. The automatic call feature eliminates the possibility of additional upside participation beyond the fixed Call Return rate, regardless of how far the S&P 500 Index rises above the Initial Level during the observation period.

Pricing and Public Offering Terms

The Securities are being offered at a Price to Public of $10 per Security, with a minimum investment of $1,000 and denominations available in multiples of $10. The total offering size is $6,838,000. Morgan Stanley Finance LLC will receive net proceeds of $6,718,335 after deducting underwriting compensation of $119,665. Each security carries an underwriting discount of $0.175 per unit, which will be received by UBS Financial Services Inc., acting as dealer, from Morgan Stanley & Co. LLC, the agent.

The estimated value of each Security on the Trade Date was $9.772 per unit, according to the filing. Settlement of the offering is scheduled for July 29, 2026, five business days following the July 24, 2026 Trade Date. Morgan Stanley & Co. LLC, which serves as the agent for this offering, is an affiliate and wholly owned subsidiary of Morgan Stanley. The Securities are not listed on any securities exchange and will trade only through secondary market mechanisms.

Downside Risk and Principal-at-Risk Characteristics

The disclosure emphasizes that investors bear significant downside market risk if the Securities are not called prior to maturity. If the Securities remain uncalled and the Final Level of the S&P 500 Index on July 24, 2028 is less than the Initial Level but remains at or above the Downside Threshold of 5,558.99 (approximately 75% of the Initial Level), Morgan Stanley Finance LLC will repay the full principal amount at maturity. However, if the Final Level falls below the Downside Threshold of 5,558.99, investors will receive significantly less than the full principal amount, with losses proportionate to the full decline in the index level from the Trade Date to the Final Observation Date.

The filing specifically warns that investors may lose a significant portion or all of their principal amount. The notice to investors prominently states that these Securities are significantly riskier than conventional debt instruments and do not guarantee repayment of the full principal amount at maturity. The Securities can exhibit downside market risk similar to the underlying S&P 500 Index, and this market risk exists in addition to the credit risk inherent in holding Morgan Stanley debt obligations. The disclosure notes that investors who sell the Securities prior to maturity may receive substantially less than the principal amount even if the index level at the time of sale is above the Downside Threshold.

Observation Dates and Key Calendar Events

The observation structure for these Securities provides for quarterly determination dates beginning August 2, 2027, with observations continuing on a quarterly basis through the Final Observation Date of July 24, 2028. These quarterly Observation Dates are critical because they determine whether the automatic call feature is triggered and what Call Return, if any, investors receive. Each quarterly observation allows Morgan Stanley Finance LLC to assess whether the S&P 500 Index closing level equals or exceeds the Initial Level and, if so, to automatically call the Securities and terminate the investor's participation.

The Maturity Date for the Securities is July 27, 2028, three business days following the Final Observation Date of July 24, 2028. Both the Final Observation Date and Maturity Date are subject to postponement in the event of a market disruption event or if either date falls on a non-index business day. The filing references the "Postponement of Determination Dates" section in the accompanying product supplement for additional details regarding such postponements and what circumstances would trigger delays in these critical dates.

Credit Risk and Issuer Guarantees

All payments on the Securities are subject to Morgan Stanley's creditworthiness and credit risk. The filing discloses that if Morgan Stanley or Morgan Stanley Finance LLC defaults on its obligations under the Securities, investors could lose some or all of their investment. The Securities are not secured obligations, and investors will not have any security interest in, or otherwise have access to, any underlying reference asset or assets. While Morgan Stanley fully and unconditionally guarantees the obligations of Morgan Stanley Finance LLC, this guarantee is only as good as Morgan Stanley's own financial condition and ability to meet its obligations.

The disclosure includes a prominent notice 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. The Securities are also not obligations of, or guaranteed by, a bank. This distinction is important because it clarifies that investors receive no protection from bank deposit insurance or other safety nets typically associated with bank deposits, despite the involvement of Morgan Stanley in their issuance and distribution.

No Appreciation Participation and Income Characteristics

A significant feature of these Securities is that investors will not participate in any appreciation of the S&P 500 Index beyond the fixed Call Return Rate. While the Securities provide returns based on S&P 500 performance, the only way investors can capture upside is through the fixed 9.55% annual Call Return if the Securities are called when the index is at or above the Initial Level. If the index appreciates significantly above the Initial Level, investors receive no additional compensation for that appreciation, making these Securities unsuitable for investors seeking equity-like upside participation.

The Securities also provide no current income in the form of periodic coupon payments. Instead, investors forgo current income in exchange for the possibility of receiving the Call Return prior to or at maturity if market conditions trigger the automatic call feature. This income-free structure means that investors during the holding period receive no interim cash flows, and all returns depend entirely on index performance relative to the Initial Level and Downside Threshold on the specific Observation Dates.

Registration and Regulatory Filing Information

Morgan Stanley and Morgan Stanley Finance LLC have filed a registration statement with the Securities and Exchange Commission that includes a prospectus, product supplement, index supplement, and tax supplement. This pricing supplement is filed pursuant to Rule 424(b)(2) and references registration statement numbers 333-293641 and 333-293641-01. The disclosure indicates that investors should carefully review all such documents, which are available without charge through EDGAR on the SEC website at www.sec.gov or can be requested from Morgan Stanley by calling toll-free at 1-(800)-584-6837.

The filing lists specific links to the accompanying product supplement for auto-callable securities dated April 8, 2026 and the index supplement dated April 8, 2026, both accessible through the SEC's EDGAR database. The disclosure explicitly states that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these Securities or passed upon the adequacy or accuracy of the pricing supplement or accompanying documents. Any representation that such approval has been given constitutes a criminal offense under securities law.

Risk Considerations for Investors

The filing emphasizes that investing in these Securities involves significant risks that investors must fully understand and accept before purchasing. The notice to investors explicitly states that investors should not purchase the Securities if they do not understand or are not comfortable with the significant risks involved. One critical risk factor is that the higher the Call Return Rate (in this case 9.55% per annum), the greater the risk of loss on the Securities, reflecting the inverse relationship between yield and structural risk in principal-at-risk products.

The disclosure warns that the Downside Threshold is observed only on the Final Observation Date, which means there is no protection if the index declines substantially during the holding period and then temporarily recovers, as long as it remains below the Downside Threshold on July 24, 2028. Additionally, even if an investor believes the index level on the Final Observation Date will be above the Downside Threshold, secondary market sales prior to maturity could result in receiving substantially less than the principal amount due to changes in market conditions, volatility, interest rates, or the company's creditworthiness. Events relating to these risks or other uncertainties could adversely affect both the market value of and the return on the Securities.

Distribution and Dealer Compensation Structure

The offering is being distributed through Morgan Stanley & Co. LLC as the agent and UBS Financial Services Inc. as a dealer. UBS Financial Services Inc. will receive a fixed sales commission of $0.175 for each Security it sells, representing the entire underwriting discount per unit. Morgan Stanley & Co. LLC is identified as an affiliate and wholly owned subsidiary of Morgan Stanley, creating a potential conflict of interest as both the issuing company's subsidiary and the offering agent. The pricing supplement includes details regarding this conflict of interest under the "Supplemental Plan of Distribution; Conflicts of Interest" section beginning on page 21.

The filing discloses information regarding use of proceeds and hedging activities by Morgan Stanley in connection with this offering. As with all structured product offerings, the underwriter and agent likely will conduct hedging transactions related to the S&P 500 Index exposure created by the Securities, which could affect the secondary market liquidity and pricing of the Securities. Investors should understand that Morgan Stanley has financial interests in this offering that may diverge from investor interests.