By Wendy Van Sickle
Columbus, Ohio, Jan. 3 – Morgan Stanley Finance LLC priced $20 million of 0% securities due March 29, 2027 linked to the Dow Jones industrial average, according to a 424B2 filing with the Securities and Exchange Commission.
If the index gain is greater than or equal to 34%, the payout at maturity will be $14.3455 + [$10 × (234.90625% of the index upper strike return)] per $10 security, subject to a maximum payout of $18.12 per security. The index upper strike return is the quotient of (a) the final index value minus the upper strike index value, 134% of the initial index level, divided by (b) the initial index level.
If the index gain is less than 34% but greater than or equal to 13%, the payout at maturity will be $11.3005 + [$10 × (145% of the index middle strike return)] per $10 security. The index middle strike return is the quotient of (a) the final index value minus the middle strike index value, 100% of the initial index level, divided by (b) the initial index level.
If the final index level is less than or equal to 113% of the initial level but greater than or equal to 105% of the initial level, the payout will be $11.3005 per $10 security.
If the final index level is between 90% and 105% of the initial level, the payout will be $10 + [$10 × (index lower strike return × 86.7%)]. The index lower strike return is the final average index value minus the lower strike index value, which is 90% of the initial level, all divided by the initial index level.
Otherwise, investors will lose 1% for every 1% decline beyond 10%.
The initial index level is the average of index’s closing levels over three-month period from Nov. 24 to and including Dec. 7. The final index level is the average of index’s closing levels over the three-month period from March 24, 2026 to and including June 23, 2026.
Morgan Stanley & Co. LLC is the agent.
| Issuer: | Morgan Stanley Finance LLC
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| Guarantor: | Morgan Stanley
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| Issue: | Securities
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| Underlying index: | Dow Jones industrial average
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| Amount: | $20 million
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| Maturity: | March 29, 2027
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| Coupon: | 0%
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| Price: | Par of $10
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| Payout at maturity: | If index gain is greater than or equal to 34%, $14.3455 + [$10 × (234.90625% of index upper strike return)], subject to maximum payout of $18.12; index upper strike return is quotient of (a) final index value minus upper strike index value, 134% of initial index level, divided by (b) initial index level; if index gain is less than 34% but greater than or equal to 13%, $11.3005 + [$10 × (145% of index middle strike return)]; index middle strike return is quotient of (a) final index value minus middle strike index value, 100% of initial index level, divided by (b) initial index level; if final index level is less than or equal to 113% of initial level but greater than or equal to 105% of initial level, $11.3005 per $10 security; if final value is between 90% and 105% of the initial value, payout will be $10 + [$10 × (index lower strike return × 86.7%)]; index lower strike return is quotient of (a) final index value minus lower strike index value, 90% of initial index level, divided by (b) initial index level; investors will lose 1% for every 1% decline beyond 10%
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| Initial level: | Average of index closing levels over three-month period from Dec. 14 to and including Dec. 27
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| Final level: | Average of index closing levels over the three-month period from Dec. 21, 2026 to and including March 23, 2027
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| Pricing date: | Dec. 16
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| Settlement date: | Dec. 21
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| Agent: | Morgan Stanley & Co. LLC
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| Fees: | 0.25%
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| Cusip: | 61773N502
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