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Offering overview: Morgan Stanley Finance LLC is issuing $250,000 of Jump Securities with an auto-callable feature maturing 13 July 2028. Each $1,000 note is fully and unconditionally guaranteed by Morgan Stanley, but is principal-at-risk and pays no periodic interest.

Underlying assets: Apple (AAPL), Alphabet Class A (GOOGL), UnitedHealth Group (UNH) and the SPDR S&P Biotech ETF (XBI). Performance is assessed on a worst-of basis; therefore a sharp decline in any single underlier drives the entire payoff.

Key strike data (10 July 2025): Initial levels AAPL $211.14, GOOGL $176.62, UNH $302.91, XBI $87.87. Call thresholds are set at 100 % of these levels; downside thresholds are 90 %.

Early redemption schedule: 24 monthly determination dates starting 14 July 2026. If every underlier closes at or above its call threshold on a determination date, the note is automatically redeemed for the corresponding cash amount that equates to an approx. 47.40 % simple annual return (e.g., $1,474 on the first date, rising to $2,382.50 by the 24th).

Maturity payment (if not previously called): � $2,422 (142.2 % of par) if all underliers � call thresholds. � Par ($1,000) if any underlier < call threshold but all � downside thresholds. � $1,000 × worst-performing underlier’s performance factor if any underlier < downside threshold � exposing investors to losses of up to 100 % of principal.

Pricing economics: Issue price $1,000; estimated value on pricing date $958.70, reflecting issuer funding spreads and embedded distribution costs. Agent commissions total $2.50 per note (0.25 %). Notes will not be listed; liquidity will rely on Morgan Stanley & Co. making a secondary market.

Risk highlights: 1) No principal protection; downside begins if any underlier falls >10 %. 2) Investors forgo all upside beyond the fixed early-redemption or maturity payment. 3) Credit exposure to Morgan Stanley and MSFL. 4) Biotech sector concentration via XBI raises volatility. 5) Complex tax treatment; potential Section 1260 constructive-ownership implications. 6) Secondary market prices likely to be below issue price due to bid/ask and credit spread effects.

Investor profile: Suitable only for fee-based advisory accounts willing to trade higher credit and market risk for the possibility of double-digit fixed returns, and who can analyze multi-asset worst-of structures.

Morgan Stanley Finance LLC is offering Contingent Income Memory Buffered Auto-Callable Securities due August 1 2030 linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index (ticker: SPUMP40). The $1,000-denominated notes are principal-at-risk, unsecured and unlisted obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley.

Key economic terms

• Contingent coupon: at least 8.28% p.a. (actual rate set on July 29 2025) paid quarterly only if the index closes ≥ 70 % of the initial level (coupon barrier). Missed coupons “memoryâ€� and may be paid later if the barrier is met.
• Automatic early redemption: from July 29 2026 and monthly thereafter; triggered if the index closes ≥ 85 % of the initial level (call threshold). Early redemption pays par plus the current and any unpaid coupons.
• Buffer: 15 %. If held to maturity and the final index level is < 85 % of the initial level, investors lose 1 % of principal for every 1 % decline beyond the buffer, subject to a minimum payment of 15 % of par.
• Estimated value: â‰� $905.70 on the pricing date, reflecting dealer margins and an internal funding rate that is “advantageous to the issuer.â€�
• Issue/strike date: July 29 2025  |  Maturity: August 1 2030  |  CUSIP: 61778NLY5  |  Not exchange-listed.

Investor profile The notes suit investors seeking enhanced income and limited downside protection who can tolerate: (1) full exposure to index losses below the 15 % buffer; (2) the possibility of receiving no coupons for the entire 5-year term; (3) credit risk of Morgan Stanley; and (4) limited secondary market liquidity.

Risk highlights

• No regular interest; contingent on index level at discrete dates.
• Principal at risk below the buffer; payment at maturity may be as low as $150 per $1,000.
• Secondary market value expected to be below issue price given the $94-premium to estimated value and bid-offer spreads.
• Underlying index launched March 14 2022; limited live history and incorporates a 4 % annual decrement and 40 % volatility target, adding complexity and drag on performance.
• Tax treatment uncertain; coupons expected to be ordinary income and may be subject to 30 % withholding for non-U.S. holders.

Structural mechanics A quarterly observation calendar begins August 29 2025 and runs through July 29 2030. If the notes are not called, investors receive the contingent coupon for the final period plus principal adjusted for index performance and buffer.

Credit & distribution MS&Co. acts as agent and calculation agent, will receive a fixed selling concession (amount TBD) and may hedge positions in the underlying futures, potentially affecting secondary prices. Client accounts over which Morgan Stanley has discretion cannot purchase the notes.

Overall, the product offers the potential for above-market coupons and a 15 % loss-buffer, balanced against meaningful tail risk, dependence on a new index, and the structural discount embedded in the issue price.

Morgan Stanley Finance LLC is marketing Contingent Income Memory Auto-Callable Securities (Series A) linked to the Class A common stock of Hims & Hers Health, Inc. ("HIMS"). The two-year notes are unsecured, senior obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley. They combine a high contingent coupon with principal-at-risk and an automatic early-call feature.

Key economic terms include a $1,000 denomination, pricing on 17 Jul 2025, issuance on 22 Jul 2025 and maturity on 29 Jul 2026 (if not called earlier). Investors may receive a contingent coupon of 42.25% per annum (� 10.56% quarterly) on each coupon payment date only when the closing price of HIMS is at or above the Coupon Barrier = $28.734 (60 % of initial). Missed coupons “memory� and are paid later if a subsequent observation meets the barrier.

An Automatic Early Redemption can occur on the first redemption determination date (24 Apr 2026) if HIMS closes at or above the Call Threshold = $47.89 (100 % of initial). In that event, holders receive par plus any due coupons and the investment terminates. If the notes run to maturity and the Final Level is at or above the Downside Threshold = $28.734 (60 %), investors recover full principal (plus applicable coupons). If the Final Level is below the threshold, repayment equals par × ( Final / Initial ), creating 1 % loss of principal for every 1 % decline, with a potential total loss.

The preliminary estimate of value is $968.60 per $1,000 note, reflecting issuance, structuring and hedging costs and an internal funding rate advantageous to Morgan Stanley. Selling concessions are capped at $10 per note. The securities will not be listed; secondary market liquidity depends solely on Morgan Stanley & Co., which may discontinue market-making at any time. All payments are subject to Morgan Stanley’s credit risk.

Risk highlights: (1) principal is not protected; (2) coupons are conditional and may never be paid; (3) early redemption could curtail high-coupon income; (4) the market price may be volatile and trade below estimated value; (5) investors face both issuer credit risk and concentrated exposure to a single mid-cap health-tech equity known for elevated volatility. Prospective buyers should weigh the 42.25 % coupon opportunity against the possibility of losing most or all invested capital and the potential absence of liquidity before maturity.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due July 22, 2030, linked to the performance of the S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4).

Key structural terms

• Issue price and principal amount: $1,000 per security.
• Contingent coupon: 17.50% per annum, payable only if the index closes at or above the 70% coupon barrier on each observation date.
• Call feature: beginning January 20, 2026, the notes are automatically redeemed if the index closes at or above the 100% call threshold on any monthly determination date; investors then receive par plus the coupon for that period.
• Principal repayment: at maturity, if not called, investors receive par only if the index is at or above the 50% downside threshold; otherwise they lose 1% of principal for every 1% decline in the index, potentially up to 100% loss.
• Estimated value on the pricing date: approximately $933.60 per note, reflecting distribution and hedging costs.
• Credit: unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley; subject to issuer credit risk.
• Liquidity: no exchange listing; secondary market, if any, will be made by MS & Co. on a best-efforts basis.

Underlying index characteristics

• Rules-based strategy using intraday rebalancing of E-Mini S&P 500 futures with a 40% target volatility and up to 400% leverage.
• A 4% annual decrement is deducted daily, causing systematic under-performance versus the unadjusted futures index.
• Index inception: August 30, 2024; all earlier data are hypothetical back-tests.
• Latest published level (July 9, 2025): 2,592.36.

Investor profile

• Suitable for investors seeking high conditional income and potential early redemption in a flat or modestly rising equity environment.
• Must be willing to accept principal risk, coupon deferral risk, issuer credit risk, and limited liquidity.

Material risks highlighted

• No guaranteed principal; investors bear full downside below the 50% threshold.
• Coupons are contingent and may be zero for the entire 5-year term.
• Early redemption risk could force reinvestment at lower rates.
• Index risks: limited live history, leverage, daily decrement and complex methodology.
• Secondary market price expected to be below issue price due to embedded costs.
• Uncertain U.S. tax treatment; potential 30% withholding on coupons for non-U.S. holders.

All payments depend on the creditworthiness of Morgan Stanley. The securities are being sold exclusively through fee-based advisory accounts with no sales commission.