06/18/2026 | Press release | Distributed by Public on 06/18/2026 15:16
June 2026
Preliminary Pricing Supplement No. 16,781
Registration Statement Nos. 333-293641; 333-293641-01
Dated June 18, 2026
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
Structured Investments
Opportunities in U.S. Equities
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
Fully and Unconditionally Guaranteed by Morgan Stanley
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■Linked to the lowest performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust (each referred to as an "underlying") ■The securities offered are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities, the securities do not guarantee the payment of interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms described below. The securities have the terms described in the accompanying product supplement for principal at risk securities, index supplement, tax supplement and prospectus, as supplemented or modified by this document. ■Contingent Coupon. The securities will pay a contingent coupon on a monthly basis until the earlier of the maturity date or automatic call if, and only if, the closing value of the lowest performing underlying on the calculation day for that month is greater than or equal to its coupon threshold level. However, if the closing value of the lowest performing underlying on a calculation day is less than its coupon threshold level, you will not receive any contingent coupon for the relevant month. If the closing value of the lowest performing underlying is less than its coupon threshold level on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold level for each underlying is equal to 65% of its starting level. The contingent coupon rate will be determined on the pricing date and will be at least 10.20% per annum. ■Automatic Call. Beginning after six months, the securities will be automatically called if the closing value of each underlying on any of the calculation days (other than the final calculation day) is greater than or equal to its respective starting level for a cash payment equal to the face amount plus a final contingent coupon payment. No further payments will be made on the securities once they have been called. ■Potential Loss of Principal. If the securities are not automatically called, you will receive the face amount at maturity if, and only if, the closing value of each underlying on the final calculation day is greater than or equal to its respective downside threshold level. If the closing value of any underlying on the final calculation day is less than its respective downside threshold level, investors will be fully exposed to the decline in the lowest performing underlying on a 1-to-1 basis, and will receive a maturity payment amount that is less than 60% of the face amount of the securities and could be zero. ■Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent coupon payments throughout the entire term of the securities. ■Because all payments on the securities are based on the lowest performing underlying, a decline beyond the respective coupon threshold level or respective downside threshold level of any underlying will result in no contingent coupon payments or a significant loss of your investment, as applicable, even if the other underlyings have appreciated or have not declined as much. ■The securities are for investors who are willing to risk their principal based on the lowest performing of three underlyings and who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no contingent coupon payments over the entire term of the securities. ■Investors will not participate in any appreciation of any underlying. ■The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes program. ■All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. ■These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any securities included in any of the underlyings. |
The current estimated value of the securities is approximately $955.20 per security, or within $45.00 of that estimate. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See "Estimated Value of the Securities" on page 4.
The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 10. All payments on the securities are subject to our credit risk.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement for principal at risk securities, index supplement, tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
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Commissions and offering price: |
Price to public |
Agent's commissions(1)(2) |
Proceeds to us(3) |
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Per security |
$1,000 |
$23.25 |
$976.75 |
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Total |
$ |
$ |
$ |
(1) Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors ("WFA"), may receive a selling concession of up to $17.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. See "Supplemental information concerning plan of distribution; conflicts of interest."
(2) In respect of certain securities sold in this offering, we may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
(3) See "Use of Proceeds and Hedging" in the accompanying product supplement.
Product Supplement for Principal at Risk Securities dated April 8, 2026 Index Supplementdated April 8, 2026 TaxSupplementdated April 8, 2026
Morgan Stanley Wells Fargo Securities
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Terms |
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Issuer: |
Morgan Stanley Finance LLC |
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Guarantor: |
Morgan Stanley |
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Maturity date: |
July 3, 2029*, subject to postponement if the final calculation day is postponed |
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Market measures: |
iShares® Expanded Tech-Software Sector ETF (the "IGV Shares"), S&P 500® Index (the "SPX Index") and State Street® SPDR® S&P MidCap 400® ETF Trust (the "MDY Shares") We refer to the SPX Index, the IGV Shares and the MDY Shares, collectively, as the "underlyings." We refer to the IGV Shares and the MDY Shares, collectively, as the "underlying shares." |
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Index sponsor: |
With respect to the SPX Index, S&P® Dow Jones Indices LLC, or any successor thereof |
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Share underlying indices: |
With respect to the IGV Shares, the S&P North American Expanded Technology Software IndexTM With respect to the MDY Shares, the S&P MidCap 400® Index |
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Share underlying index publisher: |
With respect to the underlying shares, S&P® Dow Jones Indices LLC, or any successor thereof |
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Contingent coupon payment: |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per-annum rate equal to the contingent coupon rate if, and only if, the closing value of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold level. Each "contingent coupon payment," if any, will be calculated per security as follows: ($1,000 × contingent coupon rate) / 12. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward. If the closing value of the lowest performing underlying on any calculation day is less than its coupon threshold level, you will not receive any contingent coupon payment on the related contingent coupon payment date. If the closing value of the lowest performing underlying is less than its coupon threshold level on all monthly calculation days, you will not receive any contingent coupon payments over the term of the securities. |
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Contingent coupon payment dates: |
Three business days after the applicable calculation day; provided that the contingent coupon payment date for the final calculation day is the maturity date.** |
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Contingent coupon rate: |
The "contingent coupon rate" will be determined on the pricing date and will be at least 10.20% per annum. |
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Automatic call: |
The securities are not subject to automatic call until approximately six months after the original issue date. Following this 6-month non-call period, if, on any of the calculation days (other than the final calculation day), beginning in December 2026, the closing value of each underlying is greater than or equal to its respective starting level, the securities will be automatically called for a cash payment per security equal to the face amount plus a final contingent coupon payment on the related call settlement date. The securities will not be automatically called on any call settlement date if the closing value of any underlying is below its respective starting level on the related calculation day. Any positive return on the securities will be limited to the contingent coupon payments, if any, even if the closing value of any underlying on the applicable calculation day significantly exceeds its starting level. You will not participate in any appreciation of any underlying. |
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Calculation days: |
Monthly, on the 28th of each month, commencing in July 2026 and ending on the final calculation day. We also refer to the June 2029 calculation day as the final calculation day.*** |
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Call settlement date: |
Three business days after the applicable calculation day.*** |
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Maturity payment amount: |
If the securities are not automatically called, you will be entitled to receive on the maturity date a cash payment per security equal to the maturity payment amount (in addition to the final contingent coupon payment, if payable). The "maturity payment amount" per security will equal: ●if the closing value of each underlying on the final calculation day is greater than or equal to its respective downside threshold level: $1,000; or ●if the closing value of any underlying on the final calculation day is less than its respective |
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June 2026 Page 2
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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downside threshold level: $1,000 × performance factor of the lowest performing underlying on the final calculation day Under these circumstances, you will lose more than 40%, and possibly all, of your investment. |
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Lowest performing underlying: |
On any calculation day, the underlying with the lowest performance factor on that calculation day |
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Performance factor: |
With respect to each underlying, on any calculation day, the closing value on such calculation day divided by the starting level |
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Starting level: |
With respect to the SPX Index: , its closing value on the pricing date With respect to the IGV Shares: $ , its closing value on the pricing date With respect to the MDY Shares: $ , its closing value on the pricing date |
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Coupon threshold level: |
With respect to the SPX Index: , which is equal to 65% of its starting level With respect to the IGV Shares: $ , which is equal to 65% of its starting level With respect to the MDY Shares: $ , which is equal to 65% of its starting level |
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Downside threshold level: |
With respect to the SPX Index: , which is equal to 60% of its starting level With respect to the IGV Shares: $ , which is equal to 60% of its starting level With respect to the MDY Shares: $ , which is equal to 60% of its starting level |
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Face amount: |
$1,000 per security. References in this document to a "security" are to a security with a face amount of $1,000. |
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Pricing date: |
June 30, 2026* |
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Original issue date: |
July 6, 2026* (3 business days after the pricing date) |
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CUSIP / ISIN: |
61781GSR3 / US61781GSR38 |
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Listing: |
The securities will not be listed on any securities exchange. |
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Agents: |
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and Wells Fargo Securities, LLC ("WFS"). See "Additional Information About the Securities-Supplemental information regarding plan of distribution; conflicts of interest." |
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*To the extent we make any change to the pricing date or original issue date, the calculation days and maturity date may also be changed in our discretion to ensure that the term of the securities remains the same. ** Subject to postponement pursuant to "General Terms of the Securities-Payment Dates" in the accompanying product supplement for principal at risk securities. *** Subject to postponement pursuant to "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day" in the accompanying product supplement for principal at risk securities. |
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June 2026 Page 3
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Estimated Value of the Securities |
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The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000 per security. We estimate that the value of each security on the pricing date will be approximately $955.20, or within $45.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlyings. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, including the contingent coupon rate, the coupon threshold levels and the downside threshold levels, we use an internal funding rate which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. |
June 2026 Page 4
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Investor Considerations |
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The Principal at Risk Securities Linked to the Lowest Performing of the the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029 (the "securities") may be appropriate for investors who: ■Seek an investment with contingent coupon payments at a rate of at least 10.20% per annum (to be determined on the pricing date) until the earlier of the maturity date or automatic call, if, and only if, the closing value of each underlying on the applicable monthly calculation day is greater than or equal to 65% of its starting level; ■Understand that if the closing value of any underlying on the final calculation day has declined by more than 40% from its starting level, they will be fully exposed to the decline in the lowest performing underlying from its starting level and will lose more than 40%, and possibly all, of the face amount of their securities at maturity; ■Are willing to accept the risk that they may receive few or no contingent coupon payments over the term of the securities; ■Understand that the securities may be automatically called prior to the maturity date and that the term of the securities may be as short as approximately six months; ■Understand that the return on the securities will depend solely on the performance of the underlying that is the lowest performing underlying on each calculation day and that they will not benefit in any way from the performance of the better performing underlyings; ■Understand that the securities are riskier than alternative investments linked to only one of the underlyings or linked to a basket composed of each underlying; ■Understand and are willing to accept the full downside risks of each underlying; ■Are willing to forgo participation in any appreciation of any underlying, fixed interest payments on the securities and dividends on the underlyings; and ■Are willing to hold the securities until maturity. The securities are not designed for, and may not be an appropriate investment for, investors who: ■Seek a liquid investment or are unable or unwilling to hold the securities to maturity; ■Require full payment of the face amount of the securities at maturity; ■Seek a security with a fixed term; ■Are unwilling to accept the risk that the closing value of any underlying on the final calculation day may decline by more than 40% from its respective starting level to its closing value on the final calculation day, in which case they will lose a significant portion or all of their investment; ■Seek current income; ■Are unwilling to accept the risk of exposure to each of the underlyings; ■Seek exposure to a basket composed of each underlying or a similar investment in which the overall return is based on a blend of the performances of the underlyings, rather than solely on the lowest performing underlying; ■Seek exposure to the upside performance of any or each underlying; ■Are unwilling to accept our credit risk; or ■Prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings. |
The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the "Risk Factors" herein and in the accompanying product supplement and tax supplement for risks related to an investment in the securities. For more information about the underlyings, please see the sections titled "S&P 500® Index Overview" "iShares® Expanded Tech-Software Sector ETF Overview" and "State Street® SPDR® S&P MidCap 400® ETF Trust Overview" below.
June 2026 Page 5
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Determining Payment on a Contingent Coupon Payment Date and on the Maturity Date |
If the securities have not been previously automatically called, on each monthly contingent coupon payment date, you will either receive a contingent coupon payment or you will not receive a contingent coupon payment, depending on the closing value of the lowest performing underlying on the related monthly calculation day.
Step 1: Determine which underlying is the lowest performing underlying on the relevant calculation day. The lowest performing underlying on any calculation day is the underlying with the lowest performance factor on that calculation day. The performance factor of an underlying on a calculation day is its closing value on that calculation day as a percentage of its starting level (i.e., its closing value on that calculation day divided by its starting level).
Step 2: Determine whether a contingent coupon payment is paid on the applicable contingent coupon payment date based on the closing value of the lowest performing underlying on the relevant calculation day, as follows:
June 2026 Page 6
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
On the maturity date, if the securities have not been automatically called prior to the maturity date, you will receive (in addition to the final contingent coupon payment, if any) a cash payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine which underlying is the lowest performing underlying on the final calculation day. The lowest performing underlying on the final calculation day is the underlying with the lowest performance factor on the final calculation day. The performance factor of an underlying on the final calculation day is its closing value as a percentage of its starting level (i.e., its closing value on the final calculation day divided by its starting level).
Step 2: Calculate the maturity payment amount based on the closing value of the lowest performing underlying on the final calculation day, as follows:
June 2026 Page 7
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Scenario Analysis and Examples of Hypothetical Payments on the Securities |
The following hypothetical examples illustrate how to determine whether a contingent coupon payment is paid with respect to a calculation day and how to calculate the payment at maturity, if any, if the securities have not been automatically called. The following examples are for illustrative purposes only. Whether you receive a contingent coupon payment will be determined by reference to the closing value of each underlying on each calculation day, and the amount you will receive at maturity, if any, will be determined by reference to the closing value of each underlying on the final calculation day. The actual starting level, coupon threshold level and downside threshold level for each underlying and the actual contingent coupon rate will be determined on the pricing date. All payments on the securities, if any, are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for the ease of analysis. The below examples are based on the following terms*:
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Hypothetical contingent coupon payment: |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per-annum rate equal to the contingent coupon rate if, and only if, the closing value of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold level. If payable, the contingent coupon payment will be an amount in cash per face amount corresponding to a return of 10.20% per annum for each interest payment period for each applicable calculation day. These hypothetical examples reflect a hypothetical contingent monthly coupon rate of 10.20% (corresponding to $8.50 per month per security**). |
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Hypothetical starting level: |
With respect to the SPX Index: 100.00 With respect to the IGV Shares: $100.00 With respect to the MDY Shares: $100.00 |
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Hypothetical coupon threshold level: |
With respect to the SPX Index: 65.00, which is 65% of its hypothetical starting level With respect to the IGV Shares: $65.00, which is 65% of its hypothetical starting level With respect to the MDY Shares: $65.00, which is 65% of its hypothetical starting level |
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Hypothetical downside threshold level: |
With respect to the SPX Index: 60.00, which is 60% of its hypothetical starting level With respect to the IGV Shares: $60.00, which is 60% of its hypothetical starting level With respect to the MDY Shares: $60.00, which is 60% of its hypothetical starting level |
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*The hypothetical starting levels of 100.00, for the SPX Index, and $100.00, for the IGV Shares and the MDY Shares, have been chosen for illustrative purposes only and do not represent the actual starting levels of the underlyings. The actual starting levels, coupon threshold levels and downside threshold levels will be determined on the pricing date and will be set forth under "Terms" above. For historical data regarding the actual closing values of the underlyings, see the historical information set forth herein. **The actual contingent coupon payment will be an amount determined by the calculation agent based on the actual contingent coupon rate. The hypothetical contingent monthly coupon of $8.50 is used in these examples for ease of analysis. |
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How to determine whether a contingent coupon payment is payable with respect to a calculation day:
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Date |
SPX Index Closing Value |
IGV Shares Closing Value |
MDY Shares Closing Value |
Contingent Coupon Payment (per security) |
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Hypothetical Calculation Day 1 |
125.00 (at or above the coupon threshold level) |
$130.00 (at or above the coupon threshold level) |
$135.00 (at or above the coupon threshold level) |
$8.50 |
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Hypothetical Calculation Day 2 |
50.00 (below the coupon threshold level) |
$95.00 (at or above the coupon threshold level) |
$120.00 (at or above the coupon threshold level) |
$0 |
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Hypothetical Calculation Day 3 |
50.00 (below the coupon threshold level) |
$55.00 (below the coupon threshold level) |
$110.00 (at or above the coupon threshold level) |
$0 |
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Hypothetical Calculation Day 4 |
55.00 (below the coupon threshold level) |
$58.00 (below the coupon threshold level) |
$55.00 (below the coupon threshold level) |
$0 |
On hypothetical calculation day 1, the closing value of each underlying is at or above its respective coupon threshold level. Therefore, a contingent coupon payment of $8.50 is paid on the relevant contingent coupon payment date.
June 2026 Page 8
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
On each of hypothetical calculation days 2 and 3, at least one underlying closes at or above its respective coupon threshold level, but one or both of the other underlyings close below their respective coupon threshold levels. Therefore, no contingent coupon payment is paid on the relevant contingent coupon payment date.
On hypothetical calculation day 4, each underlying closes below its respective coupon threshold level, and, accordingly no contingent monthly coupon is paid on the relevant coupon payment date.
If the closing value of any underlying is less than its respective coupon threshold level on each calculation day, you will not receive any contingent coupon payments for the entire term of the securities.
How to calculate the payment investors will receive at maturity (if the securities have not been automatically redeemed):
Starting after six months, if the closing value of each underlying is greater than or equal to its starting level on any calculation day, the securities will be automatically called for a cash payment per security equal to the face amount plus a final contingent coupon payment.
The examples below illustrate how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity
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SPX Index Closing Value on Final Calculation Day |
IGV Shares Closing Value on Final Calculation Day |
MDY Shares Closing Value on Final Calculation Day |
Maturity Payment Amount (per security) |
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Example 1: |
130.00 (at or above its downside threshold level and coupon threshold level) |
$140.00 (at or above its downside threshold level and coupon threshold level) |
$142.00 (at or above its downside threshold level and coupon threshold level) |
$1,008.50 (the face amount plus the final contingent coupon payment) |
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Example 2: |
115.00 (at or above its downside threshold level) |
$40.00 (below its downside threshold level) |
$120.00 (at or above its downside threshold level) |
$1,000 × ($40.00 /$100.00) = $400 |
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Example 3: |
20.00 (below its downside threshold level) |
$85.00 (at or above its downside threshold level) |
$120.00 (at or above its downside threshold level) |
$1,000 × (20.00 / 100.00) = $200 |
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Example 4: |
55.00 (below its downside threshold level) |
$50.00 (below its downside threshold level) |
$20.00 (below its downside threshold level) |
$1,000 × ($20.00 / $100.00) = $200 |
In example 1, the closing value of each underlying on the final calculation day is at or above its respective downside threshold level and coupon threshold level. Therefore, investors receive at maturity a cash payment per security equal to the face amount of the securities, in addition to the final contingent coupon payment. Investors do not participate in any appreciation in any underlying.
In example 2, the closing values of two of the underlyings on the final calculation day are at or above their respective downside threshold levels, but the closing value of the other underlying on the final calculation day is below its respective downside threshold level. Therefore, investors receive at maturity an amount equal to the face amount multiplied by the performance factor of the IGV Shares, which represent the lowest performing underlying in this example.
In example 3, the closing values of two of the underlyings on the final calculation day are at or above their respective downside threshold levels, but the closing value of the other underlying on the final calculation day is below its respective downside threshold level. Therefore, investors receive at maturity an amount equal to the face amount multiplied by the performance factor of the SPX Index, which represents the lowest performing underlying in this example.
In example 4, the closing value of each underlying on the final calculation day is below its respective downside threshold level, and investors receive at maturity an amount equal to the face amount multiplied by the performance factor of the lowest performing underlying. Therefore, investors receive at maturity an amount equal to the face amount multiplied by the performance factor of the MDY Shares, which represents the lowest performing underlying in this example.
If the closing value of any underlying on the final calculation day is below its respective downside threshold level, you will be exposed to the downside performance of the lowest performing underlying at maturity, and your maturity payment amount will be less than 60% of the face amount per security and could be zero.
June 2026 Page 9
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Risk Factors |
This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for principal at risk securities, index supplement, tax supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
Risks Relating to an Investment in the Securities
■The securities do not guarantee the return of the face amount of your securities at maturity. The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the return of the face amount of your securities at maturity. If the securities have not been automatically called and if the closing value of any underlying on the final calculation day is less than its respective downside threshold level of 60% of its starting level, you will be exposed to the decline in the value of the lowest performing underlying, as compared to its starting level, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal to the face amount multiplied by the performance factor of the lowest performing underlying. In this case, you will lose more than 40%, and possibly all, of the face amount of your securities at maturity.
■The securities do not provide for the regular payment of interest. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a contingent coupon payment but only if the closing value of each underlying is at or above its respective coupon threshold level on the related calculation day. If the closing value of any underlying is lower than its coupon threshold level on the relevant calculation day for any interest period, we will pay no contingent coupon payment on the applicable contingent coupon payment date. It is possible that the closing value of any underlying will be less than its respective coupon threshold level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupon payments. If you do not earn sufficient contingent coupon payments over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.
■The contingent coupon payment, if any, is based on the value of each underlying on only the related monthly calculation day at the end of the related interest period. Whether the contingent coupon payment will be paid on any contingent coupon payment date will be determined at the end of the relevant interest period based on the closing value of each underlying on the relevant monthly calculation day. As a result, you will not know whether you will receive the contingent coupon payments on any contingent coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon payment is based solely on the value of each underlying on the monthly calculation days, if the closing value of any underlying on any calculation day date is below the coupon threshold level for such underlying, you will not receive the contingent coupon payment for the related interest period, even if the closing value of such underlying was at or above its respective coupon threshold level on other days during that interest period, and even if the closing values(s) of one or both of the other underlyings are at or above their respective coupon threshold level(s).
■Investors will not participate in any appreciation in any underlying. Investors will not participate in any appreciation in any underlying from the starting level for such underlying, and the return on the securities will be limited to the contingent coupon payments, if any, that are paid with respect to each calculation day on which the closing value of each underlying is greater than or equal to its respective coupon threshold level, if any.
■The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the value of each underlying on any day, including in relation to its respective starting level, coupon threshold level and downside threshold level, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:
othe trading price, as applicable, and volatility (frequency and magnitude of changes in value) of the underlyings,
owhether the closing value of any underlying has been below its respective coupon threshold level on any calculation day,
ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlyings, commodities, or securities markets generally and which may affect the closing value of each underlying,
odividend rates on the underlyings or the stocks composing the SPX Index or the share underlying indices,
othe time remaining until the securities mature,
ointerest and yield rates in the market,
othe availability of comparable instruments,
othe occurrence of certain events affecting the underlyings that may or may not require an adjustment to an adjustment factor,
June 2026 Page 10
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
othe composition of the underlyings and changes in the constituent stocks of the SPX Index or the share underlying indices, and
oany actual or anticipated changes in our credit ratings or credit spreads.
Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. In particular, if any underlying has closed near or below its coupon threshold level, and especially if any underlying has closed near or below its downside threshold level, the market value of the securities is expected to decrease substantially, and you may have to sell your securities at a substantial discount from the face amount of your securities.
You cannot predict the future performance of any underlying based on historical performance. The closing value of any underlying may decrease and be below its respective coupon threshold level on each calculation day so that you will receive no return on your investment, and any or all of the underlyings may close below its respective downside threshold level(s) on the final calculation day so that you will lose a significant portion or all of your initial investment in the securities. There can be no assurance that the closing value of each underlying will be at or above its respective coupon threshold level on any calculation day so that you will receive a coupon payment on the securities for the applicable interest period, or that it will be at or above its respective downside threshold level on the final calculation day so that you do not suffer a significant loss on your initial investment in the securities. See "S&P 500® Index Overview" "iShares® Expanded Tech-Software Sector ETF Overview" and "State Street® SPDR® S&P MidCap 400® ETF Trust Overview" below.
■The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities upon an automatic call, on any contingent coupon payment date or at maturity, and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.
■As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.
■Investing in the securities is not equivalent to investing in the underlyings or in the stocks composing the SPX Index or the share underlying indices. Investing in the securities is not equivalent to investing in the underlyings or in the stocks composing the SPX Index or the share underlying indices. Investors in the securities will not participate in any positive performance of any underlying, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlyings or the stocks composing the SPX Index or the share underlying indices.
■Reinvestment risk. The term of your investment in the securities may be shortened due to the automatic call feature of the securities. If the securities are called prior to maturity, you will receive no further payments on the securities and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be called within the first six months of the term of the securities.
■The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the face amount reduce the economic terms of the securities, cause the estimated value of the securities to be less than the face amount and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the face amount, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the face amount and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.
The inclusion of the costs of issuing, selling, structuring and hedging the securities in the face amount and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.
June 2026 Page 11
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.
■The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The market price will be influenced by many unpredictable factors" above.
■The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. and WFS may, but are not obligated to, make a market in the securities and, if either of them once chooses to make a market, may cease doing so at any time. When they do make a market, they will generally do so for transactions of routine secondary market size at prices based on their respective estimates of the current value of the securities, taking into account their respective bid/offer spreads, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that they will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. or WFS is willing to transact. If, at any time, MS & Co. and WFS were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
■The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the starting levels, the coupon threshold levels and the downside threshold levels and will calculate the amount of cash you receive at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of a closing value in the event of a market disruption event or certain adjustments to an adjustment factor. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations, see "General Terms of the Securities-Market Disruption Events," "-Adjustments to an Index," "-Discontinuance of an Index," "-Anti-dilution Adjustments Relating to a Fund; Alternate Calculation," "-Consequences of a Market Disruption Event; Postponement of a Calculation Day," "-Payment Dates, "-Calculations and Calculation Agent" and "-Alternate Exchange Calculation in Case of an Event of Default" in the accompanying product supplement for principal at risk securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.
■Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and possibly to other instruments linked to the underlyings or the share underlying indices), including trading in the underlyings and in other instruments related to the underlyings or the share underlying indices. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the final calculation day approaches. Some of our affiliates also trade the underlyings or the stocks that constitute the share underlying indices and other financial instruments related to the underlyings on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the starting level of an underlying, and, therefore, could increase (i) the value at or above which such underlying must close on the calculation days so that the securities are called for a cash payment equal to the face amount plus a final contingent coupon payment (depending also on the performance of the other underlyings), (ii) the value at or above which such underlying must close on each calculation day in order for you to earn a contingent coupon payment (depending also on the performance of the other underlyings) and (iii) the value at or above which such underlying must close on the final calculation day so that you are not exposed to the negative performance of the lowest performing underlying at maturity (depending also on the performance of the other underlyings). Additionally, such hedging or trading activities during the term of the securities could potentially affect the closing value of any underlying on the calculation days, and, accordingly, whether we call the securities prior
June 2026 Page 12
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
to maturity, whether we pay a contingent coupon payment on the securities and the amount of cash you will receive at maturity, if any.
■The maturity date may be postponed if the final calculation day is postponed. If the scheduled final calculation day is not a trading day or if a market disruption event occurs on that day so that the final calculation day is postponed and falls less than three business days prior to the maturity date, the maturity date of the securities will be postponed to the third business day following that final calculation day as postponed.
■Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. Morgan Stanley, MSFL, WFS and our or their respective affiliates may publish research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by Morgan Stanley, MSFL, WFS or our or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlyings to which the securities are linked.
■The U.S. federal income tax consequences of an investment in the securities offered by this pricing supplement are uncertain. There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and significant aspects of the tax treatment of the securities are uncertain. Moreover, non-U.S. investors should note that persons having withholding responsibility in respect of the securities are, absent an exception, expected to withhold on any coupon paid to a non-U.S. investor, generally at a rate of 30%. We will not pay any additional amounts in respect of such withholding. You should review carefully the section entitled "United States Federal Income Tax Considerations" herein, in combination with the section entitled "United States Federal Taxation" in the accompanying tax supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.
Risks Relating to the Underlyings
■You are exposed to the price risk of each underlying. Your return on the securities is not linked to a basket consisting of each underlying. Rather, it will be contingent upon the independent performance of each underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each underlying. Poor performance by any underlying over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other underlyings. To receive any contingent coupon payments, each underlying must close at or above its respective coupon threshold level on the applicable calculation day. In addition, if the securities have not been called and any underlying has declined to below its respective downside threshold level as of the final calculation day, you will be fully exposed to the decline in the lowest performing underlying over the term of the securities on a 1-to-1 basis, even if the other underlyings have appreciated or have not declined as much. Under this scenario, the value of any such maturity payment amount will be less than 60% of the face amount of your securities and could be zero. Accordingly, your investment is subject to the price risk of each underlying.
■Because the securities are linked to the performance of the lowest performing underlying, you are exposed to greater risks of receiving no contingent coupon payments and sustaining a significant loss on your investment than if the securities were linked to just one underlying. The risk that you will not receive any contingent coupon payments, or that you will suffer a significant loss on your investment, is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying. With three underlyings, it is more likely that any underlying will close below its coupon threshold level on any calculation day, and below its downside threshold level on the final calculation day, than if the securities were linked to only one underlying. Therefore, it is more likely that you will not receive any contingent coupon payments and that you will suffer a significant loss on your investment. In addition, because each underlying must close above its starting level on a monthly calculation day in order for the securities to be called prior to maturity, the securities are less likely to be called on any call settlement date than if the securities were linked to just one underlying.
■The securities are subject to risks associated with mid-capitalization companies. The State Street® SPDR® S&P MidCap 400® ETF Trust tracks the performance of stocks issued by companies that are considered mid-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the State Street® SPDR® S&P MidCap 400® ETF Trust may be more volatile than funds that track the performance of stocks issued by large-capitalization companies. Stock prices of mid-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments. In addition, mid-capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.
June 2026 Page 13
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
■Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the software sector. All or substantially all of the equity securities held by the iShares® Expanded Tech-Software Sector ETF are issued by companies whose primary line of business is directly associated with the design, distribution, manufacture and sale of software. As a result, the value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. The values of companies that are involved in the software industry, such as application software, systems software and home entertainment software sub-industries, are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation, changes in the prices and availability of raw materials and competition in the software industry, both domestically and internationally, including competition from foreign competitors with potentially lower productions costs. Such companies may also be heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, such companies may face competition for the services of, and difficulties in employing and retaining, qualified personnel.
■There are risks associated with investments in securities linked to the value of foreign equity securities. The securities are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions between countries.
■Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the energy sector. The stocks included in the Energy Select Sector Index and that are generally tracked by the IGV Shares are stocks of companies whose primary business is directly associated with the energy sector, including the following sub-sectors: (i) oil, gas and consumable fuels and (ii) energy equipment and services. Because the value of the securities is linked to the performance of the IGV Shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the energy sector.
Energy companies develop and produce crude oil and natural gas and/or provide drilling and other energy resources production and distribution related services. Stock prices for these types of companies are mainly affected by the business, financial and operating condition of the particular company, as well as changes in prices for oil, gas and other types of fuels, which in turn largely depend on supply and demand for various energy products and services. Some of the factors that may influence supply and demand for energy products and services include: general economic conditions and growth rates, weather conditions, the cost of exploring for, producing and delivering oil and gas, technological advances affecting energy efficiency and energy consumption, the ability of the Organization of the Petroleum Exporting Countries (OPEC) to set and maintain production levels of oil, currency fluctuations, inflation, natural disasters, civil unrest, acts of sabotage or terrorism and other regional or global events. The profitability of energy companies may also be adversely affected by existing and future laws, regulations, government actions and other legal requirements relating to protection of the environment, health and safety matters and others that may increase the costs of conducting their business or may reduce or delay available business opportunities. Increased supply or weak demand for energy products and services, as well as various developments leading to higher costs of doing business or missed business opportunities, would adversely impact the performance of companies in the energy sector. The value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting the energy sector or one of the sub-sectors of the energy sector than a different investment linked to securities of a more broadly diversified group of issuers.
■The performance and market price of the IGV Shares and MDY Shares, particularly during periods of market volatility, may not correlate with the performance of the share underlying indices, the performance of the component securities of the share underlying indices or the net asset value per share of such underlying shares. The underlying shares do not fully replicate the share underlying indices and may hold securities that are different than those included in the share underlying indices. In addition, the performance of the underlying shares will reflect additional transaction costs and fees that are not included in the calculation of the share underlying indices. All of these factors may lead to a lack of correlation between the performance of the underlying shares and the share underlying indices. In addition, corporate
June 2026 Page 14
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
actions (such as mergers and spin-offs) with respect to the equity securities constituting the underlying shares may impact the variance between the performances of underlying shares and the share underlying indices. Finally, because the underlying shares are traded on an exchange and are subject to market supply and investor demand, the market price of one share of the underlying shares may differ from the net asset value per share of the underlying shares.
In particular, during periods of market volatility, or unusual trading activity, trading in the securities constituting the underlying shares may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these circumstances, the liquidity of the underlying shares may be adversely affected, market participants may be unable to calculate accurately the net asset value per share of the underlying shares, and their ability to create and redeem shares of the underlying shares may be disrupted. Under these circumstances, the market price of shares of the underlying shares may vary substantially from the net asset value per share of the underlying shares or the level of the share underlying indices.
For all of the foregoing reasons, the performance of the underlying shares may not correlate with the performance of the share underlying indices, the performance of the component securities of the share underlying indices or the net asset value per share of the underlying shares. Any of these events could materially and adversely affect the closing value of the underlying shares and, therefore, the value of the securities. Additionally, if market volatility or these events were to occur on the final calculation day, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to occur, and such determination may affect the payment at maturity of the securities. If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based on the published closing price per share of the underlying shares on the final calculation day, even if the underlying shares are underperforming the share underlying indices or the component securities of the share underlying indices and/or trading below the net asset value per share of the underlying shares.
■Adjustments to the SPX Index could adversely affect the value of the securities. The publisher of the SPX Index may add, delete or substitute the stocks constituting such Index or make other methodological changes that could change the value of such Index. The publisher of the SPX Index may discontinue or suspend calculation or publication of such Index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued Index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that there is no appropriate successor index on any calculation day, the determination of whether the securities will be called or the amount payable at maturity, if any, will be based on the value of such Index, based on the closing prices of the stocks constituting such Index at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the formula for calculating such Index last in effect prior to such discontinuance, as compared to the relevant starting level or threshold level, as applicable (depending also on the performance of the other underlyings).
■Adjustments to the IGV Shares and the MDY Shares or the share underlying indices could adversely affect the value of the securities. The investment adviser to each of the underlying shares seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the relevant share underlying indices. Pursuant to its investment strategy or otherwise, the investment adviser may add, delete or substitute the stocks composing the respective underlying shares. Any of these actions could adversely affect the price of the respective underlying shares and, consequently, the value of the securities. The publisher of each of the share underlying indices is responsible for calculating and maintaining the respective share underlying index. The publisher may add, delete or substitute the stocks constituting the respective share underlying index or make other methodological changes that could change the value of such share underlying index. The publisher of each of the share underlying indices may discontinue or suspend calculation or publication of a share underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued share underlying index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. Any of these actions could adversely affect the value of the share underlying index, and, consequently, the price of the underlying shares and the value of the securities.
■The anti-dilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. MS & Co., as calculation agent, will adjust the adjustment factor for the underlying shares for certain events affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that can affect the underlying shares. If an event occurs that does not require the calculation agent to adjust an adjustment factor for the underlying shares, the market price of the securities may be materially and adversely affected. The determination by the calculation agent to adjust, or not to adjust, an adjustment factor may materially and adversely affect the value of the securities.
■Historical closing values of the underlyings should not be taken as an indication of the future performance of the underlyings during the term of the securities. No assurance can be given as to the closing values of the underlyings at any time, including on the final calculation day, because historical closing values of the underlyings do not provide an indication of future performance of the underlyings.
June 2026 Page 15
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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S&P 500® Index Overview |
The S&P 500® Index, which is calculated, maintained and published by S&P® Dow Jones Indices LLC ("S&P®"), is intended to provide a benchmark for performance measurement of the large capitalization segment of the U.S. equity markets by tracking the stock price movement of 500 companies with large market capitalizations. Component stocks of the S&P 500® Index are required to have a total company level market capitalization that reflects approximately the 85th percentile of the S&P® Total Market Index. The S&P 500® Index measures the relative performance of the common stocks of 500 companies as of a particular time as compared to the performance of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P® U.S. Indices-S&P 500® Index" in the accompanying index supplement.
The following graph sets forth the daily closing values of the SPX Index for the period from January 1, 2021 through June 17, 2026. The closing value of the SPX Index on June 17, 2026 was 7,420.10. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The SPX Index has at times experienced periods of high volatility. You should not take the historical closing values of the SPX Index as an indication of its future performance, and no assurance can be given as to the closing value of the SPX Index at any time, including on the calculation days.
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SPX Index - Daily Closing Values January 1, 2021 to June 17, 2026 |
"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial Services LLC. For more information, see "S&P® U.S. Indices" in the accompanying index supplement.
June 2026 Page 16
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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iShares® Expanded Tech-Software Sector ETF Overview |
The iShares® Expanded Tech-Software Sector ETF is an exchange-traded fund that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of its share underlying index, which is the S&P North American Expanded Technology Software IndexTM. The underlying fund manager with respect to the iShares® Expanded Tech-Software Sector ETF is iShares® Trust ("iShares"), which is a registered investment company. It is possible that the underlier may not fully replicate the performance of its share underlying index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Securities and Exchange Commission by the underlying fund manager pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Securities and Exchange Commission file numbers 333-92935 and 811-09729, respectively, through the Securities and Exchange Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding iShares® Expanded Tech-Software Sector ETF is accurate or complete.
The following graph sets forth the daily closing values of the IGV Shares for the period from January 1, 2021 through June 17, 2026. The closing value of the IGV Shares on June 16, 2026 was $89.16. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The IGV Shares have at times experienced periods of high volatility. You should not take the historical closing values of the IGV Shares as an indication of future performance, and no assurance can be given as to the closing value of the IGV Shares at any time, including on the calculation days.
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IGV Shares - Daily Closing Values January 1, 2021 to June 17, 2026 |
This document relates only to the securities offered hereby and does not relate to the IGV Shares. We have derived all disclosures contained in this document regarding iShares from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to iShares. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding iShares is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the IGV Shares (and therefore the closing price of the IGV Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning iShares could affect the value received with respect to the securities and therefore the value of the securities.
Neither we nor any of our affiliates makes any representation to you as to the performance of the IGV Shares
June 2026 Page 17
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
We and/or our affiliates may presently or from time to time engage in business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect to iShares, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the IGV Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of iShares as in your judgment is appropriate to make an informed decision with respect to an investment linked to the IGV Shares.
"iShares®" is a registered trademark of BlackRock Fund Advisors ("BFA"). The securities are not sponsored, endorsed, sold, or promoted by BFA. BFA makes no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. BFA has no obligation or liability in connection with the operation, marketing, trading or sale of the securities.
S&P North American Expanded Technology Software IndexTM. The S&P North American Expanded Technology Software IndexTM is managed by S&P Dow Jones Indices LLC and is a modified market capitalization-weighted index that is designed to measure the performance of U.S. traded securities from the software industry and select companies from the interactive home entertainment and interactive media and services industries in the U.S. and Canada, as determined by S&P Dow Jones Indices LLC.
June 2026 Page 18
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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State Street® SPDR® S&P MidCap 400® ETF Trust Overview |
The State Street® SPDR® S&P MidCap 400® ETF Trust (the "Trust") is an exchange-traded fund that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of its share underlying index, which is the S&P MidCap 400® Index. The underlying fund manager with respect to the State Street® SPDR® S&P MidCap 400® ETF Trust is SPDR® S&P MidCap 400® ETF Trust, which is a registered investment company. Effective January 28, 2026, the underlier changed its name from SPDR® S&P MidCap 400® ETF Trust to State Street® SPDR® S&P MidCap 400® ETF Trust. It is possible that the underlier may not fully replicate the performance of its share underlying index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Securities and Exchange Commission by the underlying fund manager pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Securities and Exchange Commission file numbers 033-89088 and 811-08972, respectively, through the Securities and Exchange Commission's website at www.sec.gov. In addition, information regarding the underlier may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that any such publicly available information regarding State Street® SPDR® S&P MidCap 400® ETF Trust is accurate or complete.
The following graph sets forth the daily closing values of the MDY Shares for the period from January 1, 2021 through June 17, 2026. The closing value of the MDY Shares on June 17, 2026 was $685.87. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The MDY Shares have at times experienced periods of high volatility. You should not take the historical closing values of the MDY Shares as an indication of future performance, and no assurance can be given as to the closing value of the MDY Shares at any time, including on the calculation days.
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MDY Shares - Daily Closing Values January 1, 2021 to June 17, 2026 |
This document relates only to the securities offered hereby and does not relate to the MDY Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the MDY Shares (and therefore the price of the MDY Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the value received with respect to the securities and therefore the value of the securities.
June 2026 Page 19
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
Neither we nor any of our affiliates makes any representation to you as to the performance of the MDY Shares.
We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the MDY Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the MDY Shares.
"Standard & Poor's®," "S&P®," "S&P 400®," "Standard & Poor's MidCap 400® Index" and "S&P MidCap Index" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the Trust. S&P®, S&P® Global Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.
S&P MidCap 400® Index. The S&P MidCap 400® Index is intended to provide a benchmark for performance measurement of the medium capitalization segment of the U.S. equity markets by tracking the stock price movement of 400 companies with mid-sized market capitalizations. The share underlying index publisher with respect to the S&P MidCap 400® Index is S&P® Dow Jones Indices LLC, or any successor thereof. Component stocks of the S&P MidCap 400® Index are required to have a total company level market capitalization that reflects approximately the 85th - 93rd percentile of the S&P® Total Market Index. The S&P MidCap 400® Index measures the relative performance of the 400 constituent stocks as of a particular time as compared to the common stocks of 400 similar companies on the base date of June 28, 1991. The S&P MidCap 400® Index does not overlap holdings with the S&P 500® Index or the S&P SmallCap 600® Index. For additional information about the S&P MidCap 400® Index, see the information set forth under "S&P® U.S. Indices-S&P MidCap 400® Index" in the accompanying index supplement.
June 2026 Page 20
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
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Additional Information About the Securities |
Minimum ticketing size
$1,000 / 1 security
United States federal income tax considerations
You should review carefully the section in the accompanying tax supplement entitled "United States Federal Taxation." The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities offered by this pricing supplement.
Generally, this discussion assumes that you purchased a security for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. Moreover, as discussed in the section entitled "United States Federal Taxation" in the accompanying tax supplement, we have not attempted to ascertain whether any issuer of any underlier to which the securities relate is a U.S. real property holding corporation or a passive foreign investment company. You should consult your tax adviser regarding these issues, including the effect any circumstances specific to you may have on the U.S. federal income tax consequences of your ownership of a security.
In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts with associated coupons, and any coupons as ordinary income, as described in the section entitled "United States Federal Taxation-Tax Consequences to U.S. Holders-Program Securities Treated as Prepaid Financial Contracts with Associated Coupons" in the accompanying tax supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the "IRS") or a court might not agree with it. Moreover, because this treatment of the securities and our counsel's opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. A different tax treatment could be adverse to you.
We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In particular, due to the terms of the securities and current market conditions, there is a risk that the securities could be characterized as debt instruments for U.S. federal income tax purposes, in which case the timing and character of income recognized in respect of the securities could be different from those described herein and possibly adverse to certain investors. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts" and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
Non-U.S. Holders. If you are a Non-U.S. Holder (as defined in the accompanying tax supplement), please also read the section entitled "United States Federal Taxation-Tax Consequences to Non-U.S. Holders-Program Securities Not Treated as Debt Instruments" in the accompanying tax supplement.
The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in respect of the securities, we would expect generally to treat the coupons paid to Non-U.S. Holders as subject to U.S. withholding tax. Moreover, you should expect that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons.
As discussed under "United States Federal Taxation-Tax Consequences to Non-U.S. Holders-Dividend Equivalents under Section 871(m) of the Code" in the accompanying tax supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a "delta" of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the securities.
We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction
June 2026 Page 21
Morgan Stanley Finance LLC
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the iShares® Expanded Tech-Software Sector ETF, the S&P 500® Index and the State Street® SPDR® S&P MidCap 400® ETF Trust due July 3, 2029
Additional considerations
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
Supplemental information regarding plan of distribution; conflicts of interest
MS & Co. and WFS will act as the agents for this offering. WFS will receive a commission of up to $23.25 for each security it sells. WFS proposes to offer the securities in part directly to the public at the price to public set forth on the cover page of this document and in part to Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of WFS's affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of WFS, or other securities dealers at such price less a selling concession of up to $17.50 per security. In addition to the selling concession allowed to WFA, WFS may pay $0.75 per security of the commission to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement for principal at risk securities for information about the distribution arrangements for the securities. References therein to "agent" refer to each of MS & Co. and WFS, as agents for this offering, except that references to "agent" in the context of offers to certain Morgan Stanley dealers and compliance with FINRA Rule 5121 do not apply to WFS. MS & Co., WFS or their affiliates may enter into hedging transactions with us in connection with this offering.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities such that for each security the estimated value on the pricing date will be no lower than the minimum level described in "Estimated Value of the Securities" beginning on page 4.
MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See "Plan of Distribution; Conflicts of Interest" and "Use of Proceeds and Hedging" in the accompanying product supplement.
Where you can find more information
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement for principal at risk securities, the index supplement, and the tax supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement for principal at risk securities, the index supplement, the tax supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the product supplement for principal at risk securities, index supplement, tax supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site at www.sec.gov as follows:
Product Supplement for Principal at Risk Securities dated April 8, 2026
Index Supplement dated April 8, 2026
TaxSupplement dated April 8, 2026
Prospectus dated April 8, 2026
Terms used but not defined in this document are defined in the product supplement for principal at risk securities, in the index supplement, in the tax supplement or in the prospectus.
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