Morgan Stanley Finance Launches $610,000 Contingent Income Buffered Auto-Callable Securities Linked to Dow Jones and Technology ETF

Structure and Underlying Asset Exposure

These securities are complex structured products blending traditional debt and conditional equity-linked features. Issued under Morgan Stanley Finance LLC's Series A Global Medium-Term Notes program and fully guaranteed by Morgan Stanley, investors bear the credit risk of Morgan Stanley. The notes’ performance depends on the worst-performing of two underlyings: the Dow Jones Industrial Average (INDU Index) and the State Street Technology Select Sector SPDR ETF (XLK Fund), introducing asymmetric downside risk.

The dual-underlier design means that a significant drop in either the Dow Jones Industrial Average or the technology ETF will adversely affect returns, regardless of the other’s performance. This structure concentrates risk rather than diversifying it, as all returns hinge on the weaker asset. Initial levels were set at 52,146.42 for INDU and $175.59 for XLK as of July 17, 2026.

Contingent Coupon Payments and Observation Dates

Coupons are paid annually at a contingent rate of 7.65%, only if both underliers close at or above 80% of their initial levels—41,717.136 for INDU and $140.472 for XLK—on specified observation dates. If either closes below its coupon barrier on any observation date, no coupon is paid for that period, regardless of the other underlier’s performance.

Multiple observation dates align with coupon payment dates throughout the securities’ term, with the final observation on July 17, 2028, subject to postponement for non-trading or market disruptions. Investors risk receiving no coupons over the two-year term if either underlier falls more than 20% below its initial level at any observation date. The final coupon payment, if earned, is made at maturity on July 20, 2028.

Automatic Early Redemption and Call Levels

These securities include automatic early redemption provisions, allowing termination before maturity if both underliers perform well. Redemption determination dates occur on July 20, 2027; October 18, 2027; January 18, 2028; and April 17, 2028. On any such date, if both underliers close at or above their call thresholds—100% of initial levels (52,146.42 for INDU and $175.59 for XLK)—the securities will be redeemed early on the corresponding redemption date, with payment of principal plus the contingent coupon for that period.

Early redemption dates follow shortly after determination dates: July 23, 2027; October 21, 2027; January 21, 2028; and April 20, 2028. Upon early redemption, no further payments occur and the investment ends.

Buffer Feature and Maturity Payment Terms

If not redeemed early, maturity payments depend on whether final levels of both underliers meet or exceed buffer levels, which provide protection against moderate declines. If both underliers close at or above their buffer levels, investors receive the full $1,000 principal per security plus any final contingent coupon.

If either underlier finishes below its buffer level, investors incur principal losses on a one-to-one basis relative to the worst-performing underlier’s decline beyond the buffer. This can result in substantial principal loss, with the minimum payment at maturity undisclosed in this supplement. This structure exposes investors to significant downside risk absent early redemption.

Pricing Details and Commissions

Priced at $1,000 per security, the offering comprised 610 securities totaling $610,000 in principal. Morgan Stanley & Co. LLC, acting as agent, earned a fixed sales commission of $27.50 per security, amounting to $16,775 in total commissions. Selected dealers and financial advisors receive this fixed compensation from the agent.

The estimated value at pricing on July 17, 2026, was $962.10 per security, a discount of approximately 3.79% from the issue price. This reflects the issuer’s hedging costs and compensation for the principal-at-risk features. Net proceeds to Morgan Stanley Finance LLC after commissions were $593,225.

Credit Risk and Guarantee Information

Payments on these notes depend on the creditworthiness of Morgan Stanley Finance LLC and its guarantor, Morgan Stanley. Investors face the risk of partial or total loss if Morgan Stanley defaults. The securities are unsecured obligations with no claim on the underlying indices or ETF, relying solely on Morgan Stanley’s credit for repayment.

The guarantee is full and unconditional, making Morgan Stanley the primary obligor alongside Morgan Stanley Finance LLC. Nonetheless, these notes are subordinated to Morgan Stanley’s secured and senior debt. Investors should carefully evaluate Morgan Stanley’s financial strength as part of their risk assessment, since underlying asset performance does not protect against issuer default.

Principal-at-Risk Profile and Investor Suitability

These principal-at-risk securities require investors to accept the possibility of losing a significant portion of their initial investment. Designed for investors willing to risk principal and the chance of no coupon payments over two years, they offer a 7.65% annual contingent coupon if conditions are met and a buffer against moderate declines. Losses can be substantial if either underlier falls well below buffer levels.

Investors do not participate in any appreciation of the underliers despite equity-linked features. The buffer offers limited downside protection, cushioning losses only up to a point before losses accrue one-to-one. Investors must be comfortable with the risk of zero coupons if either underlier drops 20% or more, and the potential for significant principal loss.

Regulatory Filings and Investment Disclosures

These securities are issued under Morgan Stanley Finance LLC’s Series A Global Medium-Term Notes program, registered under Nos. 333-293641 and 333-293641-01. Pricing Supplement No. 17,311 dated July 17, 2026, was filed under SEC Rule 424(b)(2). The offering is supported by a product supplement, index supplement, tax supplement, and prospectus dated April 8, 2026, detailing terms and conditions.

The securities are not bank deposits, savings accounts, or FDIC insured, nor are they obligations of or guaranteed by any bank. The SEC and state regulators have neither approved nor disapproved the securities or verified the completeness of the documentation. Minimum investment amounts and investor eligibility were not disclosed.

Performance Risk and Concentration Considerations

Using the worst-performing underlier to determine returns concentrates risk across two distinct asset classes: the broad-market Dow Jones Industrial Average and the technology sector ETF. A downturn in technology or the broader market can trigger coupon and buffer breaches, even if the other performs well. This structure exposes investors to sector-specific and market-wide risks.

Barrier levels—100% for calls, 80% for coupons, and an undisclosed buffer level—reflect probability-weighted pricing assumptions. The 7.65% contingent coupon compensates for risks including missed coupons and principal loss. The two-year maturity concentrates reinvestment risk and requires investors to decide whether to hold through early redemption opportunities or maturity.

Tax Implications and Supplementary Documentation

A tax supplement dated April 8, 2026, outlines the tax treatment of contingent coupons, early redemption proceeds, and principal loss at maturity. Tax consequences may vary for individual and institutional investors. Investors should review this supplement alongside other offering documents and consult tax advisors regarding specific implications.

The full offering documentation includes interconnected materials specifying all terms and contingencies affecting coupon payments, early redemption, and maturity. Investors are advised to carefully read the pricing supplement together with the product, index, tax supplements, and prospectus, accessible via official filing hyperlinks, due to the complexity of the structured product.