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Morgan Stanley Finance LLC has priced and issued $2 million in principal amount of Jump Securities featuring an Auto-Callable option, structured notes linked to the stock performance of Broadcom Inc. and NVIDIA Corporation. These securities mature on July 27, 2028, and offer early redemption with a 50% premium if both underlying stocks exceed their call thresholds by August 5, 2027. However, investors bear full principal risk if either stock declines substantially. The offering, guaranteed by Morgan Stanley, was priced on July 23, 2026, and is designed as a principal-at-risk investment for those willing to sacrifice current income for potential upside participation.
Key Points
- NYSE Ticker: MS-PQ
- Morgan Stanley Finance LLC issued $2,000,000 aggregate principal amount of Jump Securities with Auto-Callable Feature on July 28, 2026
- Securities mature July 27, 2028; early redemption possible on August 9, 2027 at $1,500 per $1,000 principal if Broadcom and NVIDIA stocks trade at or above 100% of their strike-date prices by August 5, 2027
- Full principal loss risk if either stock falls below 60% of initial levels; upside capped at 300% of the worst-performing stock's gains
Details on Structured Notes Pricing and Issuance
Morgan Stanley Finance LLC structured and priced this Jump Securities offering on July 23, 2026, with an original issue date of July 28, 2026. The total principal issued was $2,000,000, with each security having a stated principal of $1,000. The issue price matched the stated principal at $1,000 per security, while the estimated value on pricing date was $973.80 per security, reflecting embedded issuance, sales, structuring, and hedging costs. This difference represents the fees borne by investors at purchase.
Morgan Stanley & Co. LLC, an affiliate and wholly owned subsidiary of Morgan Stanley Finance LLC, acted as the offering agent. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. served as placement agents, earning total commissions and fees of $30,000 (equivalent to $15 per $1,000 principal) with net proceeds to the issuer of $1,970,000. Placement agents waived fees for certain fiduciary account sales; the stated fees apply to non-fiduciary accounts only.
Dual Underlying Stocks: Broadcom and NVIDIA
The securities are linked to Broadcom Inc. (AVGO) and NVIDIA Corporation (NVDA) common stocks. Both were struck on July 22, 2026, at initial levels of $396.81 for Broadcom and $212.06 for NVIDIA. The securities’ value depends on the worst-performing stock, meaning gains in one do not offset losses in the other. This design concentrates risk on the poorer performing stock, creating asymmetrical risk exposure for investors.
The filing highlights that multiple underliers do not provide diversification benefits but rather focus risk on the worst-performing asset. A significant decline in either Broadcom or NVIDIA will negatively impact returns regardless of the other stock’s performance. This worst-of-two-underliers structure is central to the risk profile of these principal-at-risk securities.
Auto-Callable Feature and Call Thresholds Explained
The securities include an automatic early redemption feature that offers substantial upside if market conditions are met. On the first determination date, August 5, 2027, if both Broadcom and NVIDIA close at or above their call threshold prices—$396.81 and $212.06 respectively—the securities will be automatically redeemed on August 9, 2027.
Early redemption pays investors $1,500 per security, a 50% premium over the $1,000 principal. After redemption, no further payments are made. This feature requires both stocks to maintain or exceed their strike-date prices within approximately 13 months from July 22, 2026, to August 5, 2027. Investors purchasing at $1,000 with an estimated value of $973.80 could realize significant returns if early redemption occurs.
Maturity Payment Scenarios Based on Stock Performance
At maturity on July 27, 2028, three outcomes are possible depending on final stock levels. If both stocks finish above their initial levels, investors receive the $1,000 principal plus an upside payment calculated as $1,000 multiplied by 300% participation rate and the percentage gain of the worst-performing stock. For example, a 10% gain in the worst-performing stock results in a $300 upside payment, totaling $1,300 per security.
If either stock finishes at or below its initial level but remains above the 60% downside threshold, investors receive only the $1,000 principal with no upside. However, if either stock falls below 60% of its initial price—$238.086 for Broadcom and $127.236 for NVIDIA—investors lose 1% of principal for every 1% decline below the initial level, potentially resulting in a payment significantly less than principal or even zero.
Significant Principal Loss Risk if Stocks Decline Sharply
These securities carry notable downside risk unlike traditional debt. If the worst-performing stock drops more than 40% from its strike-date price, investors face losses exceeding their principal. For instance, a 50% decline in the worst-performing stock means investors receive only half their principal back. If either stock approaches zero, maturity payments could be near zero.
The filing stresses these are principal-at-risk securities intended for investors prepared to lose their entire investment based on stock performance. They do not guarantee principal repayment or provide interest payments, distinguishing them from conventional bonds.
Credit Risk and Guarantee Details
The securities are unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley. All payments depend on the creditworthiness of both entities. In case of default, investors could lose some or all of their investment. The guarantee provides recourse only to Morgan Stanley and does not grant any security interest in the underlying stocks or collateral.
These securities are not secured obligations, meaning investors have no priority claim on assets if default or insolvency occurs. Recovery depends solely on Morgan Stanley’s credit strength, independent of Broadcom or NVIDIA stock performance. Investors bear both market and credit risks.
Investor Suitability and Risk Disclosure
The filing states these securities suit investors willing to risk principal and forgo current income for the chance of early redemption or maturity payments exceeding principal. Investors must accept no interest payments and principal risk in exchange for potential capital gains through upside participation and early redemption.
Additional risk factors and terms are detailed in the product supplement, tax supplement, and prospectus dated April 8, 2026, which investors should review alongside this pricing supplement.
Regulatory Filing and FDIC Insurance Exclusion
Filed under Rule 424(b)(2) of the Securities Act, referencing registration numbers 333-293641 and 333-293641-01, the securities were priced on July 23, 2026, and filed with the SEC on July 27, 2026. The SEC and state regulators have neither approved nor disapproved the securities or determined the completeness of the offering documents.
The filing clarifies these securities are not bank deposits or savings accounts and are not insured by the FDIC or any government agency. They are not bank obligations or guaranteed by a bank, underscoring their principal-at-risk nature and lack of deposit insurance protection.
Identification, Trading, and Distribution Information
The securities carry CUSIP 61781GX63 and ISIN US61781GX638. They will not be listed on any exchange and will trade over-the-counter, resulting in lower liquidity compared to exchange-traded securities. Issued under Morgan Stanley Finance LLC's Series A Global Medium-Term Notes program, these structured notes have fixed maturity on July 27, 2028, with a final determination date of July 24, 2028, subject to adjustments for market disruptions.
The strike date of July 22, 2026, establishes reference prices for Broadcom and NVIDIA that determine performance, thresholds, and payoffs. Closing levels and adjustment factors are defined in the product supplement accompanying the offering documents.
