Morgan Stanley Finance LLC Files 424B2 for Asset-Backed Securities

TL;DR

**Morgan Stanley Finance LLC is issuing new asset-backed securities, business as usual for funding.**

AI Summary

Morgan Stanley Finance LLC, a subsidiary of Morgan Stanley, filed a 424B2 prospectus on March 24, 2026, related to its existing shelf registration statement (File No. 333-275587-01). This filing indicates that Morgan Stanley Finance LLC is offering new asset-backed securities, which is a routine financing activity for large financial institutions. For investors, this means Morgan Stanley is actively managing its funding and capital structure, potentially raising capital to support its operations or new investments, which is a normal course of business for a company of its size.

Why It Matters

This filing shows Morgan Stanley Finance LLC is raising capital through asset-backed securities, a common practice for financial firms to fund operations and manage liquidity.

Risk Assessment

Risk Level: low — This is a routine prospectus filing for a large financial institution, indicating standard capital-raising activities with no immediate red flags.

Analyst Insight

Investors should view this as a standard operational filing. No immediate action is required, but those interested in Morgan Stanley's funding structure might look for the full prospectus to understand the terms of the asset-backed securities.

Key Numbers

• 333-275587-01 — Shelf Registration File No. (Identifies the underlying registration statement for the securities offering.)
• 2026-03-24 — Filing Date (Indicates when the prospectus was officially submitted to the SEC.)

Key Players & Entities

• Morgan Stanley Finance LLC (company) — Filer of the 424B2 prospectus
• Morgan Stanley (company) — Parent company of the Filer
• 333-275587-01 (dollar_amount) — File number for the shelf registration statement
• 2026-03-24 (dollar_amount) — Filing date of the 424B2 prospectus

FAQ

Key Financial Figures

• $9.209 — value on the Trade Date Approximately $9.209 per Security, or within $0.40 of that e
• $0.40 — ximately $9.209 per Security, or within $0.40 of that estimate. See "Additional Infor
• $10.00 — ) Proceeds to Us (2) Per Security $10.00 $0.35 $9.65 Total $ $ $ (
• $0.35 — eds to Us (2) Per Security $10.00 $0.35 $9.65 Total $ $ $ (1) UBS F
• $9.65 — s (2) Per Security $10.00 $0.35 $9.65 Total $ $ $ (1) UBS Financial
• $10 — . The Issue Price of each Security is $10. This price includes costs associated w
• $9 — on the Trade Date will be approximately $9.209, or within $0.40 of that estimate.
• $10 B — payment at maturity equal to: $10 + ($10 Basket Return) Under these circumstance

Filing Documents

• ms15128_424b2-10713.htm (424B2) — 801KB
• image1.gif (GRAPHIC) — 5KB
• image2.gif (GRAPHIC) — 100KB
• image3.gif (GRAPHIC) — 90KB
• image4.gif (GRAPHIC) — 87KB
• image5.gif (GRAPHIC) — 87KB
• image6.gif (GRAPHIC) — 91KB
• image7.gif (GRAPHIC) — 98KB
• 0001839882-26-016621.txt ( ) — 1570KB

From the Filing

PRICING SUPPLEMENT NO. 15,128 Preliminary Pricing Supplement No. 15,128 Registration Statement Nos. 333-275587; 333-275587-01 Dated March 24, 2026 Filed Pursuant to Rule 424(b)(2) Morgan Stanley Finance LLC Trigger GEARS Linked to a Basket of Global Indices due April 1, 2031 Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities Investment Description These Trigger GEARS (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC ("MSFL") and fully and unconditionally guaranteed by Morgan Stanley with returns linked to the performance of a weighted basket of global indices (the "Basket"), consisting of the MSCI Emerging Markets Index SM , the EURO STOXX 50 Index, the Nikkei Stock Average, the FTSE 100 Index, the Swiss Market Index and the S&P /ASX 200 Index, each of which we refer to as an "Underlier" and together as the "Underliers." If the Basket Return is greater than zero, MSFL will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Basket Return multiplied by (iii) the Upside Gearing of between 1.20 and 1.36 (the actual Upside Gearing will be determined on the Trade Date). If the Basket Return is less than or equal to zero, MSFL will either pay the full Principal Amount at maturity, or, if the Final Basket Level is less than the Downside Threshold, MSFL will pay significantly less than the full Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Basket Return. These long-dated Securities are for investors who seek an equity basket-based return and who are willing to risk a loss on their principal and forgo current income in exchange for the Upside Gearing feature and the contingent repayment of principal, which applies only if the Final Basket Level is not less than the Downside Threshold, each as applicable at maturity. Investing in the Securities involves significant risks. You will not receive interest or dividend payments during the term of the Securities. You may lose a significant portion or all of your Principal Amount. The contingent repayment of principal applies only if you hold the Securities to maturity. 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 underlying reference asset or assets. Features Key Dates * Enhanced Growth Potential: If the Basket Return is greater than zero, the Upside Gearing feature will provide leveraged exposure to any positive Basket Return, and MSFL will pay the Principal Amount at maturity plus pay a return equal to the Basket Return multiplied by the Upside Gearing. If the Basket Return is less than zero, investors may be exposed to the negative Basket Return at maturity. Contingent Repayment of Principal at Maturity: If the Basket Return is equal to or less than zero and the Final Basket Level is not less than the Downside Threshold, MSFL will pay the Principal Amount at maturity. However, if the Final Basket Level is less than the Downside Threshold, MSFL will pay less than the full Principal Amount, if anything, resulting in a significant loss of principal that is proportionate to the percentage decline in the value of the Basket. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness. Trade Date March 27, 2026 Settlement Date March 31, 2026 Final Valuation Date** March 27, 2031 Maturity Date** April 1, 2031 *Expected. **Subject to postponement in the event of a Market Disruption Event or for non-Index Business Days. See "Postponement of Final Valuation Date and Maturity Date" under "Additional Terms of the Securities." The Securities are significantly riskier than conventional debt INSTRUMENTS. the terms of the securities may not obligate us TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. the Securities CAN have downside MARKET risk SIMILAR TO the UnDERLIERS, WHICH CAN RESULT IN A LOSS OF A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT at maturity. This MARKET risk is in addition to the CREDIT risk INHERENT IN PURCHASING our DEBT OBLIGATIONS. You should not PURCHASE the Securities if you do not understand or are not comfortable with the significant risks INVOLVED in INVESTING IN the Securities. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER KEY RISKS'' BEGINNING ON PAGE 5 OF THIS PRELIMINARY PRICING SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECU

View Full Filing

View this 424B2 filing on SEC EDGAR