[144] Broadcom Inc. SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC (MSFL) is offering Buffered Performance Leveraged Upside Securities (Buffered PLUS) linked to the S&P 500® Index, maturing 23 September 2026 (approximately 14 months). The $1,000-denominated notes are unsecured and unsubordinated obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and will not be listed on any exchange.

Return profile

• Upside: Investors receive 150 % of any positive index performance, capped by a maximum payment of $1,115 (111.5 % of principal). The cap is reached if the index is ≈7.67 % above the initial level at valuation.
• Par protection: If the index closes down ≤5 % from the initial level on the valuation date (18 Sep 2026), principal is returned in full.
• Downside: For index losses >5 %, redemption equals $1,000 × (Index Performance Factor) + $50. The minimum payment is $50; investors may lose up to 95 % of principal.

Key terms

• Leverage factor: 150 %
• Buffer amount: 5 %
• Issue price: $1,000; estimated value on pricing date: $970.60
• Sales commission: $17.50; structuring fee: $5.00
• CUSIP / ISIN: 61778NLQ2 / US61778NLQ24
• No periodic coupons; principal-at-risk

Risk highlights

• Credit risk: Payments depend on Morgan Stanley’s ability to pay; MSFL has no independent assets.
• Market risk: Performance measured only on the single valuation date; interim appreciation is not protected.
• Limited upside: Maximum return is 11.5 % over 14 months despite 150 % leverage.
• Liquidity: No exchange listing; secondary market, if any, solely through MS&Co. at negotiated prices likely below initial value.
• Cost drag: Embedded fees and the issuer’s lower internal funding rate reduce the note’s economic value relative to direct index exposure.
• Tax uncertainty: Treated as an “open transaction”; IRS could apply alternative taxation.

Investor suitability

The Buffered PLUS may interest investors who:

• have a moderately bullish view on the S&P 500® over the next 14 months,
• seek leveraged upside up to 11.5 % and are comfortable with a narrow 5 % buffer,
• are willing to assume issuer credit risk, liquidity risk, tax complexity and potential 95 % principal loss.

Use of proceeds & conflicts: Proceeds support general corporate purposes and hedging. MS&Co., an affiliate, acts as agent and calculation agent, creating potential conflicts of interest governed by FINRA Rule 5121.

Positive

• 150 % leveraged exposure to S&P 500 gains up to 7.7 % appreciation, enhancing returns versus direct index holding within that narrow band.
• 5 % downside buffer offers limited protection against small market declines at maturity.
• Short 14-month tenor reduces duration and interest-rate sensitivity compared with longer-dated structured notes.
• Full guarantee by Morgan Stanley provides investment-grade credit backing (subject to issuer risk).

Negative

• Upside capped at 11.5 %; investors forego equity gains beyond ~7.7 % index appreciation.
• High principal risk: losses accelerate 1-for-1 below the 5 % buffer, with a possible 95 % loss at maturity.
• Estimated value ($970.60) is below issue price, indicating an immediate value drag from fees and internal funding spread.
• No exchange listing and dealer’s discretionary secondary market may create significant liquidity risk and wide bid-ask spreads.
• Tax treatment uncertain; future IRS guidance could impose adverse consequences.
• Issuer credit risk: payment depends solely on Morgan Stanley’s solvency; MSFL has no independent assets.

Insights

Structured Products Analyst

TL;DR — 5 % buffer, 150 % leverage, 11.5 % cap: attractive only for short-term mild bullish views; high fees, credit and liquidity risks.

The note combines modest principal protection with limited upside. A 5 % buffer is thin relative to historical S&P 500 volatility, exposing investors to sizable losses on moderate drawdowns. While the 150 % participation looks compelling, the absolute maximum gain of 11.5 % effectively converts this into a short-dated call spread. The implied option value (issue price less fair value ≈$29.40) roughly equals the 2.9 % fee stack, eroding expected return. Credit exposure to Morgan Stanley is investment-grade, but not immaterial during stressed markets. Absence of liquidity and calculation-agent discretion add execution risk. Overall, neutral impact: suitable for tactical allocations, but risk-reward inferior to cheaper index alternatives.

Portfolio Manager

TL;DR — Cap truncates upside; small buffer and credit risk make it a niche trade, not core equity substitute.

For balanced portfolios, the Buffered PLUS can serve as a yield-enhanced cash proxy if one believes the S&P 500 will rise modestly or stay flat. However, the opportunity cost of forfeiting gains beyond 7.7 % is high in a momentum-driven market. Drawdown protection is inadequate versus typical ±15-20 % annual index swings. Liquidity constraints hinder tactical exit. From a portfolio construction viewpoint, I see limited diversification benefits: payoff is still highly correlated with equities but adds issuer-specific risk. Hence, I assign a neutral rating—instrument is neither materially positive nor negative for MS equity holders but offers incremental fee income to the firm.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	800	219440.00	4703470979	07/14/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/03/2024	Restricted Stock Vesting	Issuer			800	04/03/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Justine Page 3421 Hillview Ave Palo Alto CA 94304	Common	04/14/2025	800	148000.00
Justine Page 3421 Hillview Ave Palo Alto CA 94304	Common	05/14/2025	800	184152.00
Justine Page 3421 Hillview Ave Palo Alto CA 94304	Common	06/16/2025	800	200280.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the maximum return investors can earn on MS Buffered PLUS?

The maximum payment is $1,115 per $1,000 note, representing an 11.5 % cap on total return.

How much downside protection does the 2026 MS Buffered PLUS provide?

The note has a 5 % buffer; if the S&P 500 falls ≤5 % at valuation, principal is returned. Losses are 1-for-1 beyond that.

What happens if the S&P 500 declines 20 % at maturity?

The redemption equals $1,000 × 0.80 + $50 = $850, a 15 % loss on principal.

Why is the estimated value ($970.60) lower than the $1,000 issue price?

The difference reflects sales commissions, structuring fees and Morgan Stanley’s internal funding spread, which reduce investor value.

Are MS Buffered PLUS tradeable before maturity?

They are not exchange-listed. MS&Co. may offer to buy or sell in the secondary market, but liquidity and pricing are uncertain.

What is the CUSIP and ISIN for these securities?

CUSIP: 61778NLQ2; ISIN: US61778NLQ24.