[144] CarGurus, Inc. SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC (guaranteed by Morgan Stanley) is offering $554,000 aggregate principal amount of Callable Contingent Income Securities due July 12 2028. The notes are linked to the worst performance among the EURO STOXX 50, Nasdaq-100 Technology Sector and Russell 2000 indices and are issued under the Series A Global MTN program.

Coupon mechanics: investors may receive a quarterly contingent coupon of 10.15% p.a. (c. $25.375 per $1,000 per period) only if all three indices close at or above their respective coupon-barrier levels (70% of initial) on the observation date. Miss a barrier on any index and no coupon is paid for that quarter.

Principal repayment: at maturity investors receive (i) par if every index is at or above its downside threshold (60% of initial); or (ii) par × performance of the worst performer if any index is below its threshold, exposing holders to a 1-for-1 loss down to zero. No principal is protected.

Early call: beginning 10 Oct 2025 the issuer may redeem the notes on any scheduled redemption date only if an internal risk-neutral valuation model deems redemption economically rational for Morgan Stanley. If called, investors receive par plus any due coupon; no further payments are made.

Key terms: issue price $1,000; estimated value $970.50 (reflects embedded fees and internal funding rate); agent’s concession $2 per note; first observation 7 Oct 2025; CUSIP 61778NHT1; the securities will not be listed and MS & Co. is not obliged to make a secondary market.

Risk highlights: (1) potential loss of entire principal; (2) uncertain coupon stream; (3) call risk skewed in issuer’s favour; (4) credit risk of Morgan Stanley; (5) limited liquidity; (6) adverse tax uncertainty for U.S. and non-U.S. investors. The small offering size (<$1 million including fees) is immaterial to Morgan Stanley’s capital structure but the product entails substantial complexity for retail purchasers.

Positive

• High contingent coupon rate of 10.15% p.a. offers above-market income potential if all three indices remain above 70% of their initial levels on observation dates.
• Par repayment possible provided none of the indices falls below 60% at final valuation, giving a defined conditional capital return.
• Issuer call option may shorten duration and return capital earlier if market levels are favourable.

Negative

• Principal is fully at risk; investors lose 1% of principal for every 1% decline in the worst performer below the 60% threshold, down to zero.
• Coupon uncertainty: missing the barrier on any single index cancels the entire quarter’s payment, potentially resulting in no income for the full term.
• Issuer-controlled call feature allows Morgan Stanley to redeem when coupons remain high, limiting upside and reinvestment options for holders.
• Worst-of basket linkage increases probability of barrier breaches versus single-index notes, amplifying risk.
• Estimated value (97.05%) shows roughly 3% embedded fees, meaning investors pay above model value at issuance.
• No exchange listing and limited market-making commitment point to potentially illiquid secondary trading.

Insights

Structured Product Analyst

TL;DR (Investor view): 10.15% coupon looks attractive, but barriers, call feature and worst-of design make full-principal loss plausible.

These notes combine three risk levers: (1) worst-of basket linking; (2) 60% downside threshold; (3) issuer-favoured discretionary call. Because the lowest-performing index dictates outcomes, historical back-tests show high probability of at least one index breaching 70 % within the first two years, which would cancel coupons. The 10.15% rate therefore compensates primarily for volatility rather than being a true yield pickup. Investors also face negative convexity: if markets rally, Morgan Stanley’s model is likely to call the notes, capping returns. Estimated value at 97.05% indicates roughly 3% in structuring costs. Given the tiny size, the deal is immaterial for MS’s balance-sheet, but prospective buyers must be comfortable with equity-like downside and limited secondary liquidity.

Credit & Risk Analyst

TL;DR (Issuer view): Minimal funding cost, negligible balance-sheet impact; credit risk unchanged for MS.

From Morgan Stanley’s perspective the transaction provides low-cost funding at an internal rate below secondary spreads, with optionality to redeem when advantageous. At only $554k face value, the note has no material effect on leverage, liquidity or capital ratios. Credit investors should note, however, that such structured issuances marginally increase contingent liabilities and add reputational risk if retail buyers misunderstand exposure. Overall credit impact is de minimis; disclosure aligns with prior offerings.

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
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	1325	46375.00	84630375	07/10/2025	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 *
Class A	01/31/2025	Restricted Stock Vesting	Issuer			1325	01/31/2025	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
Ismail El Shareef 1001 Boylston Street 16th Floor Boston MA 02115	Class A	06/04/2025	5246	164567.02

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 coupon rate on Morgan Stanley's 10.15% Callable Contingent Income Securities (MS)?

The notes offer a contingent coupon of 10.15% per annum, payable quarterly only if all three indices close at or above 70% of their initial levels on each observation date.

How is principal protected on the MS Callable Contingent Income Securities?

There is no principal protection. If any index finishes below its 60% downside threshold at maturity, repayment equals par multiplied by the worst performer’s return, possibly zero.

When can Morgan Stanley redeem these securities early?

Starting 10 Oct 2025, the issuer may call the notes on any scheduled redemption date if its risk-neutral model deems redemption economically rational.

What is the estimated value versus issue price of the notes?

The estimated value on the pricing date is $970.50 per $1,000 note, reflecting embedded fees and the issuer’s internal funding rate.

Will the securities be listed on an exchange?

No. The notes will not be listed; liquidity depends on Morgan Stanley & Co.’s discretionary secondary market making.

How large is the offering of these structured notes by Morgan Stanley?

The aggregate principal amount is $554,000, a relatively small issuance under Morgan Stanley Finance LLC’s MTN program.