[424B2] Morgan Stanley Prospectus Supplement
Bluerock Homes Trust, Inc. (NYSE American: BHM) has filed a Form 8-K/A to supply the audited and unaudited financial statements of Marble Capital Income and Impact Fund, LP and to present pro-forma results reflecting BHM’s recent $25 million limited-partnership investment completed on 25 April 2025.
Transaction details: the cash purchase reduces BHM’s pro-forma cash balance to $109.7 million, while recording an equivalent $25 million ‘Investment in unconsolidated real estate joint ventures’. Total assets remain $964.4 million; no additional debt or equity was issued.
Pro-forma impact: • Q1-25 income statement adds $0.3 million of JV income (1.2% annualised yield), trimming the net loss attributable to common shareholders from $(2.53) million to $(2.44) million (loss per share improves two cents to $(0.65)). • FY-24 pro-forma figures include $1.225 million of estimated JV income (4.9% yield), narrowing the loss to common shareholders from $(4.23) million to $(3.85) million (EPS improves a dime to $(1.00)). • Balance-sheet leverage is unchanged; mortgages and credit facilities total $336.5 million (35% of assets).
Investor takeaways: the Marble Investment modestly diversifies BHM’s revenue stream and deploys surplus cash without increasing leverage, yet the incremental earnings are immaterial (<1% of revenue) and do not eliminate ongoing net losses. Management cautions that pro-forma data are illustrative and forward-looking statements are subject to the risk factors outlined in recent SEC filings.
Bluerock Homes Trust, Inc. (NYSE American: BHM) ha presentato un Modulo 8-K/A per fornire i bilanci certificati e non certificati di Marble Capital Income and Impact Fund, LP e per mostrare i risultati pro-forma che riflettono il recente investimento in una società in accomandita per 25 milioni di dollari completato il 25 aprile 2025.
Dettagli della transazione: l'acquisto in contanti riduce il saldo di cassa pro-forma di BHM a 109,7 milioni di dollari, registrando contestualmente un equivalente investimento di 25 milioni di dollari in “joint venture immobiliari non consolidate”. Gli attivi totali restano invariati a 964,4 milioni di dollari; non sono stati emessi ulteriori debiti o azioni.
Impatto pro-forma: • Nel primo trimestre 2025 il conto economico include 0,3 milioni di dollari di reddito da JV (rendimento annualizzato dell’1,2%), riducendo la perdita netta attribuibile agli azionisti comuni da (2,53) milioni di dollari a (2,44) milioni di dollari (la perdita per azione migliora di due centesimi a (0,65)). • Le cifre pro-forma per l’anno fiscale 2024 comprendono 1,225 milioni di dollari di reddito stimato da JV (rendimento del 4,9%), riducendo la perdita per gli azionisti comuni da (4,23) milioni di dollari a (3,85) milioni di dollari (l’EPS migliora di dieci centesimi a (1,00)). • La leva finanziaria nel bilancio rimane invariata; mutui e linee di credito ammontano a 336,5 milioni di dollari (il 35% degli attivi).
Considerazioni per gli investitori: l’investimento in Marble diversifica modestamente le entrate di BHM e impiega liquidità in eccesso senza aumentare la leva finanziaria, tuttavia i guadagni incrementali sono marginali (<1% dei ricavi) e non eliminano le perdite nette correnti. La direzione avverte che i dati pro-forma sono indicativi e le dichiarazioni previsionali sono soggette ai rischi evidenziati nelle recenti comunicazioni alla SEC.
Bluerock Homes Trust, Inc. (NYSE American: BHM) ha presentado un Formulario 8-K/A para proporcionar los estados financieros auditados y no auditados de Marble Capital Income and Impact Fund, LP y para mostrar resultados proforma que reflejan la reciente inversión en una sociedad limitada de 25 millones de dólares completada el 25 de abril de 2025.
Detalles de la transacción: la compra en efectivo reduce el saldo de efectivo proforma de BHM a 109,7 millones de dólares, mientras registra una inversión equivalente de 25 millones de dólares en “joint ventures inmobiliarias no consolidadas”. Los activos totales permanecen en 964,4 millones de dólares; no se emitió deuda ni capital adicional.
Impacto proforma: • El estado de resultados del primer trimestre de 2025 incluye 0,3 millones de dólares de ingresos por JV (rendimiento anualizado del 1,2%), reduciendo la pérdida neta atribuible a los accionistas comunes de (2,53) millones de dólares a (2,44) millones de dólares (la pérdida por acción mejora dos centavos a (0,65)). • Las cifras proforma del año fiscal 2024 incluyen 1,225 millones de dólares de ingresos estimados por JV (rendimiento del 4,9%), reduciendo la pérdida para los accionistas comunes de (4,23) millones de dólares a (3,85) millones de dólares (el EPS mejora diez centavos a (1,00)). • El apalancamiento en el balance permanece sin cambios; hipotecas y líneas de crédito suman 336,5 millones de dólares (35% de los activos).
Conclusiones para los inversores: la inversión en Marble diversifica modestamente los ingresos de BHM y utiliza efectivo excedente sin aumentar el apalancamiento, sin embargo, las ganancias incrementales son insignificantes (<1% de los ingresos) y no eliminan las pérdidas netas continuas. La dirección advierte que los datos proforma son ilustrativos y las declaraciones prospectivas están sujetas a los riesgos indicados en los recientes documentos presentados ante la SEC.
Bluerock Homes Trust, Inc. (NYSE American: BHM)는 Marble Capital Income and Impact Fund, LP의 감사 및 비감사 재무제표를 제공하고, 2025년 4월 25일 완료된 2,500만 달러 한정 파트너십 투자을 반영한 프로포르마 결과를 제시하기 위해 8-K/A 양식을 제출했습니다.
거래 세부사항: 현금 매입으로 BHM의 프로포르마 현금 잔액은 1억 970만 달러로 감소했으며, 동일한 금액인 2,500만 달러를 ‘비연결 부동산 합작 투자 투자’로 기록했습니다. 총 자산은 9억 6,440만 달러로 유지되었으며, 추가 부채나 자본 발행은 없었습니다.
프로포르마 영향: • 2025년 1분기 손익계산서에 30만 달러의 JV 수익(연환산 수익률 1.2%)이 추가되어, 보통주주에게 귀속되는 순손실이 2.53백만 달러에서 2.44백만 달러로 감소(주당손실은 2센트 개선되어 0.65달러 손실). • 2024 회계연도 프로포르마 수치는 추정 JV 수익 1.225백만 달러(수익률 4.9%)를 포함하여 보통주주 손실이 4.23백만 달러에서 3.85백만 달러로 축소(주당순손실이 10센트 개선되어 1.00달러 손실). • 대차대조표 레버리지는 변동 없으며, 모기지 및 신용시설 총액은 3억 3,650만 달러(자산의 35%)입니다.
투자자 시사점: Marble 투자는 BHM의 수익원을 다소 다변화하고 잉여 현금을 활용하여 레버리지를 증가시키지 않았으나, 추가 수익은 미미하며(<1% 수익), 지속적인 순손실을 해소하지는 못합니다. 경영진은 프로포르마 데이터가 예시적이며, 향후 전망 관련 진술은 최근 SEC 제출 서류에 명시된 위험 요인에 영향을 받을 수 있음을 경고합니다.
Bluerock Homes Trust, Inc. (NYSE American: BHM) a déposé un formulaire 8-K/A pour fournir les états financiers audités et non audités de Marble Capital Income and Impact Fund, LP et présenter des résultats pro forma reflétant l’investissement récent de 25 millions de dollars en société en commandite réalisé le 25 avril 2025.
Détails de la transaction : l’achat en espèces réduit la trésorerie pro forma de BHM à 109,7 millions de dollars, tout en enregistrant un investissement équivalent de 25 millions de dollars dans des « coentreprises immobilières non consolidées ». Le total des actifs reste à 964,4 millions de dollars ; aucune dette ou action supplémentaire n’a été émise.
Impact pro forma : • Le compte de résultat du premier trimestre 2025 intègre 0,3 million de dollars de revenus de coentreprise (rendement annualisé de 1,2 %), réduisant la perte nette attribuable aux actionnaires ordinaires de (2,53) millions de dollars à (2,44) millions de dollars (la perte par action s’améliore de deux cents à (0,65)). • Les chiffres pro forma de l’exercice 2024 incluent 1,225 million de dollars de revenus estimés de coentreprise (rendement de 4,9 %), réduisant la perte pour les actionnaires ordinaires de (4,23) millions de dollars à (3,85) millions de dollars (le BPA s’améliore de dix cents à (1,00)). • L’effet de levier du bilan reste inchangé ; les hypothèques et facilités de crédit totalisent 336,5 millions de dollars (35 % des actifs).
Points clés pour les investisseurs : l’investissement Marble diversifie modestement les sources de revenus de BHM et utilise la trésorerie excédentaire sans augmenter l’endettement, mais les gains supplémentaires sont marginaux (<1 % des revenus) et n’éliminent pas les pertes nettes persistantes. La direction avertit que les données pro forma sont indicatives et que les déclarations prospectives sont soumises aux risques décrits dans les récentes dépôts auprès de la SEC.
Bluerock Homes Trust, Inc. (NYSE American: BHM) hat ein Formular 8-K/A eingereicht, um die geprüften und ungeprüften Finanzberichte von Marble Capital Income and Impact Fund, LP bereitzustellen und Pro-forma-Ergebnisse zu präsentieren, die BHM’s jüngste 25 Millionen Dollar Limited-Partnership-Investition vom 25. April 2025 widerspiegeln.
Transaktionsdetails: Der Barkauf verringert den Pro-forma-Bargeldbestand von BHM auf 109,7 Millionen Dollar, während eine gleichwertige 25 Millionen Dollar „Investition in nicht konsolidierte Immobilien-Joint Ventures“ verbucht wird. Die Gesamtvermögenswerte bleiben bei 964,4 Millionen Dollar; es wurden keine zusätzlichen Schulden oder Eigenkapital ausgegeben.
Pro-forma-Auswirkungen: • Die Gewinn- und Verlustrechnung für Q1-25 enthält 0,3 Millionen Dollar JV-Einnahmen (annualisierte Rendite von 1,2%), wodurch der auf Stammaktionäre entfallende Nettoverlust von (2,53) Millionen Dollar auf (2,44) Millionen Dollar reduziert wird (der Verlust je Aktie verbessert sich um zwei Cent auf (0,65)). • Die Pro-forma-Zahlen für das Geschäftsjahr 2024 beinhalten geschätzte JV-Einnahmen von 1,225 Millionen Dollar (Rendite von 4,9%), wodurch der Verlust für Stammaktionäre von (4,23) Millionen Dollar auf (3,85) Millionen Dollar verringert wird (das EPS verbessert sich um zehn Cent auf (1,00)). • Die Bilanzhebelwirkung bleibt unverändert; Hypotheken und Kreditfazilitäten belaufen sich auf 336,5 Millionen Dollar (35 % der Vermögenswerte).
Wichtige Erkenntnisse für Investoren: Die Marble-Investition diversifiziert BHM’s Einnahmequellen moderat und setzt überschüssige liquide Mittel ein, ohne die Verschuldung zu erhöhen, jedoch sind die zusätzlichen Erträge unbedeutend (<1 % des Umsatzes) und beseitigen die anhaltenden Nettoverluste nicht. Das Management weist darauf hin, dass Pro-forma-Daten illustrativ sind und zukunftsgerichtete Aussagen Risiken unterliegen, die in den jüngsten SEC-Einreichungen beschrieben sind.
- Cash-funded acquisition avoids additional leverage or shareholder dilution.
- Diversifies income stream via exposure to Marble Capital’s multifamily credit strategy.
- Regulatory compliance completed with audited financials and pro-forma data, reducing uncertainty.
- Immaterial earnings contribution: only $0.3 m (Q1-25) and $1.2 m (FY-24) added to income.
- Continued net losses even after pro-forma adjustments; EPS remains negative.
- Cash balance reduced by $25 m, lowering liquidity to $109.7 m.
Insights
TL;DR: $25 m fund stake is cash-funded, leverage-neutral and only marginally reduces losses—neutral impact.
The Marble Fund investment represents just 2.6% of BHM’s $964 m asset base, financed entirely with excess cash. Pro-forma statements show a 1–5% yield assumption, adding $0.3 m to Q1-25 and $1.2 m to FY-24 income—insufficient to alter the company’s negative earnings trajectory or dividend capacity. Importantly, no debt covenants are affected and liquidity remains comfortable at $110 m. While the stake provides exposure to a diversified credit-oriented multifamily strategy, the size limits earnings leverage and adds another non-controlling income line that could complicate reporting. Overall, risk-return profile appears acceptable but non-material for valuation.
TL;DR: Small, opportunistic allocation—positive for diversification but not thesis-changing.
From a portfolio perspective, a 2–3% allocation to Marble Capital broadens BHM’s investment mix beyond direct operating real estate and preferred equity. The cash outlay is modest against >$100 m liquidity, preserving balance-sheet flexibility. With no share issuance or incremental debt, dilution and leverage risk are nil. However, the incremental EPS benefit (≈$0.10 per share annually) is overshadowed by existing operating losses and preferred dividends. Unless the fund delivers outsized distributions or BHM scales its stake, I would not expect multiple expansion or rating changes. I view the filing as largely housekeeping to comply with Rule 3-05; market reaction should be muted.
Bluerock Homes Trust, Inc. (NYSE American: BHM) ha presentato un Modulo 8-K/A per fornire i bilanci certificati e non certificati di Marble Capital Income and Impact Fund, LP e per mostrare i risultati pro-forma che riflettono il recente investimento in una società in accomandita per 25 milioni di dollari completato il 25 aprile 2025.
Dettagli della transazione: l'acquisto in contanti riduce il saldo di cassa pro-forma di BHM a 109,7 milioni di dollari, registrando contestualmente un equivalente investimento di 25 milioni di dollari in “joint venture immobiliari non consolidate”. Gli attivi totali restano invariati a 964,4 milioni di dollari; non sono stati emessi ulteriori debiti o azioni.
Impatto pro-forma: • Nel primo trimestre 2025 il conto economico include 0,3 milioni di dollari di reddito da JV (rendimento annualizzato dell’1,2%), riducendo la perdita netta attribuibile agli azionisti comuni da (2,53) milioni di dollari a (2,44) milioni di dollari (la perdita per azione migliora di due centesimi a (0,65)). • Le cifre pro-forma per l’anno fiscale 2024 comprendono 1,225 milioni di dollari di reddito stimato da JV (rendimento del 4,9%), riducendo la perdita per gli azionisti comuni da (4,23) milioni di dollari a (3,85) milioni di dollari (l’EPS migliora di dieci centesimi a (1,00)). • La leva finanziaria nel bilancio rimane invariata; mutui e linee di credito ammontano a 336,5 milioni di dollari (il 35% degli attivi).
Considerazioni per gli investitori: l’investimento in Marble diversifica modestamente le entrate di BHM e impiega liquidità in eccesso senza aumentare la leva finanziaria, tuttavia i guadagni incrementali sono marginali (<1% dei ricavi) e non eliminano le perdite nette correnti. La direzione avverte che i dati pro-forma sono indicativi e le dichiarazioni previsionali sono soggette ai rischi evidenziati nelle recenti comunicazioni alla SEC.
Bluerock Homes Trust, Inc. (NYSE American: BHM) ha presentado un Formulario 8-K/A para proporcionar los estados financieros auditados y no auditados de Marble Capital Income and Impact Fund, LP y para mostrar resultados proforma que reflejan la reciente inversión en una sociedad limitada de 25 millones de dólares completada el 25 de abril de 2025.
Detalles de la transacción: la compra en efectivo reduce el saldo de efectivo proforma de BHM a 109,7 millones de dólares, mientras registra una inversión equivalente de 25 millones de dólares en “joint ventures inmobiliarias no consolidadas”. Los activos totales permanecen en 964,4 millones de dólares; no se emitió deuda ni capital adicional.
Impacto proforma: • El estado de resultados del primer trimestre de 2025 incluye 0,3 millones de dólares de ingresos por JV (rendimiento anualizado del 1,2%), reduciendo la pérdida neta atribuible a los accionistas comunes de (2,53) millones de dólares a (2,44) millones de dólares (la pérdida por acción mejora dos centavos a (0,65)). • Las cifras proforma del año fiscal 2024 incluyen 1,225 millones de dólares de ingresos estimados por JV (rendimiento del 4,9%), reduciendo la pérdida para los accionistas comunes de (4,23) millones de dólares a (3,85) millones de dólares (el EPS mejora diez centavos a (1,00)). • El apalancamiento en el balance permanece sin cambios; hipotecas y líneas de crédito suman 336,5 millones de dólares (35% de los activos).
Conclusiones para los inversores: la inversión en Marble diversifica modestamente los ingresos de BHM y utiliza efectivo excedente sin aumentar el apalancamiento, sin embargo, las ganancias incrementales son insignificantes (<1% de los ingresos) y no eliminan las pérdidas netas continuas. La dirección advierte que los datos proforma son ilustrativos y las declaraciones prospectivas están sujetas a los riesgos indicados en los recientes documentos presentados ante la SEC.
Bluerock Homes Trust, Inc. (NYSE American: BHM)는 Marble Capital Income and Impact Fund, LP의 감사 및 비감사 재무제표를 제공하고, 2025년 4월 25일 완료된 2,500만 달러 한정 파트너십 투자을 반영한 프로포르마 결과를 제시하기 위해 8-K/A 양식을 제출했습니다.
거래 세부사항: 현금 매입으로 BHM의 프로포르마 현금 잔액은 1억 970만 달러로 감소했으며, 동일한 금액인 2,500만 달러를 ‘비연결 부동산 합작 투자 투자’로 기록했습니다. 총 자산은 9억 6,440만 달러로 유지되었으며, 추가 부채나 자본 발행은 없었습니다.
프로포르마 영향: • 2025년 1분기 손익계산서에 30만 달러의 JV 수익(연환산 수익률 1.2%)이 추가되어, 보통주주에게 귀속되는 순손실이 2.53백만 달러에서 2.44백만 달러로 감소(주당손실은 2센트 개선되어 0.65달러 손실). • 2024 회계연도 프로포르마 수치는 추정 JV 수익 1.225백만 달러(수익률 4.9%)를 포함하여 보통주주 손실이 4.23백만 달러에서 3.85백만 달러로 축소(주당순손실이 10센트 개선되어 1.00달러 손실). • 대차대조표 레버리지는 변동 없으며, 모기지 및 신용시설 총액은 3억 3,650만 달러(자산의 35%)입니다.
투자자 시사점: Marble 투자는 BHM의 수익원을 다소 다변화하고 잉여 현금을 활용하여 레버리지를 증가시키지 않았으나, 추가 수익은 미미하며(<1% 수익), 지속적인 순손실을 해소하지는 못합니다. 경영진은 프로포르마 데이터가 예시적이며, 향후 전망 관련 진술은 최근 SEC 제출 서류에 명시된 위험 요인에 영향을 받을 수 있음을 경고합니다.
Bluerock Homes Trust, Inc. (NYSE American: BHM) a déposé un formulaire 8-K/A pour fournir les états financiers audités et non audités de Marble Capital Income and Impact Fund, LP et présenter des résultats pro forma reflétant l’investissement récent de 25 millions de dollars en société en commandite réalisé le 25 avril 2025.
Détails de la transaction : l’achat en espèces réduit la trésorerie pro forma de BHM à 109,7 millions de dollars, tout en enregistrant un investissement équivalent de 25 millions de dollars dans des « coentreprises immobilières non consolidées ». Le total des actifs reste à 964,4 millions de dollars ; aucune dette ou action supplémentaire n’a été émise.
Impact pro forma : • Le compte de résultat du premier trimestre 2025 intègre 0,3 million de dollars de revenus de coentreprise (rendement annualisé de 1,2 %), réduisant la perte nette attribuable aux actionnaires ordinaires de (2,53) millions de dollars à (2,44) millions de dollars (la perte par action s’améliore de deux cents à (0,65)). • Les chiffres pro forma de l’exercice 2024 incluent 1,225 million de dollars de revenus estimés de coentreprise (rendement de 4,9 %), réduisant la perte pour les actionnaires ordinaires de (4,23) millions de dollars à (3,85) millions de dollars (le BPA s’améliore de dix cents à (1,00)). • L’effet de levier du bilan reste inchangé ; les hypothèques et facilités de crédit totalisent 336,5 millions de dollars (35 % des actifs).
Points clés pour les investisseurs : l’investissement Marble diversifie modestement les sources de revenus de BHM et utilise la trésorerie excédentaire sans augmenter l’endettement, mais les gains supplémentaires sont marginaux (<1 % des revenus) et n’éliminent pas les pertes nettes persistantes. La direction avertit que les données pro forma sont indicatives et que les déclarations prospectives sont soumises aux risques décrits dans les récentes dépôts auprès de la SEC.
Bluerock Homes Trust, Inc. (NYSE American: BHM) hat ein Formular 8-K/A eingereicht, um die geprüften und ungeprüften Finanzberichte von Marble Capital Income and Impact Fund, LP bereitzustellen und Pro-forma-Ergebnisse zu präsentieren, die BHM’s jüngste 25 Millionen Dollar Limited-Partnership-Investition vom 25. April 2025 widerspiegeln.
Transaktionsdetails: Der Barkauf verringert den Pro-forma-Bargeldbestand von BHM auf 109,7 Millionen Dollar, während eine gleichwertige 25 Millionen Dollar „Investition in nicht konsolidierte Immobilien-Joint Ventures“ verbucht wird. Die Gesamtvermögenswerte bleiben bei 964,4 Millionen Dollar; es wurden keine zusätzlichen Schulden oder Eigenkapital ausgegeben.
Pro-forma-Auswirkungen: • Die Gewinn- und Verlustrechnung für Q1-25 enthält 0,3 Millionen Dollar JV-Einnahmen (annualisierte Rendite von 1,2%), wodurch der auf Stammaktionäre entfallende Nettoverlust von (2,53) Millionen Dollar auf (2,44) Millionen Dollar reduziert wird (der Verlust je Aktie verbessert sich um zwei Cent auf (0,65)). • Die Pro-forma-Zahlen für das Geschäftsjahr 2024 beinhalten geschätzte JV-Einnahmen von 1,225 Millionen Dollar (Rendite von 4,9%), wodurch der Verlust für Stammaktionäre von (4,23) Millionen Dollar auf (3,85) Millionen Dollar verringert wird (das EPS verbessert sich um zehn Cent auf (1,00)). • Die Bilanzhebelwirkung bleibt unverändert; Hypotheken und Kreditfazilitäten belaufen sich auf 336,5 Millionen Dollar (35 % der Vermögenswerte).
Wichtige Erkenntnisse für Investoren: Die Marble-Investition diversifiziert BHM’s Einnahmequellen moderat und setzt überschüssige liquide Mittel ein, ohne die Verschuldung zu erhöhen, jedoch sind die zusätzlichen Erträge unbedeutend (<1 % des Umsatzes) und beseitigen die anhaltenden Nettoverluste nicht. Das Management weist darauf hin, dass Pro-forma-Daten illustrativ sind und zukunftsgerichtete Aussagen Risiken unterliegen, die in den jüngsten SEC-Einreichungen beschrieben sind.
Preliminary Pricing Supplement No. 9,231
Registration Statement Nos. 333-275587; 333-275587-01
Dated July 8, 2025
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
Structured Investments
Contingent Income Memory Auto-Callable Securities due July 14, 2028
Based on the Performance of the Class A Common Stock of Hims & Hers Health, Inc.
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest.
￭Contingent coupon. The securities will pay a contingent coupon (as well as any previously unpaid contingent coupons) but only if the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. However, if the closing level of the underlier is less than the coupon barrier level on any observation date, we will pay no interest with respect to the related interest period.
￭Automatic early redemption. The securities will be automatically redeemed if the closing level of the underlier is greater than or equal to the call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period and any previously unpaid contingent coupons. No further payments will be made on the securities once they have been automatically redeemed.
￭Payment at maturity. If the securities have not been automatically redeemed prior to maturity and the final level is greater than or equal to the downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date and any previously unpaid contingent coupons, if payable) the stated principal amount at maturity. If, however, the final level is less than the downside threshold level, investors will lose 1% for every 1% decline in the level of the underlier over the term of the securities. Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.
￭The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing a significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participate in any appreciation of the underlier. Investors in the securities must be willing to accept the risk of losing their entire initial investment. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
￭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.
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TERMS |
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Issuer: |
Morgan Stanley Finance LLC |
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Guarantor: |
Morgan Stanley |
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Stated principal amount: |
$1,000 per security |
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Issue price: |
$1,000 per security (see “Commissions and issue price” below) |
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Aggregate principal amount: |
$ |
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Underlier: |
Hims & Hers Health, Inc. class A common stock (the “underlying stock”) |
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Strike date: |
July 11, 2025 |
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Pricing date: |
July 11, 2025 |
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Original issue date: |
July 16, 2025 |
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Final observation date: |
July 11, 2028, subject to postponement for non-trading days and certain market disruption events |
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Maturity date: |
July 14, 2028 |
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Terms continued on the following page |
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Agent: |
Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.” |
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Estimated value on the pricing date: |
Approximately $965.10 per security, or within $30.00 of that estimate. See “Estimated Value of the Securities” on page 4. |
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Commissions and issue price: |
Price to public |
Agent’s commissions and fees(1) |
Proceeds to us(2) |
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Per security |
$1,000 |
$0 |
$1,000 |
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Total |
$ |
$ |
$ |
(1)Selected dealers and their financial advisors will receive a structuring fee of up to $8 for each security from the agent or its affiliates. MS & Co., the agent, will not receive a sales commission in connection with the securities. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
(2)See “Use of Proceeds and Hedging” in the accompanying product supplement.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.
References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for Principal at Risk Securities dated February 7, 2025 Prospectus dated April 12, 2024
Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
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Terms continued from the previous page |
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Automatic early redemption: |
The securities are not subject to automatic early redemption until the first redemption determination date. If, on any redemption determination date, the closing level of the underlier is greater than or equal to the call threshold level, the securities will be automatically redeemed for the early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been automatically redeemed. The securities will not be redeemed on any early redemption date if the closing level of the underlier is less than the call threshold level on the related redemption determination date. |
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First redemption determination date: |
July 13, 2026. Under no circumstances will the securities be redeemed prior to the first redemption determination date. |
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Redemption determination dates: |
July 13, 2026, August 11, 2026, September 11, 2026, October 12, 2026, November 11, 2026, December 11, 2026, January 11, 2027, February 11, 2027, March 11, 2027, April 12, 2027, May 11, 2027, June 11, 2027, July 12, 2027, August 11, 2027, September 13, 2027, October 11, 2027, November 11, 2027, December 13, 2027, January 11, 2028, February 11, 2028, March 13, 2028, April 11, 2028, May 11, 2028 and June 12, 2028, subject to postponement for non-trading days and certain market disruption events. |
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Call threshold level: |
$ , which is 100% of the initial level |
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Early redemption payment: |
The stated principal amount plus the contingent coupon with respect to the related interest period and any previously unpaid contingent coupons |
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Early redemption dates: |
July 16, 2026, August 14, 2026, September 16, 2026, October 15, 2026, November 16, 2026, December 16, 2026, January 14, 2027, February 17, 2027, March 16, 2027, April 15, 2027, May 14, 2027, June 16, 2027, July 15, 2027, August 16, 2027, September 16, 2027, October 14, 2027, November 16, 2027, December 16, 2027, January 14, 2028, February 16, 2028, March 16, 2028, April 14, 2028, May 16, 2028, June 15, 2028 |
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Contingent coupon: |
A contingent coupon at an annual rate of at least 27.50% will be paid on the securities on each coupon payment date but only if the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. The actual contingent coupon rate will be determined on the pricing date. If the contingent coupon is not paid on any coupon payment date (because the closing level of the underlier is less than the coupon barrier level on the related observation date), such unpaid contingent coupon will be paid on a later coupon payment date but only if the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. Any such unpaid contingent coupon will be paid on the first subsequent coupon payment date for which the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date; provided, however, in the case of any such payment of a previously unpaid contingent coupon, no additional interest shall accrue or be payable in respect of such unpaid contingent coupon from and after the end of the original interest period for such unpaid contingent coupon. You will not receive payment for any unpaid contingent coupons if the closing level of the underlier is less than the coupon barrier level on each subsequent observation date. |
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Coupon payment dates: |
As set forth under “Observation Dates and Coupon Payment Dates” below. If any coupon payment date is not a business day, the coupon payment with respect to such date, if any, will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The coupon payment, if any, with respect to the final observation date shall be made on the maturity date. |
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Coupon barrier level: |
$ , which is 50% of the initial level |
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Observation dates: |
As set forth under “Observation Dates and Coupon Payment Dates” below, subject to postponement for non-trading days and certain market disruption events. |
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Payment at maturity per security: |
If the securities have not been automatically redeemed prior to maturity, investors will receive (in addition to the contingent coupon with respect to the final observation date and any previously unpaid contingent coupons, if payable) a payment at maturity determined as follows: •If the final level is greater than or equal to the downside threshold level: stated principal amount •If the final level is less than the downside threshold level: stated principal amount × performance factor Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero. |
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Final level: |
The closing level of the underlier on the final observation date |
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Downside threshold level: |
$ , which is 50% of the initial level |
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Performance factor: |
final level / initial level |
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Initial level: |
$ , which is the closing level of the underlier on the strike date |
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Closing level: |
“Closing level” and “adjustment factor” have the meanings set forth under “General Terms of the Securities—Some Definitions” in the accompanying product supplement. |
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CUSIP: |
61778NHW4 |
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ISIN: |
US61778NHW48 |
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
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Listing: |
The securities will not be listed on any securities exchange. |
Observation Dates and Coupon Payment Dates
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Observation Dates |
Coupon Payment Dates |
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August 11, 2025 |
August 14, 2025 |
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September 11, 2025 |
September 16, 2025 |
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October 13, 2025 |
October 16, 2025 |
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November 11, 2025 |
November 14, 2025 |
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December 11, 2025 |
December 16, 2025 |
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January 12, 2026 |
January 15, 2026 |
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February 11, 2026 |
February 17, 2026 |
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March 11, 2026 |
March 16, 2026 |
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April 13, 2026 |
April 16, 2026 |
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May 11, 2026 |
May 14, 2026 |
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June 11, 2026 |
June 16, 2026 |
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July 13, 2026 |
July 16, 2026 |
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August 11, 2026 |
August 14, 2026 |
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September 11, 2026 |
September 16, 2026 |
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October 12, 2026 |
October 15, 2026 |
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November 11, 2026 |
November 16, 2026 |
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December 11, 2026 |
December 16, 2026 |
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January 11, 2027 |
January 14, 2027 |
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February 11, 2027 |
February 17, 2027 |
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March 11, 2027 |
March 16, 2027 |
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April 12, 2027 |
April 15, 2027 |
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May 11, 2027 |
May 14, 2027 |
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June 11, 2027 |
June 16, 2027 |
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July 12, 2027 |
July 15, 2027 |
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August 11, 2027 |
August 16, 2027 |
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September 13, 2027 |
September 16, 2027 |
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October 11, 2027 |
October 14, 2027 |
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November 11, 2027 |
November 16, 2027 |
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December 13, 2027 |
December 16, 2027 |
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January 11, 2028 |
January 14, 2028 |
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February 11, 2028 |
February 16, 2028 |
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March 13, 2028 |
March 16, 2028 |
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April 11, 2028 |
April 14, 2028 |
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May 11, 2028 |
May 16, 2028 |
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June 12, 2028 |
June 15, 2028 |
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July 11, 2028 (final observation date) |
July 14, 2028 (maturity date) |
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
Estimated Value of the Securities
The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range specified on the cover hereof and will be set forth on the cover of the final pricing supplement.
What goes into the estimated value on the pricing date?
In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlier. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.
What determines the economic terms of the securities?
In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.
What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underlier, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
Hypothetical Examples
The following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed with respect to a redemption determination date, whether a contingent coupon is payable with respect to an observation date and how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity. The following examples are for illustrative purposes only. Whether the securities are automatically redeemed prior to maturity will be determined by reference to the closing level of the underlier on each redemption determination date. Whether you receive a contingent coupon will be determined by reference to the closing level of the underlier on each observation date. The payment at maturity will be determined by reference to the closing level of the underlier on the final observation date. The actual initial level, call threshold level, coupon barrier level and downside threshold level will be determined on the strike date. All payments on the securities are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease of analysis. The below examples are based on the following terms:
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Stated principal amount: |
$1,000 per security |
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Hypothetical initial level: |
$100.00* |
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Hypothetical call threshold level: |
$100.00, which is 100% of the hypothetical initial level |
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Hypothetical coupon barrier level: |
$50.00, which is 50% of the hypothetical initial level |
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Hypothetical downside threshold level: |
$50.00, which is 50% of the hypothetical initial level |
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Hypothetical contingent coupon: |
27.50% per annum (corresponding to approximately $22.917 per interest period per security). The actual contingent coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent coupon of $22.917 is used in these examples for ease of analysis. If the contingent coupon is not paid on any coupon payment date (because the closing level of the underlier is less than the coupon barrier level on the related observation date), such unpaid contingent coupon will be paid on a later coupon payment date but only if the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. Any such unpaid contingent coupon will be paid on the first subsequent coupon payment date for which the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. |
*The hypothetical initial level of $100.00 for the underlier has been chosen for illustrative purposes only and does not represent the actual initial level of the underlier. Please see “Historical Information” below for historical data regarding the actual closing levels of the underlier.
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
How to determine whether the securities will be automatically redeemed with respect to a redemption determination date:
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Closing Level of the Underlier |
Early Redemption Payment |
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Hypothetical Redemption Determination Date #1 |
$65.00 (less than the call threshold level) |
N/A |
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Hypothetical Redemption Determination Date #2 |
$110.00 (greater than or equal to the call threshold level) |
The stated principal amount + the contingent coupon with respect to the related interest period and any previously unpaid contingent coupons For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed)” below. |
On hypothetical redemption determination date #1, because the closing level of the underlier is less than the call threshold level, the securities are not automatically redeemed on the related early redemption date.
On hypothetical redemption determination date #2, because the closing level of the underlier is greater than or equal to the call threshold level, the securities are automatically redeemed on the related early redemption date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period and any previously unpaid contingent coupons. No further payments are made on the securities once they have been automatically redeemed.
If the closing level of the underlier is less than the call threshold level on each redemption determination date, the securities will not be automatically redeemed prior to maturity.
How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed):
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Closing Level of the Underlier |
Payment per Security |
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Hypothetical Observation Date #1 |
$90.00 (greater than or equal to the coupon barrier level) |
$22.917 |
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Hypothetical Observation Date #2 |
$40.00 (less than the coupon barrier level) |
$0 |
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Hypothetical Observation Date #3 |
$95.00 (greater than or equal to the coupon barrier level) |
$22.917 + $22.917 = $45.834 |
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Hypothetical Observation Date #4 |
$45.00 (less than the coupon barrier level) |
$0 |
On hypothetical observation date #1, because the closing level of the underlier is greater than or equal to the coupon barrier level, the contingent coupon is paid on the related coupon payment date.
On hypothetical observation date #2, because the closing level of the underlier is less than the coupon barrier level, no contingent coupon is paid on the related coupon payment date.
On hypothetical observation date #3, because the closing level of the underlier is greater than or equal to the coupon barrier level, investors receive the contingent coupon with respect to hypothetical observation date #3 as well as the previously unpaid contingent coupon with respect to hypothetical observation date #2.
On hypothetical observation date #4, because the closing level of the underlier is less than the coupon barrier level, no contingent coupon is paid on the related coupon payment date.
If the closing level of the underlier is less than the coupon barrier level on each observation date, you will not receive any contingent coupons for the entire term of the securities.
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
How to calculate the payment at maturity (if the securities have not been automatically redeemed):
The hypothetical examples below illustrate how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity.
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Final Level |
Payment at Maturity per Security |
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Example #1 |
$120.00 (greater than or equal to the downside threshold level) |
The stated principal amount + the contingent coupon with respect to the final observation date and any previously unpaid contingent coupons For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed)” above. |
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Example #2 |
$30.00 (less than the downside threshold level) |
$1,000 × performance factor = $1,000 × ($30.00 / $100.00) = $300.00 |
In example #1, the final level is greater than or equal to the downside threshold level. Therefore, investors receive at maturity the stated principal amount. Because the final level is also greater than or equal to the coupon barrier level, investors receive the contingent coupon with respect to the final observation date and any previously unpaid contingent coupons. Investors do not participate in any appreciation of the underlier.
In example #2, the final level is less than the downside threshold level. Therefore, investors receive at maturity a payment that reflects a loss of 1% of principal for each 1% decline in the level of the underlier. Moreover, because the final level is also less than the coupon barrier level, investors do not receive a contingent coupon with respect to the final observation date or any previously unpaid contingent coupons.
If the securities have not been automatically redeemed prior to maturity and the final level is less than the downside threshold level, you will be exposed to the negative performance of the underlier at maturity, and your payment at maturity will be significantly less than the stated principal amount of the securities and could be zero.
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
Risk Factors
This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
Risks Relating to an Investment in the Securities
￭The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the repayment of any principal. If the securities have not been automatically redeemed prior to maturity and the final level is less than the downside threshold level, the payout at maturity will be an amount in cash that is significantly less than the stated principal amount of each security, and you will lose an amount proportionate to the full decline in the level of the underlier over the term of the securities. There is no minimum payment at maturity on the securities, and, accordingly, you could lose your entire initial investment in the securities.
￭The securities do not provide for the regular payment of interest. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a contingent coupon on a coupon payment date but only if the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. However, if the closing level of the underlier is less than the coupon barrier level on any observation date, we will pay no coupon with respect to the applicable interest period. Any such unpaid contingent coupon will be paid on a subsequent coupon payment date but only if the closing level of the underlier is greater than or equal to the coupon barrier level on the related observation date. You will not receive payment for any such unpaid contingent coupon if the closing level of the underlier is less than the coupon barrier level on each subsequent observation date. It is possible that the closing level of the underlier will remain below the coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupons. If you do not earn sufficient contingent coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.
￭Payment of the contingent coupon is based on the closing level of the underlier on only the related observation date at the end of the related interest period. Whether the contingent coupon will be paid on any coupon payment date will be determined at the end of the related interest period based on the closing level of the underlier on the related observation date. As a result, you will not know whether you will receive the contingent coupon on a coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the closing level of the underlier on the observation dates, if the closing level of the underlier on any observation date is less than the coupon barrier level, you will not receive a contingent coupon with respect to the related interest period (or any previously unpaid contingent coupons), even if the closing level of the underlier was greater than or equal to the coupon barrier level on other days during that interest period.
￭Investors will not participate in any appreciation in the value of the underlier. Investors will not participate in any appreciation in the value of the underlier from the strike date to the final observation date, and the return on the securities will be limited to the contingent coupons that are paid with respect to the observation dates on which the closing level of the underlier is greater than or equal to the coupon barrier level. It is possible that the closing level of the underlier will remain below the coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupons.
￭The securities are subject to early redemption risk. The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are automatically redeemed prior to maturity, you will receive no further payments on the securities, may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be redeemed prior to the first redemption determination date.
￭The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the value of the underlier at any time will affect the value of the securities more than any other single factor. Other factors that may influence the value of the securities include:
othe volatility (frequency and magnitude of changes in value) of the underlier;
ointerest and yield rates in the market;
odividend rates on the underlier;
ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlier or equity markets generally;
othe availability of comparable instruments;
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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
othe occurrence of certain events affecting the underlier that may or may not require an adjustment to the adjustment factor;
othe time remaining until the securities mature; and
oany actual or anticipated changes in our credit ratings or credit spreads.
Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount if, at the time of sale, the closing level of the underlier is at, below or not sufficiently above the downside threshold level and/or coupon barrier level, or if market interest rates rise.
You can review the historical closing levels of the underlier in the section of this document called “Historical Information.” You cannot predict the future performance of the underlier based on its historical performance. The value of the underlier may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. There can be no assurance that the closing level of the underlier will be greater than or equal to the coupon barrier level on any observation date so that you will receive a contingent coupon with respect to the applicable interest period, or that the final level will be greater than or equal to the downside threshold level so that you do not suffer a significant loss on your initial investment in the securities.
￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities, and, therefore, you are subject to our credit risk. The securities are not guaranteed by any other entity. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.
￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.
￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.
The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underlier, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.
￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be
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predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities may be influenced by many unpredictable factors” above.
￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
￭As discussed in more detail in the accompanying product supplement, investing in the securities is not equivalent to investing in the underlier(s).
￭The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and significant aspects of the tax treatment of the securities are uncertain. Moreover, non-U.S. investors should note that persons having withholding responsibility in respect of the securities are, absent an exception, expected to withhold on any coupon paid to a non-U.S. investor, generally at a rate of 30%. We will not pay any additional amounts in respect of such withholding. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.
Risks Relating to the Underlier(s)
￭Because your return on the securities will depend upon the performance of the underlier(s), the securities are subject to the following risk(s), as discussed in more detail in the accompanying product supplement.
oWe have no affiliation with any underlying stock issuer.
oWe may engage in business with or involving any underlying stock issuer without regard to your interests.
oThe anti-dilution adjustments the calculation agent is required to make do not cover every corporate event that could affect an underlying stock.
Risks Relating to Conflicts of Interest
In engaging in certain activities described below and as discussed in more detail in the accompanying product supplement, our affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.
￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will make any determinations necessary to calculate any payment(s) on the securities. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, which may adversely affect your return on the securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.
￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.
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Historical Information
Hims & Hers Health, Inc. Overview
Bloomberg Ticker Symbol: HIMS
Hims & Hers Health, Inc. operates a digital platform that coordinates health and wellness care for consumers. The underlier is registered under the Securities Exchange Act of 1934, as amended. Information provided to or filed with the Securities and Exchange Commission by the underlying stock issuer pursuant to the Securities Exchange Act of 1934, as amended, can be located by reference to Securities and Exchange Commission file number 001-38986 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlying stock issuer may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlying stock issuer is accurate or complete.
The closing level of the underlier on July 7, 2025 was $48.42. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.
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Underlier Daily Closing Levels January 21, 2021* to July 7, 2025 |
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*The underlier began trading on January 21, 2021 and therefore has limited historical performance.
This document relates only to the securities referenced hereby and does not relate to the underlier or other securities of the underlying stock issuer. We have derived all disclosures contained in this document regarding the underlier from the publicly available documents described above. In connection with this offering of securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the underlying stock issuer. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlying stock issuer is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the underlier (and therefore the closing level of the underlier on the strike date) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the underlying stock issuer could affect the value received with respect to the securities and therefore the value of the securities.
Neither we nor any of our affiliates makes any representation to you as to the performance of the underlier.
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Additional Terms of the Securities
Please read this information in conjunction with the terms on the cover of this document.
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Additional Terms: |
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If the terms described herein are inconsistent with those described in the accompanying product supplement or prospectus, the terms described herein shall control. |
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Denominations: |
$1,000 per security and integral multiples thereof |
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Day-count convention: |
Interest will be computed on the basis of a 360-day year of twelve 30-day months. |
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Interest period: |
The period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof. |
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Underlying stock issuer: |
Hims & Hers Health, Inc. |
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Amortization period: |
The 6-month period following the issue date |
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Trustee: |
The Bank of New York Mellon |
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Calculation agent: |
Morgan Stanley & Co. LLC (“MS & Co.”) |
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Additional Information About the Securities
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Additional Information: |
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Minimum ticketing size: |
$1,000 / 1 security |
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United States federal income tax considerations: |
You should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities. Generally, this discussion assumes that you purchased the securities for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. You should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a security. In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts with associated coupons, and any coupons as ordinary income, as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Financial Contracts with Associated Coupons” in the accompanying product supplement. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it. Moreover, because this treatment of the securities and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. A different tax treatment could be adverse to you. We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In particular, there is a risk that the securities could be characterized as debt instruments for U.S. federal income tax purposes, in which case the tax consequences of an investment in the securities could be different from those described herein and possibly adverse to certain investors. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Non-U.S. Holders. The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in respect of the securities, we would expect generally to treat the coupons paid to Non-U.S. Holders (as defined in the accompanying product supplement) as subject to U.S. withholding tax. Moreover, you should expect that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the securities. We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. |
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Additional considerations: |
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly. |
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Supplemental information regarding plan of distribution; conflicts of interest: |
Selected dealers and their financial advisors will receive a structuring fee of up to $8 for each security from the agent or its affiliates. MS & Co., the agent, will not receive a sales commission in connection with the securities. MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement. |
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Where you can find more information: |
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the product supplement if you so request by calling toll-free 1-(800)-584-6837. Terms used but not defined in this document are defined in the product supplement or in the prospectus. Each of the product supplement and the prospectus can be accessed via the hyperlinks set forth on the cover of this document. |
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FAQ
Why did Bluerock Homes Trust (BHM) file this 8-K/A?
How large is the Marble Investment relative to BHM’s assets?
Does the transaction add leverage or dilution?
What is the expected income from the Marble Fund stake?
Did the investment eliminate BHM’s net losses?
