[424B2] Morgan Stanley Prospectus Supplement
TruGolf Holdings, Inc. (Nasdaq: TRUG) has executed a 1-for-50 reverse stock split of its common stock. Stockholders granted the Board discretionary authority at a May 30, 2025 special meeting to implement a split within a 1-for-5 to 1-for-75 range. The Board selected a 1-for-50 ratio, filed an amendment to the certificate of incorporation with the Delaware Secretary of State, and made the split effective at 12:01 a.m. ET on June 23, 2025.
Every fifty issued and outstanding shares automatically combined into one share with no change to the $0.0001 par value. Class A shares outstanding decline from roughly 40.5 million to 0.81 million, and Class B shares drop from about 10 million to 0.2 million. The authorized share count remains 660 million (650 million Class A, 10 million Class B).
Outstanding stock options and plan reserves are being proportionally adjusted. Fractional shares will not be issued; holders will receive cash equal to the average closing price of TRUG for the five trading days before the split multiplied by the fractional entitlement.
Post-split shares began trading on a split-adjusted basis on June 23, 2025 under the unchanged ticker "TRUG" and a new CUSIP 243733409. A summary of the amendment is attached as Exhibit 3.1; a related press release dated June 18, 2025 is filed as Exhibit 99.1.
TruGolf Holdings, Inc. (Nasdaq: TRUG) ha effettuato un frazionamento inverso delle azioni ordinarie con rapporto 1 per 50. Gli azionisti hanno conferito al Consiglio di Amministrazione l'autorità discrezionale durante l'assemblea speciale del 30 maggio 2025 di eseguire un frazionamento in un intervallo da 1 per 5 a 1 per 75. Il Consiglio ha scelto il rapporto 1 per 50, ha depositato una modifica al certificato di incorporazione presso il Segretario di Stato del Delaware, rendendo il frazionamento effettivo alle 00:01 ET del 23 giugno 2025.
Ogni cinquanta azioni emesse e in circolazione sono state automaticamente raggruppate in un'unica azione senza modifiche al valore nominale di 0,0001 $. Le azioni di Classe A in circolazione sono diminuite da circa 40,5 milioni a 0,81 milioni, mentre le azioni di Classe B sono scese da circa 10 milioni a 0,2 milioni. Il numero autorizzato di azioni rimane 660 milioni (650 milioni di Classe A, 10 milioni di Classe B).
Le opzioni azionarie in circolazione e le riserve del piano sono state adeguate proporzionalmente. Le azioni frazionarie non saranno emesse; i titolari riceveranno un pagamento in contanti pari al prezzo medio di chiusura di TRUG nei cinque giorni di negoziazione precedenti il frazionamento moltiplicato per la quota frazionaria.
Le azioni post-frazionamento hanno iniziato a essere negoziate con base aggiustata dal 23 giugno 2025 sotto il ticker invariato "TRUG" e con un nuovo CUSIP 243733409. Un riepilogo della modifica è allegato come Exhibit 3.1; un comunicato stampa correlato datato 18 giugno 2025 è depositato come Exhibit 99.1.
TruGolf Holdings, Inc. (Nasdaq: TRUG) ha realizado una consolidación inversa de acciones ordinarias en proporción 1 por 50. Los accionistas otorgaron al Consejo de Administración autoridad discrecional en la reunión especial del 30 de mayo de 2025 para implementar una consolidación dentro del rango de 1 por 5 a 1 por 75. El Consejo seleccionó la proporción 1 por 50, presentó una enmienda al certificado de incorporación ante el Secretario de Estado de Delaware y la consolidación entró en vigor a las 12:01 a.m. ET del 23 de junio de 2025.
Cada cincuenta acciones emitidas y en circulación se combinaron automáticamente en una sola acción sin cambio en el valor nominal de $0.0001. Las acciones Clase A en circulación disminuyeron de aproximadamente 40.5 millones a 0.81 millones, y las acciones Clase B bajaron de aproximadamente 10 millones a 0.2 millones. El número autorizado de acciones permanece en 660 millones (650 millones Clase A, 10 millones Clase B).
Las opciones de acciones en circulación y las reservas del plan se ajustan proporcionalmente. No se emitirán acciones fraccionarias; los titulares recibirán efectivo equivalente al precio promedio de cierre de TRUG durante los cinco días de negociación anteriores a la consolidación multiplicado por la participación fraccionaria.
Las acciones posteriores a la consolidación comenzaron a cotizar con base ajustada el 23 de junio de 2025 bajo el mismo símbolo "TRUG" y un nuevo CUSIP 243733409. Un resumen de la enmienda se adjunta como Exhibit 3.1; un comunicado de prensa relacionado con fecha 18 de junio de 2025 se presenta como Exhibit 99.1.
TruGolf Holdings, Inc. (나스닥: TRUG)는 보통주에 대해 1대 50 액면병합을 실시했습니다. 주주들은 2025년 5월 30일 특별회의에서 이사회에 1대 5에서 1대 75 범위 내에서 액면병합을 실시할 재량권을 부여했습니다. 이사회는 1대 50 비율을 선택하고 델라웨어 주 국무장관에게 정관 수정안을 제출했으며, 2025년 6월 23일 동부시간 00시 01분에 액면병합을 발효했습니다.
발행 및 유통 중인 주식 50주가 자동으로 1주로 병합되었으며 액면가 $0.0001은 변경되지 않았습니다. 클래스 A 주식은 약 4,050만 주에서 81만 주로, 클래스 B 주식은 약 1,000만 주에서 20만 주로 감소했습니다. 승인된 주식 수는 6억 6,000만 주(클래스 A 6억 5,000만 주, 클래스 B 1,000만 주)로 유지됩니다.
유통 중인 주식 옵션과 계획 예비 주식도 비례하여 조정됩니다. 소수 주식은 발행되지 않으며, 소수 주식 보유자는 액면병합 전 5거래일간 TRUG 평균 종가에 소수 지분을 곱한 금액을 현금으로 받게 됩니다.
병합 후 주식은 2025년 6월 23일부터 조정된 기준으로 동일한 티커 "TRUG"와 새로운 CUSIP 243733409로 거래를 시작했습니다. 수정 요약은 Exhibit 3.1에 첨부되어 있으며, 2025년 6월 18일자 관련 보도자료는 Exhibit 99.1로 제출되었습니다.
TruGolf Holdings, Inc. (Nasdaq : TRUG) a réalisé un regroupement d’actions ordinaires au ratio de 1 pour 50. Lors d’une assemblée extraordinaire le 30 mai 2025, les actionnaires ont donné au conseil d’administration le pouvoir discrétionnaire de procéder à un regroupement dans une fourchette allant de 1 pour 5 à 1 pour 75. Le conseil a choisi un ratio de 1 pour 50, a déposé un amendement aux statuts auprès du Secrétaire d’État du Delaware, et le regroupement est devenu effectif à 00h01 ET le 23 juin 2025.
Toutes les cinquante actions émises et en circulation ont été automatiquement combinées en une seule action sans modification de la valeur nominale de 0,0001 $. Les actions de classe A en circulation sont passées d’environ 40,5 millions à 0,81 million, et les actions de classe B sont passées d’environ 10 millions à 0,2 million. Le nombre d’actions autorisées reste à 660 millions (650 millions de classe A, 10 millions de classe B).
Les options d’achat d’actions en circulation et les réserves du plan sont ajustées proportionnellement. Les fractions d’actions ne seront pas émises ; les détenteurs recevront un paiement en espèces équivalent au prix moyen de clôture de TRUG sur les cinq jours de bourse précédant le regroupement, multiplié par la fraction détenue.
Les actions post-regroupement ont commencé à être négociées sur une base ajustée à partir du 23 juin 2025 sous le même symbole "TRUG" et avec un nouveau CUSIP 243733409. Un résumé de l’amendement est joint en annexe Exhibit 3.1 ; un communiqué de presse daté du 18 juin 2025 est déposé en annexe Exhibit 99.1.
TruGolf Holdings, Inc. (Nasdaq: TRUG) hat einen Reverse Stock Split im Verhältnis 1 zu 50 seiner Stammaktien durchgeführt. Die Aktionäre erteilten dem Vorstand auf der außerordentlichen Hauptversammlung am 30. Mai 2025 die Ermächtigung, einen Split im Bereich von 1:5 bis 1:75 vorzunehmen. Der Vorstand wählte das Verhältnis 1:50, reichte eine Änderung der Satzung beim Staatssekretär von Delaware ein und setzte den Split zum 23. Juni 2025 um 00:01 Uhr ET in Kraft.
Je fünfzig ausgegebene und ausstehende Aktien wurden automatisch zu einer Aktie zusammengelegt, ohne Änderung des Nennwerts von 0,0001 $. Die ausstehenden Aktien der Klasse A verringerten sich von etwa 40,5 Millionen auf 0,81 Millionen, die der Klasse B von etwa 10 Millionen auf 0,2 Millionen. Die genehmigte Aktienanzahl bleibt bei 660 Millionen (650 Millionen Klasse A, 10 Millionen Klasse B).
Ausstehende Aktienoptionen und Planreserven werden anteilig angepasst. Bruchstücke von Aktien werden nicht ausgegeben; Anteilseigner erhalten eine Barauszahlung, die dem durchschnittlichen Schlusskurs von TRUG in den fünf Handelstagen vor dem Split multipliziert mit dem Bruchteil entspricht.
Die Aktien nach dem Split wurden ab dem 23. Juni 2025 auf bereinigter Basis unter dem unveränderten Tickersymbol "TRUG" und einer neuen CUSIP 243733409 gehandelt. Eine Zusammenfassung der Satzungsänderung ist als Exhibit 3.1 beigefügt; eine zugehörige Pressemitteilung vom 18. Juni 2025 ist als Exhibit 99.1 eingereicht.
- None.
- None.
Insights
TL;DR: Structural 1-for-50 reverse split reduces outstanding shares ~98% without changing valuation metrics.
The filing formalises a significant capital restructuring move authorised by shareholders. The reverse split cuts Class A shares to 0.81 million and Class B shares to 0.2 million, streamlining the share base. All derivative instruments are adjusted mechanically, and fractional interests are cashed out, minimising administrative complexity. Because authorised shares stay at 660 million, the company preserves considerable flexibility for future equity issuances. No other capital terms—par value, ticker, or exchange—are altered. This is a neutral corporate action: it does not, by itself, add assets or liabilities but may alter liquidity and per-share metrics once reflected in the market.
TL;DR: Reverse split is operationally clean and keeps trading continuity; impact on intrinsic value is neutral.
From a portfolio standpoint, the split concentrates each investor’s economic interest into fewer shares while maintaining proportional ownership—key for index or mandate compliance. Cash-in-lieu for fractions prevents odd-lot creation, facilitating settlement. With trading resuming immediately under the same symbol, there is no interruption in market visibility. The unchanged authorised share count warrants monitoring for any future dilution. Overall, this event is non-dilutive and mechanically neutral in the short term.
TruGolf Holdings, Inc. (Nasdaq: TRUG) ha effettuato un frazionamento inverso delle azioni ordinarie con rapporto 1 per 50. Gli azionisti hanno conferito al Consiglio di Amministrazione l'autorità discrezionale durante l'assemblea speciale del 30 maggio 2025 di eseguire un frazionamento in un intervallo da 1 per 5 a 1 per 75. Il Consiglio ha scelto il rapporto 1 per 50, ha depositato una modifica al certificato di incorporazione presso il Segretario di Stato del Delaware, rendendo il frazionamento effettivo alle 00:01 ET del 23 giugno 2025.
Ogni cinquanta azioni emesse e in circolazione sono state automaticamente raggruppate in un'unica azione senza modifiche al valore nominale di 0,0001 $. Le azioni di Classe A in circolazione sono diminuite da circa 40,5 milioni a 0,81 milioni, mentre le azioni di Classe B sono scese da circa 10 milioni a 0,2 milioni. Il numero autorizzato di azioni rimane 660 milioni (650 milioni di Classe A, 10 milioni di Classe B).
Le opzioni azionarie in circolazione e le riserve del piano sono state adeguate proporzionalmente. Le azioni frazionarie non saranno emesse; i titolari riceveranno un pagamento in contanti pari al prezzo medio di chiusura di TRUG nei cinque giorni di negoziazione precedenti il frazionamento moltiplicato per la quota frazionaria.
Le azioni post-frazionamento hanno iniziato a essere negoziate con base aggiustata dal 23 giugno 2025 sotto il ticker invariato "TRUG" e con un nuovo CUSIP 243733409. Un riepilogo della modifica è allegato come Exhibit 3.1; un comunicato stampa correlato datato 18 giugno 2025 è depositato come Exhibit 99.1.
TruGolf Holdings, Inc. (Nasdaq: TRUG) ha realizado una consolidación inversa de acciones ordinarias en proporción 1 por 50. Los accionistas otorgaron al Consejo de Administración autoridad discrecional en la reunión especial del 30 de mayo de 2025 para implementar una consolidación dentro del rango de 1 por 5 a 1 por 75. El Consejo seleccionó la proporción 1 por 50, presentó una enmienda al certificado de incorporación ante el Secretario de Estado de Delaware y la consolidación entró en vigor a las 12:01 a.m. ET del 23 de junio de 2025.
Cada cincuenta acciones emitidas y en circulación se combinaron automáticamente en una sola acción sin cambio en el valor nominal de $0.0001. Las acciones Clase A en circulación disminuyeron de aproximadamente 40.5 millones a 0.81 millones, y las acciones Clase B bajaron de aproximadamente 10 millones a 0.2 millones. El número autorizado de acciones permanece en 660 millones (650 millones Clase A, 10 millones Clase B).
Las opciones de acciones en circulación y las reservas del plan se ajustan proporcionalmente. No se emitirán acciones fraccionarias; los titulares recibirán efectivo equivalente al precio promedio de cierre de TRUG durante los cinco días de negociación anteriores a la consolidación multiplicado por la participación fraccionaria.
Las acciones posteriores a la consolidación comenzaron a cotizar con base ajustada el 23 de junio de 2025 bajo el mismo símbolo "TRUG" y un nuevo CUSIP 243733409. Un resumen de la enmienda se adjunta como Exhibit 3.1; un comunicado de prensa relacionado con fecha 18 de junio de 2025 se presenta como Exhibit 99.1.
TruGolf Holdings, Inc. (나스닥: TRUG)는 보통주에 대해 1대 50 액면병합을 실시했습니다. 주주들은 2025년 5월 30일 특별회의에서 이사회에 1대 5에서 1대 75 범위 내에서 액면병합을 실시할 재량권을 부여했습니다. 이사회는 1대 50 비율을 선택하고 델라웨어 주 국무장관에게 정관 수정안을 제출했으며, 2025년 6월 23일 동부시간 00시 01분에 액면병합을 발효했습니다.
발행 및 유통 중인 주식 50주가 자동으로 1주로 병합되었으며 액면가 $0.0001은 변경되지 않았습니다. 클래스 A 주식은 약 4,050만 주에서 81만 주로, 클래스 B 주식은 약 1,000만 주에서 20만 주로 감소했습니다. 승인된 주식 수는 6억 6,000만 주(클래스 A 6억 5,000만 주, 클래스 B 1,000만 주)로 유지됩니다.
유통 중인 주식 옵션과 계획 예비 주식도 비례하여 조정됩니다. 소수 주식은 발행되지 않으며, 소수 주식 보유자는 액면병합 전 5거래일간 TRUG 평균 종가에 소수 지분을 곱한 금액을 현금으로 받게 됩니다.
병합 후 주식은 2025년 6월 23일부터 조정된 기준으로 동일한 티커 "TRUG"와 새로운 CUSIP 243733409로 거래를 시작했습니다. 수정 요약은 Exhibit 3.1에 첨부되어 있으며, 2025년 6월 18일자 관련 보도자료는 Exhibit 99.1로 제출되었습니다.
TruGolf Holdings, Inc. (Nasdaq : TRUG) a réalisé un regroupement d’actions ordinaires au ratio de 1 pour 50. Lors d’une assemblée extraordinaire le 30 mai 2025, les actionnaires ont donné au conseil d’administration le pouvoir discrétionnaire de procéder à un regroupement dans une fourchette allant de 1 pour 5 à 1 pour 75. Le conseil a choisi un ratio de 1 pour 50, a déposé un amendement aux statuts auprès du Secrétaire d’État du Delaware, et le regroupement est devenu effectif à 00h01 ET le 23 juin 2025.
Toutes les cinquante actions émises et en circulation ont été automatiquement combinées en une seule action sans modification de la valeur nominale de 0,0001 $. Les actions de classe A en circulation sont passées d’environ 40,5 millions à 0,81 million, et les actions de classe B sont passées d’environ 10 millions à 0,2 million. Le nombre d’actions autorisées reste à 660 millions (650 millions de classe A, 10 millions de classe B).
Les options d’achat d’actions en circulation et les réserves du plan sont ajustées proportionnellement. Les fractions d’actions ne seront pas émises ; les détenteurs recevront un paiement en espèces équivalent au prix moyen de clôture de TRUG sur les cinq jours de bourse précédant le regroupement, multiplié par la fraction détenue.
Les actions post-regroupement ont commencé à être négociées sur une base ajustée à partir du 23 juin 2025 sous le même symbole "TRUG" et avec un nouveau CUSIP 243733409. Un résumé de l’amendement est joint en annexe Exhibit 3.1 ; un communiqué de presse daté du 18 juin 2025 est déposé en annexe Exhibit 99.1.
TruGolf Holdings, Inc. (Nasdaq: TRUG) hat einen Reverse Stock Split im Verhältnis 1 zu 50 seiner Stammaktien durchgeführt. Die Aktionäre erteilten dem Vorstand auf der außerordentlichen Hauptversammlung am 30. Mai 2025 die Ermächtigung, einen Split im Bereich von 1:5 bis 1:75 vorzunehmen. Der Vorstand wählte das Verhältnis 1:50, reichte eine Änderung der Satzung beim Staatssekretär von Delaware ein und setzte den Split zum 23. Juni 2025 um 00:01 Uhr ET in Kraft.
Je fünfzig ausgegebene und ausstehende Aktien wurden automatisch zu einer Aktie zusammengelegt, ohne Änderung des Nennwerts von 0,0001 $. Die ausstehenden Aktien der Klasse A verringerten sich von etwa 40,5 Millionen auf 0,81 Millionen, die der Klasse B von etwa 10 Millionen auf 0,2 Millionen. Die genehmigte Aktienanzahl bleibt bei 660 Millionen (650 Millionen Klasse A, 10 Millionen Klasse B).
Ausstehende Aktienoptionen und Planreserven werden anteilig angepasst. Bruchstücke von Aktien werden nicht ausgegeben; Anteilseigner erhalten eine Barauszahlung, die dem durchschnittlichen Schlusskurs von TRUG in den fünf Handelstagen vor dem Split multipliziert mit dem Bruchteil entspricht.
Die Aktien nach dem Split wurden ab dem 23. Juni 2025 auf bereinigter Basis unter dem unveränderten Tickersymbol "TRUG" und einer neuen CUSIP 243733409 gehandelt. Eine Zusammenfassung der Satzungsänderung ist als Exhibit 3.1 beigefügt; eine zugehörige Pressemitteilung vom 18. Juni 2025 ist als Exhibit 99.1 eingereicht.
Amendment No. 1 dated June 30, 2025 relating to
Pricing Supplement No. 8,961
Registration Statement Nos. 333-275587; 333-275587-01
Dated June 26, 2025
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
Structured Investments
Contingent Income Memory Auto-Callable Securities due June 29, 2028
Based on the Performance of the Common Stock of Marvell Technology, 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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FINAL 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: |
$125,000 |
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Underlier: |
Marvell Technology, Inc. common stock (the “underlying stock”) |
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Strike date: |
June 26, 2025 |
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Pricing date: |
June 26, 2025 |
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Original issue date: |
June 30, 2025 |
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Final observation date: |
June 26, 2028, subject to postponement for non-trading days and certain market disruption events |
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Maturity date: |
June 29, 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: |
$944.60 per security. 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)(2) |
Proceeds to us(3) |
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Per security |
$1,000 |
$27.50 |
$972.50 |
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Total |
$125,000 |
$3,437.50 |
$121,562.50 |
(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $27.50 for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will not receive a sales commission with respect to such 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)The price to public for investors purchasing the securities in fee-based advisory accounts will be $972.50 per security. In addition, selected dealers and their financial advisors may receive a structuring fee of up to $6.25 for each security from the agent or its affiliates.
(3)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: |
December 26, 2025. Under no circumstances will the securities be redeemed prior to the first redemption determination date. |
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Redemption determination dates: |
December 26, 2025, January 26, 2026, February 26, 2026, March 26, 2026, April 27, 2026, May 26, 2026, June 26, 2026, July 27, 2026, August 26, 2026, September 28, 2026, October 26, 2026, November 27, 2026, December 28, 2026, January 26, 2027, February 26, 2027, March 29, 2027, April 26, 2027, May 26, 2027, June 28, 2027, July 26, 2027, August 26, 2027, September 27, 2027, October 26, 2027, November 26, 2027, December 27, 2027, January 26, 2028, February 28, 2028, March 27, 2028, April 26, 2028 and May 26, 2028, subject to postponement for non-trading days and certain market disruption events. |
|
Call threshold level: |
$79.97, which is 100% of the initial level |
|
Early redemption payment: |
The stated principal amount plus the contingent coupon with respect to the related interest period and any previously unpaid contingent coupons |
|
Early redemption dates: |
December 31, 2025, January 29, 2026, March 3, 2026, March 31, 2026, April 30, 2026, May 29, 2026, July 1, 2026, July 30, 2026, August 31, 2026, October 1, 2026, October 29, 2026, December 2, 2026, December 31, 2026, January 29, 2027, March 3, 2027, April 1, 2027, April 29, 2027, June 1, 2027, July 1, 2027, July 29, 2027, August 31, 2027, September 30, 2027, October 29, 2027, December 1, 2027, December 30, 2027, January 31, 2028, March 2, 2028, March 30, 2028, May 1, 2028 and June 1, 2028 |
|
Contingent coupon: |
A contingent coupon at an annual rate of 14.25% 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. 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. |
|
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. |
|
Coupon barrier level: |
$47.982, which is 60% of the initial level |
|
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. |
|
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. |
|
Final level: |
The closing level of the underlier on the final observation date |
|
Downside threshold level: |
$47.982, which is 60% of the initial level |
|
Performance factor: |
final level / initial level |
|
Initial level: |
$79.97, which is the closing level of the underlier on the strike date |
|
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. |
|
CUSIP: |
61778K4U8 |
|
ISIN: |
US61778K4U80 |
|
Listing: |
The securities will not be listed on any securities exchange. |
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
Observation Dates and Coupon Payment Dates
|
Observation Dates |
Coupon Payment Dates |
|
July 28, 2025 |
July 31, 2025 |
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August 26, 2025 |
August 29, 2025 |
|
September 26, 2025 |
October 1, 2025 |
|
October 27, 2025 |
October 30, 2025 |
|
November 26, 2025 |
December 2, 2025 |
|
December 26, 2025 |
December 31, 2025 |
|
January 26, 2026 |
January 29, 2026 |
|
February 26, 2026 |
March 3, 2026 |
|
March 26, 2026 |
March 31, 2026 |
|
April 27, 2026 |
April 30, 2026 |
|
May 26, 2026 |
May 29, 2026 |
|
June 26, 2026 |
July 1, 2026 |
|
July 27, 2026 |
July 30, 2026 |
|
August 26, 2026 |
August 31, 2026 |
|
September 28, 2026 |
October 1, 2026 |
|
October 26, 2026 |
October 29, 2026 |
|
November 27, 2026 |
December 2, 2026 |
|
December 28, 2026 |
December 31, 2026 |
|
January 26, 2027 |
January 29, 2027 |
|
February 26, 2027 |
March 3, 2027 |
|
March 29, 2027 |
April 1, 2027 |
|
April 26, 2027 |
April 29, 2027 |
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May 26, 2027 |
June 1, 2027 |
|
June 28, 2027 |
July 1, 2027 |
|
July 26, 2027 |
July 29, 2027 |
|
August 26, 2027 |
August 31, 2027 |
|
September 27, 2027 |
September 30, 2027 |
|
October 26, 2027 |
October 29, 2027 |
|
November 26, 2027 |
December 1, 2027 |
|
December 27, 2027 |
December 30, 2027 |
|
January 26, 2028 |
January 31, 2028 |
|
February 28, 2028 |
March 2, 2028 |
|
March 27, 2028 |
March 30, 2028 |
|
April 26, 2028 |
May 1, 2028 |
|
May 26, 2028 |
June 1, 2028 |
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June 26, 2028 (final observation date) |
June 29, 2028 (maturity date) |
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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 is less than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of this document.
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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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 were 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:
|
Stated principal amount: |
$1,000 per security |
|
Hypothetical initial level: |
$100.00* |
|
Hypothetical call threshold level: |
$100.00, which is 100% of the hypothetical initial level |
|
Hypothetical coupon barrier level: |
$60.00, which is 60% of the hypothetical initial level |
|
Hypothetical downside threshold level: |
$60.00, which is 60% of the hypothetical initial level |
|
Contingent coupon: |
14.25% per annum (corresponding to approximately $11.875 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 $11.875 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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How to determine whether the securities will be automatically redeemed with respect to a redemption determination date:
|
|
Closing Level of the Underlier |
Early Redemption Payment |
|
Hypothetical Redemption Determination Date #1 |
$65.00 (less than the call threshold level) |
N/A |
|
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):
|
|
Closing Level of the Underlier |
Payment per Security |
|
Hypothetical Observation Date #1 |
$90.00 (greater than or equal to the coupon barrier level) |
$11.875 |
|
Hypothetical Observation Date #2 |
$40.00 (less than the coupon barrier level) |
$0 |
|
Hypothetical Observation Date #3 |
$95.00 (greater than or equal to the coupon barrier level) |
$11.875 + $11.875 = $23.75 |
|
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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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.
|
|
Final Level |
Payment at Maturity per Security |
|
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. |
|
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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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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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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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
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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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
Historical Information
Marvell Technology, Inc. Overview
Bloomberg Ticker Symbol: MRVL
Marvell Technology, Inc. manufactures semiconductor products. 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 001-40357 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 June 26, 2025 was $79.97. 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 1, 2020 to June 26, 2025 |
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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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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
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: |
Marvell Technology, 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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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
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. 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 representations made by us, our counsel is of the opinion that Section 871(m) should 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. 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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Morgan Stanley Finance LLC
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Contingent Income Memory Auto-Callable Securities Principal at Risk Securities |
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Supplemental information regarding plan of distribution; conflicts of interest: |
Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $27.50 for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will not receive a sales commission with respect to such securities. The price to public for investors purchasing the securities in fee-based advisory accounts will be $972.50 per security. In addition, selected dealers and their financial advisors may receive a structuring fee of up to $6.25 for each security from the agent or its affiliates. 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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Validity of the securities: |
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 26, 2024. |
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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
What reverse stock split ratio did TruGolf Holdings (TRUG) implement?
How many Class A shares are outstanding after the split?
Will TruGolf issue fractional shares as part of the reverse split?
Did the trading ticker or par value change after the reverse split?
What happens to outstanding stock options after the 1-for-50 reverse split?
