Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to Marvell Technology, Inc. (MRVL) common stock, maturing August 3, 2028. Investors receive a 13.75%–14.75% annual contingent coupon paid monthly, provided MRVL closes at or above the 60% coupon barrier on each observation date; missed coupons can be recouped under the memory feature. Beginning six months after issuance, the notes will be automatically redeemed at par on any monthly determination date when MRVL is at or above the 100% call threshold. If not called, principal is protected down to the 60% downside threshold; below this level investors suffer a 1:1 loss on the decline of MRVL at maturity, potentially losing the entire principal. The estimated value of each $1,000 note is $945.70, reflecting issuance costs and Morgan Stanley’s internal pricing models. The securities are senior unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, and will not be listed on any exchange. Key risks include lack of principal protection, credit exposure to Morgan Stanley, early-call uncertainty, limited secondary liquidity, and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC (Series A GMTN) is marketing “Buffered Digital MSCI EAFE® Index-Linked Notes,” an unsecured, senior note fully and unconditionally guaranteed by Morgan Stanley. The preliminary pricing supplement (Form 424B2) details a short-dated structured product (20-23 months) that pays no coupons and offers contingent principal protection together with a capped digital upside.

Key economic terms

• Face amount: $1,000 per note; issue price 100%
• Underlying: MSCI EAFE® Index (MXEA)
• Buffer/threshold: 12.5% downside buffer (threshold level = 87.5% of initial index)
• Maximum settlement amount: $1,103.70 – $1,121.90 (≈ 110.37% – 112.19% of face)
• Payoff at maturity:
  • If final index ≥ 87.5% of initial → investor receives maximum settlement amount (digital payout, no further upside)
  • If final index < 87.5% → investor loses principal at approximately 1.1429× the percentage decline in excess of 12.5%
• No interim interest, no early redemption; payment depends solely on final index level
• Estimated value on trade date: ≈ $983.90 (includes structuring & hedging costs)
• Credit exposure: direct to MSFL (issuer) and Morgan Stanley (guarantor)
• Distribution: sold at par through an unaffiliated dealer; no sales commission, but investors in fee-based accounts may pay advisory fees

Risk considerations

• Principal is at risk beyond the 12.5% buffer; total loss possible
• Upside is capped at ~10-12%, regardless of stronger index performance
• Secondary liquidity expected to be limited; notes will not be listed on any exchange
• Tax treatment uncertain; counsel expects “open transaction” treatment, but IRS could challenge
• Valuation and key determinations performed by Morgan Stanley & Co., creating potential conflicts of interest

Investor profile — suited for investors who are moderately bullish on developed-market equities, desire limited downside protection over ~2 years, and are comfortable with credit risk and a hard payoff cap.

Morgan Stanley Finance LLC is offering $1,000-denominated Jump Securities with an Auto-Callable Feature that mature on 14 July 2028 and are fully and unconditionally guaranteed by Morgan Stanley. The securities are linked to the worst-performing of four healthcare equities: Vaxcyte (PCVX), McKesson (MCK), Regeneron (REGN) and Sanofi ADS (SNY).

Key mechanics

• Auto-call: Starting 14 July 2026 and monthly thereafter (24 observation dates), the notes are automatically redeemed at a pre-set cash amount (from $1,243 to $1,708.75) if every underlier closes ≥ 75 % of its initial level (the “call threshold”).
• Payment at maturity: • $1,729 (≈ 24.3 % p.a.) if every underlier ≥ call threshold • Return of principal if each underlier ≥ 60 % of initial but any is < 75 % • 1 % loss for each 1 % decline in the worst performer if any underlier < 60 % of its initial level. Principal can be lost in full.
• Estimated value: $874.10 (≈ 87.4 % of issue price) due to issuing, selling, structuring and hedging costs plus the use of an internal funding rate.
• Listing: none. Liquidity depends on Morgan Stanley & Co. acting as market maker.
• First call protection: Notes cannot be redeemed before the first observation date.

Risk highlights

• No periodic coupons; upside is capped at the fixed early-redemption or maturity amount.
• Principal-at-risk; performance tied to the worst underlier eliminates diversification benefits.
• Subject to Morgan Stanley credit risk; MSFL has no independent assets.
• Secondary market value likely below $1,000; bid/offer and credit-spread effects may be material.
• Complex tax treatment; intended to be treated as prepaid financial contracts, but IRS could disagree.

The securities target investors willing to accept full downside exposure to a basket of volatile healthcare stocks, zero interim income and issuer credit risk in exchange for a potential 24 %+ simple annualized return if the basket remains above predefined thresholds.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an Auto-Callable Feature maturing 4 May 2028. Each $1,000 note is unsecured, carries no periodic interest and is fully and unconditionally guaranteed by Morgan Stanley. The return profile is linked to the worst performer of two metals-related ETFs—the VanEck® Gold Miners ETF (GDX) and the SPDR® S&P® Metals & Mining ETF (XME).

Key economic terms

• Issue price: $1,000; estimated value on the pricing date: ≈ $954.20 (about 4.6% below issue price).
• Auto-call observation schedule: 27 monthly determination dates starting 29 Jan 2026; first possible redemption occurs the same month.
• Call threshold: 86.50% of each ETF’s initial level. If both ETFs close at or above this level on any observation date (other than final), the notes are redeemed for the amount shown in the schedule—equivalent to ~8.0% simple annualised return, rising from $1,040 on the first call date to $1,213.33 on the 27th.
• Final payoff (if not called): • $1,220 (22% total, ≈8% p.a.) if both ETFs are ≥ call threshold on 1 May 2028. • Return of principal if at least one ETF is < call threshold but both are ≥ buffer (85% of initial level). • Principal loss beyond a 15% buffer if either ETF breaches its buffer, calculated as $1,000 × (performance factor + 15%). Minimum maturity payment: $150 (15% of principal).
• Underlying closing levels on 7 Jul 2025: GDX $53.17; XME $69.17.
• Not listed; MS & Co. may act as market maker but is not obliged to do so.

Risk highlights

• Principal at risk down to 15% of par; no coupon income.
• Exposure to the worst performing ETF eliminates diversification benefits.
• Sector concentration: performance tied to metals & mining and precious-metal prices, which are historically volatile.
• Liquidity: no exchange listing; secondary price likely below issue price and influenced by Morgan Stanley credit spreads.
• Estimated value uses MS internal funding rate, not market rate, making economic terms less favourable to investors.
• Credit risk: payment depends on Morgan Stanley’s ability to pay.

These structured notes suit investors seeking a defined-return profile with limited upside and who can tolerate sector concentration, early-call uncertainty, illiquidity and material downside risk.

Morgan Stanley Finance LLC is offering Market-Linked Securities that are Auto-Callable with 200% leveraged upside and contingent downside principal at risk. The notes are linked to the lowest performing of two underlying stocks – Alphabet Inc. Class A (GOOGL) and Target Corp. (TGT) – and are fully and unconditionally guaranteed by Morgan Stanley.

• Face amount: $1,000 per security; denominations of $1,000 and integral multiples.
• Pricing date: July 18 2025  |  Issue date: July 23 2025.
• Automatic call: If, on the July 23 2026 call date, the worst-performing stock closes at or above its starting price, the security is redeemed early for at least $1,495 (≈ 49.50% premium).
• Maturity: July 21 2028 (3-year final term if not called).
• Payout at maturity (if not called):
  • Upside: $1,000 + (Stock Return × 200%).
  • Sideways (≥ 65% and < 100% of start): return of principal.
  • Downside (< 65% of start): principal loss equal to the full negative return of the worst stock.
• Threshold price: 65% of starting price (35% buffer).
• Estimated value: ≈ $938.90 (4–5% below face), reflecting issuance and hedging costs.
• Distribution fees: Wells Fargo Securities may receive up to $25.75 per note; other dealers up to $20.00; WFA distribution expense fee $0.75.
• CUSIP: 61778NJB8.

Key risks highlighted include: no periodic interest; principal at risk; exposure to worst-of two equities; limited secondary liquidity; issuer & guarantor credit risk; potential conflicts from affiliate hedging and calculation-agent roles; uncertain U.S. tax treatment.

Investors should review the preliminary pricing supplement, product supplement for principal-at-risk securities, and prospectus available on the SEC website before investing.