Morgan Stanley SEC Filings

Morgan Stanley Finance LLC (MSFL) is marketing $10,045,950 of 2-year Trigger Autocallable Notes linked to the S&P 500 Index (SPX). The notes are unsecured, unsubordinated obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley (NYSE: MS).

Key economic terms

• Issue price: $10.00 per note; minimum purchase 100 notes.
• Estimated value on the trade date: $9.803 (2.0% below issue price, reflects structuring and hedging costs).
• Trade/settlement dates: 10 Jul 2025 / 14 Jul 2025.
• Maturity: 14 Jul 2027, unless automatically called earlier.
• Underlying: S&P 500 Index; Initial Level 6,280.46.
• Automatic call: Quarterly, starting 12 Jan 2026. If the SPX closing level on any observation date is ≥ Initial Level, the note is redeemed for principal plus a Call Return that compounds at 9.10% p.a. (4.55% first call, rising to 18.20% at final date).
• Downside Threshold: 5,024.37 (80 % of Initial Level) observed only on the final date.
• Payout at maturity (if not called):
  • If Final Level ≥ Initial Level → same treatment as automatic call (principal + 18.20% fixed return).
  • If Final Level < Initial Level but ≥ Threshold → return of principal only.
  • If Final Level < Threshold → principal loss one-for-one with index decline; up to 100% loss possible.
• No periodic coupons, no participation above fixed Call Returns.

Risk profile

• Principal at risk; no protection below the 20 % buffer.
• Credit exposure to MSFL/Morgan Stanley; structure is not FDIC-insured and will not be listed on an exchange.
• Liquidity depends on Morgan Stanley & Co. making a market; secondary price expected to be below the estimated value, especially during the first five months.
• Early redemption risk limits upside: investors may need to reinvest at lower rates if the notes are called quickly.
• Complex U.S. tax treatment; IRS could challenge the “open transaction” characterization.

Use of proceeds: General corporate purposes; the dealer (UBS FS) earns a fixed $0.15 sales concession per note. Morgan Stanley affiliates will hedge exposure through SPX-related instruments, which may affect index levels.

Suitability: Targeted at investors who (1) expect the S&P 500 will stay flat-to-moderately positive over two years, (2) can tolerate full principal loss, (3) are comfortable with limited upside and early-call uncertainty, and (4) seek a defined return profile rather than direct equity exposure.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities (CIACS) due July 23, 2030 that are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of three large-capitalisation equities—Apple Inc. (AAPL), NIKE Inc. Class B (NKE) and UnitedHealth Group Inc. (UNH)—and are issued in $1,000 denominations under the Series A Global MTN programme.

Coupon mechanics: Investors may earn a contingent coupon of 24.25% p.a. (≈ $60.625 per quarter) on each scheduled coupon payment date only if the closing price of each underlier on the corresponding observation date is at least 70 % of its initial level (the “coupon barrier”). If any underlier closes below its barrier, the coupon for that period is forfeited; missed coupons are not recaptured.

Automatic early redemption: Beginning 20 Oct 2025 and quarterly thereafter, the notes will be automatically redeemed at par plus the current coupon if all three underliers are at or above 100 % of their initial levels (the “call threshold”) on a redemption determination date. Early redemption shortens investors’ exposure and terminates future coupon potential.

Maturity payment: If not called earlier, the notes mature on 23 Jul 2030. • If the final level of each stock is ≥ 60 % of its initial level (the “downside threshold”), investors receive par plus any final coupon. • If any stock is <60 % of its initial level, principal is reduced 1-for-1 with the worst performer’s decline, potentially to $0. Investors do not benefit from any upside appreciation in the shares.

Key economic terms (exact levels set on the 18 Jul 2025 strike date):

• Coupon barrier: 70 % of each initial level
• Downside threshold: 60 % of each initial level
• Issue price: $1,000; estimated value: ≈ $968.30 (reflecting dealer margins & hedging costs)
• Listing: None; secondary liquidity depends solely on MS&Co.
• Use restricted to fee-based advisory accounts; no sales commission charged

Principal risks include: (i) loss of up to 100 % of principal if any underlier breaches the downside threshold at maturity; (ii) potential to receive no coupons during the entire term; (iii) credit risk of Morgan Stanley and MSFL; (iv) market, correlation and volatility risks tied to the three equities; (v) limited or no secondary market; and (vi) an issue price that exceeds the dealer’s model value, leading to negative initial yield.

Target investors are those comfortable with equity-linked downside risk, willing to forego upside participation, and seeking high contingent income that may be interrupted or cease entirely. The product is unsuitable for investors who require principal protection, stable income, or ready liquidity.