Morgan Stanley SEC Filings

Morgan Stanley Finance LLC (MSFL) is offering Contingent Income Memory Buffered Auto-Callable Securities due July 16, 2030 that are fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, principal-at-risk obligations linked to the worst-performing of two exchange-traded funds (ETFs): the VanEck® Gold Miners ETF (GDX) and the VanEck® Semiconductor ETF (SMH).

Key structural terms

• Issue price / Denomination: $1,000 per security.
• Contingent coupon: 11.55% per annum, paid quarterly (30/360) only if, on the related observation date, the closing level of each underlier is ≥ its coupon barrier (85% of initial level). Missed coupons “memory” forward and are payable on the next date when both underliers meet the barrier.
• Automatic early redemption: Beginning with the first determination date on July 13, 2026 and monthly thereafter, the notes are automatically redeemed at par plus any due coupons if the closing level of each underlier is ≥ its call threshold (100% of initial level).
• Payment at maturity (if not called):
  • If the final level of each underlier ≥ its buffer level (85% of initial): return of full principal plus any coupons due.
  • If the final level of either underlier < buffer: investor receives $1,000 × [worst underlier performance + 15%], subject to a minimum payment of 15% of principal. This equates to a loss of 1% of principal for every 1% decline beyond the 15% buffer, with maximum loss of 85%.
• Estimated value: Approximately $935.60 (±$40) per $1,000 note at pricing, reflecting issuance, structuring and hedging costs borne by investors.
• Credit risk: All payments depend on the creditworthiness of Morgan Stanley and MSFL; the notes are not secured and are not FDIC-insured.
• Liquidity: The securities will not be listed on any exchange. Morgan Stanley & Co. LLC may provide a secondary market but is not obligated to do so.
• Risk highlights: investors face the possibility of receiving no coupons for the entire term, early redemption risk after year one, exposure to underlier volatility, sector concentration risks (gold/silver mining and semiconductors), and potential adverse tax treatment. Minimum recovery if buffer breached is only 15% of par.

Timeline

• Strike / Pricing date: July 11, 2025
• Issue date: July 16, 2025
• First observation / coupon date: August 11, 2025 / August 14, 2025
• Maturity / final observation: July 16, 2030 / July 11, 2030

The product suits investors seeking enhanced income potential (11.55% p.a.) and willing to accept sector-specific equity risk, complex payoff mechanics and potential principal loss. It does not offer participation in any upside of the ETFs.

Morgan Stanley Finance LLC is offering $100,000 aggregate principal amount of Jump Securities with an Auto-Callable Feature linked to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4). The notes are part of the Series A Global MTN program, are principal-at-risk and are fully and unconditionally guaranteed by Morgan Stanley.

Key economic terms:

• Issue/Principal: $1,000 per security (minimum $1,000 denomination)
• Pricing & Strike Date: 3 Jul 2025; Settlement: 9 Jul 2025; Maturity: 9 Jul 2030 (5-year tenor)
• Automatic Early Redemption: single observation on 7 Jul 2026; if index ≥ 2,623.80 (100% of initial) investors receive $1,250 and the note terminates.
• Upside at maturity: if not called and index > initial, payout = $1,000 + 350% × (index gain).
• Principal protection: none. If final level < 50% of initial (1,311.90) investors lose 1% of principal per 1% index decline.
• Estimated value on pricing date: $949.60 (≈ 94.96% of issue price) reflecting MS internal funding rate and structuring costs.
• Secondary market: not exchange-listed; MS & Co. may provide limited liquidity.

Index characteristics: SPXF40D4 (launched Aug 2024) uses intraday rebalancing, a 40% volatility target, leverage up to 400%, and applies a 4% per-annum “decrement” drag, causing systematic under-performance versus a non-decrement version. Back-tested data prior to Aug 2024 is hypothetical.

Risk highlights:

• Investors may lose up to 100% of principal.
• Single early-call observation exposes holders to “re-investment risk” and caps upside at 25% (before fees/taxes).
• Liquidity is dependent on MS & Co.; bid–offer likely at discount.
• Credit exposure to Morgan Stanley; MSFL has no independent assets.
• Tax treatment uncertain; expected to be prepaid financial contract, but IRS could disagree.

Cost & conflicts: Price to public equals face; advisory-fee accounts only. Net proceeds to MSFL are $997.50 per note; MS & Co. earns ~$2.50 structuring fee and may hedge positions. The note provides inexpensive term funding to Morgan Stanley while transferring market and decrement risk to investors.

For sophisticated investors comfortable with equity-index volatility, leverage and credit risk, the notes offer 3.5× participation above initial level and a 25% fixed premium if called, but the decrement drag, leverage-induced downside and lack of coupons make risk-adjusted return highly path-dependent.

Morgan Stanley Finance LLC is offering $684,000 aggregate principal of Trigger Jump Securities due July 8, 2027. Each $1,000 note is linked to the worst performer of the Russell 2000, S&P 500 and EURO STOXX 50 indices and carries no coupons.

Pay-off profile:

• Upside: If all three indices finish at or above their initial levels on the July 2, 2027 observation date, holders receive principal plus a fixed $340 upside payment (34%). Additional index gains are not shared.
• Par: If any index is below its initial level but all three stay at or above 70 % of their initial levels, only principal is repaid.
• Downside: If any index closes below its 70 % downside threshold, redemption equals principal times the worst performer’s percentage return, creating full downside exposure and potential total loss.

Key terms: strike & pricing date July 2, 2025; estimated value $983.70 (reflects structuring & hedging costs); sold in fee-based advisory accounts with no sales commission but up to $6.25 structuring fee; not exchange-listed; secondary liquidity, if any, only through Morgan Stanley & Co.

Principal risks include loss of principal, limited upside, credit risk of Morgan Stanley, market volatility, correlation risk among indices, liquidity constraints and uncertain tax treatment.

The small issuance size and short tenor make the offering immaterial to Morgan Stanley’s overall capital structure; it is designed for investors seeking a capped return with a 30 % buffer in exchange for uncapped downside beyond that level.

Morgan Stanley Finance LLC (MSFL) is offering $842,000 aggregate principal amount of Buffered Jump Securities with an Auto-Callable feature that mature on April 6, 2028 and are fully and unconditionally guaranteed by Morgan Stanley. The unsecured notes are linked to the worst performing of the Global X Silver Miners ETF (SIL) and the Global X Uranium ETF (URA). Each security has a stated principal of $1,000 and will be issued at par; investors pay a 3.15 % sales commission, leaving net proceeds of $968.50 per note and an estimated value at pricing of $955.10.

Key structural terms

• Auto-call schedule: 27 monthly determination dates starting Jan 2 2026. If both ETFs close at or above their respective call thresholds (100 % of initial levels) on any determination date, the note is automatically redeemed for the preset amount shown in the schedule—equivalent to ~21.65 % simple annualized return—terminating further payments.
• Payment at maturity: If not called and the final level of each ETF ≥ call threshold, holders receive $1,595.375 (59.54 % absolute return). If either ETF finishes ≥ its 85 % buffer but < its call threshold, repayment is limited to principal. If either ETF finishes < its buffer, repayment is reduced dollar-for-dollar beyond the 15 % buffer, subject to a minimum payment of 15 % of principal ($150).
• Risk profile: Investors forgo dividends and all upside beyond the fixed jump payments; downside is uncapped (other than the minimum $150). The note’s performance is driven solely by the worst performer of the two ETFs, eliminating diversification benefits.
• Credit & liquidity: Payments depend on Morgan Stanley’s creditworthiness. The notes will not be listed; MS&Co. may provide a secondary market but is not obliged to do so. Secondary prices will reflect bid/ask spreads, issuer credit spreads, and may be materially below par.
• Sector concentration: Investors assume additional volatility linked to silver-mining and uranium-related equities, each exposed to commodity price swings, regulatory shifts, and cyclical demand.

Cost considerations & conflicts

• The internal funding rate and embedded hedging/structuring costs reduce investor economics; the estimated value is 4.49 % below issue price.
• MS&Co. is both selling agent and calculation agent, creating potential conflicts in valuation, adjustments, and secondary pricing.

Suitability: The product targets investors comfortable with principal-at-risk exposure, no current income, complex tax treatment, limited liquidity, and concentrated commodity risk, in exchange for a predefined jump return and 15 % downside buffer.