Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Memory Auto-Callable Securities maturing 16 July 2030. The $1,000-denominated notes combine a debt component with an equity-linked payoff tied to the Nasdaq Biotechnology Index (NBI), Amazon.com, Inc. (AMZN) and Alphabet Inc. (GOOGL). All cash flows depend on the worst-performing underlier.

Key economic terms:

• Annual contingent coupon: 16.00% (paid quarterly ≈ $40/period) but only if the closing level of each underlier is ≥ 85 % of its initial level (“coupon barrier”) on the scheduled observation date. Missed coupons accrue and may be paid later if the barrier is met (“memory” feature).
• Automatic early redemption: From 13 Jul 2026 onward, if on any determination date each underlier is ≥ 100 % of its initial level (“call threshold”), investors receive principal plus the current and any accrued coupons; the note then terminates.
• Payment at maturity: • If every underlier ≥ 100 % of initial, principal is repaid plus the final (and any accrued) coupon. • Otherwise, payoff = $1,000 × (final level / initial level) of the worst underlier, exposing investors to a 1 % loss of principal for each 1 % decline; repayment may be zero.
• Issue price: $1,000; estimated value: ≈ $956.70 (reflecting issuer costs and an internal funding rate advantageous to Morgan Stanley).
• Schedule: pricing 11 Jul 2025; issue 16 Jul 2025; 18 observation/redemption dates; not exchange-listed.
• Credit risk: unsecured obligations of MSFL; repayment depends solely on Morgan Stanley’s creditworthiness.

Investor considerations: The structure offers potential double-digit income in low-rate environments, but coupons and principal are contingent on three correlated assets. Investors face full downside exposure to the worst performer, possible loss of all coupons, early-call reinvestment risk, limited liquidity and tax uncertainty. The note suits risk-tolerant investors seeking enhanced income and able to absorb equity-like losses within a credit-linked note.

Morgan Stanley Finance LLC (Series A) is offering $1.386 million of unlisted Trigger Jump Securities maturing 5 July 2030. Each $1,000 note is an unsecured, senior obligation of MSFL, fully and unconditionally guaranteed by Morgan Stanley. The securities:

• No coupons & no principal protection; repayment depends entirely on the closing levels of three equity indices – Dow Jones Industrial Average (INDU 44,494.94), Nasdaq-100 Technology Sector Index (NDXT 11,555.47) and Russell 2000 (RTY 2,197.539) – observed only once on 1 July 2030.
• Upside mechanics: if the worst-performing index finishes ≥ its initial level, holders receive principal plus the greater of (i) index gain and (ii) a fixed Upside Payment of $692.50 (69.25%).
• Par return zone: if any index declines but all remain ≥ 70 % of initial levels, investors receive only the $1,000 principal.
• Downside risk: if even one index closes <70 % of its initial level, redemption is $1,000 × (final/initial of worst index); losses are one-for-one with index decline and can reach 100 %.
• Pricing: issue price $1,000; estimated value on pricing date $963.30 (reflecting fees, hedging and a lower internal funding rate). Notes will be sold into fee-based advisory accounts; agent concession up to $6.25.
• Liquidity & credit: not exchange-listed; MS & Co. may provide secondary markets but is not obliged. All payments are subject to Morgan Stanley credit risk; MSFL itself has no independent assets.
• Key thresholds: Downside barriers – INDU 31,146.458, NDXT 8,088.829, RTY 1,538.277.

Investors are effectively long a worst-of basket with a built-in call spread; potential return is attractive if all indices hold their level, but exposure to any single index breaching its 30 % downside buffer can erode or eliminate capital. The small size ($1.386 million) and fee-based distribution indicate a tailored, advisory-account placement rather than a broad public raise.