Morgan Stanley SEC Filings

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.

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.