Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering $895,000 aggregate principal amount of Lookback Entry Buffered PLUS due July 5, 2030, unsecured notes fully guaranteed by Morgan Stanley and linked to the S&P 500 Futures Excess Return Index (Bloomberg: SPXFP). The securities pay no coupons; investor return is determined only at maturity.

• Upside: If the final index level exceeds the initial level, holders receive the $1,000 principal plus 149 % of any positive index return.
• Look-back entry: The initial level is the lowest closing level recorded from June 30 through August 29, 2025, giving investors a potentially favorable starting point.
• Downside protection: A 20 % buffer applies; losses begin only if the index falls below 80 % of the initial level. Maximum loss is capped by a $200 minimum repayment (20 % of principal).
• Credit & liquidity considerations: Notes are senior unsecured obligations of MSFL/Morgan Stanley, are not exchange-listed, and may trade at prices well below face value. Estimated value on the pricing date is $977, implying roughly 2.3 % in issuance costs borne by investors.
• Key dates: Pricing – June 30 2025; Issue – July 3 2025; Final Observation – July 1 2030; Maturity – July 5 2030.

The product suits investors with a moderately bullish five-year outlook on U.S. equities who can tolerate credit risk and potential loss of up to 80 % of principal, and who are comfortable with limited secondary-market liquidity and no interim income.

Morgan Stanley Finance LLC is offering $1.02 million aggregate principal amount of Contingent Income Memory Auto-Callable Securities due July 6, 2027, fully and unconditionally guaranteed by Morgan Stanley. The $1,000-denominated notes are linked to the worst performer among three sector-focused ETFs—the VanEck Gold Miners ETF (GDX), SPDR S&P Homebuilders ETF (XHB) and Global X Uranium ETF (URA)—and combine a high conditional coupon with substantial downside risk.

Key economic terms

• Contingent coupon: 10.44% p.a., paid quarterly only if each ETF’s closing level is ≥ 50% of its initial level (coupon barrier) on the relevant observation date. Missed coupons “memory” and are payable once barriers are met.
• Auto-call feature: Beginning Dec 30 2025, the notes are automatically redeemed at par plus any due coupons if all ETFs close ≥ 100% of their initial levels on any of six quarterly determination dates.
• Principal repayment: At maturity, investors receive par only if every ETF is ≥ 50% of its initial level (downside threshold). Otherwise, redemption equals par × performance of the worst ETF, exposing holders to a full 1-for-1 downside, potentially to zero.
• Initial/threshold levels (June 30 2025 strike): GDX $52.06, XHB $98.57, URA $38.81; barriers at 50% of these levels.
• Estimated value: $965.40 per note, reflecting issuer discount, hedging and structuring costs; investor fees total $18.50 (1.85%) per note.
• Secondary market: Not exchange-listed; MS&Co. may provide limited liquidity but is not obligated to do so.
• Credit: Unsecured senior obligations of MSFL, guaranteed by Morgan Stanley; investors bear Morgan Stanley credit risk.

Strategic considerations for investors

The product targets yield-seeking investors comfortable with equity-linked downside risk and the possibility of earning no income for the entire 2-year term. The 10.44% headline rate is attractive relative to traditional fixed-income, but payment contingency on three uncorrelated, volatile sector ETFs (gold miners, homebuilders, uranium) materially lowers expected coupon frequency. Worst-of design and 50% protection limit principal safety; even moderate sector weakness in one ETF can eliminate both income and principal.

Issuer implications

For Morgan Stanley, the $1.02 million size is immaterial to capital or earnings. The structure monetises investor demand for yield while transferring market risk to noteholders and providing low-cost wholesale funding (internal funding rate below market spreads).