Welcome to our dedicated page for Morgan Stanley SEC filings (Ticker: MS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Morgan Stanley’s disclosures are a treasure trove of information on everything from trading Value-at-Risk to the health of its $4T wealth-management franchise. But finding those details inside a 300-page report is tedious. This page curates every filing the firm submits to EDGAR, then layers Stock Titan’s AI so Morgan Stanley SEC filings are explained simply.
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Offering overview. Morgan Stanley Finance LLC is marketing $1,000-denominated Jump Securities with an auto-callable feature linked to the worst performer of three U.S. equity benchmarks—the Dow Jones Industrial Average (INDU), Nasdaq-100 (NDX) and Russell 2000 (RTY). The notes are unsecured, carry Morgan Stanley’s guarantee, and form part of the Series A Global MTN program. They do not pay coupons and place principal at risk.
Key terms.
- Strike / Pricing date: 31 Jul 2025 Issue date: 5 Aug 2025 Maturity: 5 Aug 2030
- Denomination: $1,000 per note Estimated value: ≈ $956.70 (4.3 % issuance premium)
- Automatic early redemption: One observation only, 5 Aug 2026. If each index closes ≥ its initial level (100 %), investors receive $1,197.50–$1,227.50 (≈ +19.75 % to +22.75 %) and the trade terminates.
- Pay-off at maturity (if not called):
- If every index closes > its initial level → $1,000 + 150 % participation in the gain of the worst performer.
- If the worst performer ends ≤ initial but ≥ 70 % → return of principal only.
- If the worst performer ends < 70 % → principal is reduced 1 % for each 1 % decline (full downside exposure) and could be zero.
- Downside threshold: 70 % of each index’s initial level (30 % buffer).
- Listing: none; secondary liquidity depends solely on MS & Co.
- Fees: Sold exclusively to fee-based advisory accounts; no sales commission but a structuring fee up to $6.25 per note. Embedded issuance/hedging costs make the estimated value lower than issue price.
Risk highlights. Investors face full market risk on the three indices and Morgan Stanley’s credit risk. The single observation date limits call probability; if not triggered, investors may be exposed to four additional years of market volatility. Market value may trade well below par because of bid/offer spreads, issuer funding advantage and lack of exchange listing. Tax treatment is uncertain; notes are expected to be treated as open-transaction prepaid forward contracts.
Investor profile. Suitable only for investors who:
- seek equity-linked upside with an initial 30 % buffer and one-year call opportunity;
- can tolerate complete loss of principal;
- do not need periodic income and are comfortable with limited liquidity and complex tax reporting.
Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Contingent Income Auto-Callable Securities due August 13, 2026 that are linked to the Nasdaq-100 Technology Sector Index (NDXT) and the S&P 500 Index (SPX). The $1,000-denominated notes combine a potential 8.75% p.a. contingent coupon with substantial downside and credit risk.
Coupon mechanics: A quarterly coupon (8.75% p.a., ~ $7.292 per period) is paid only if, on the relevant observation date, both indices close at or above their respective coupon-barrier level (80% of initial level). If either index is below its barrier, that period’s coupon is forfeited.
Auto-call feature: Starting January 12, 2026, the notes will be automatically redeemed at par plus the current coupon if both indices are at or above their call threshold (100% of initial) on any of seven monthly determination dates. Early redemption shortens the investment horizon and halts further payments.
Principal repayment: If the notes are not auto-called, repayment depends on the worst-performing index on the August 10, 2026 final observation date. • If both indices are at or above their downside-threshold (80% of initial), investors receive par (and any final coupon). • If either index is below its threshold, investors lose 1% of principal for every 1% decline in that index; maximum loss is 100%.
Key structural details: Issue price $1,000; estimated value on pricing date ≈ $966.50 (reflects dealer spread & funding benefit). The notes are senior unsecured obligations of MSFL, guaranteed by Morgan Stanley, with CUSIP 61778NGA3 and are not listed. Secondary market making is discretionary and prices may diverge from estimated value.
Risk highlights: • No guaranteed coupons or principal; exposure to technology-sector volatility via NDXT. • Performance is determined solely on discrete observation dates—intraperiod recovery offers no benefit. • Credit exposure to Morgan Stanley; estimated value is below issue price. • Limited liquidity and dealer conflict of interest under FINRA 5121. • Tax treatment uncertain; coupons expected to be ordinary income and subject to withholding for non-U.S. holders.
Investor profile: Suitable only for investors who are comfortable with equity risk, potential loss of capital, and the possibility of receiving no income, yet seek above-market coupons if both indices remain above specified thresholds.
Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing “Worst-of RTY and SPX Callable Jump Notes” maturing on August 1, 2030. The $1,000-denominated structured notes are linked to the Russell 2000 (RTY) and S&P 500 (SPX) and provide:
- 100 % upside participation in the worst-performing index at maturity, subject to issuer call.
- Full principal repayment at maturity even if either index falls to –100 % (credit risk of Morgan Stanley applies).
- No periodic coupon; potential return comes from either a step-up issuer-call premium or index appreciation at maturity.
The issuer can redeem the notes in whole on any of 48 monthly dates starting July 31 2026. If called, holders receive a fixed cash amount that starts at $1,087.50 (+8.8 %) and escalates to $1,430.208 (+43.0 %) by July 3 2030. Whether calling is “economically rational” is determined by Morgan Stanley’s internal risk-neutral valuation model, creating significant reinvestment uncertainty.
Key economic terms:
- Issue price: $1,000
- Estimated value: $937.20 (±$55) ― implies roughly 6 % embedded fees/hedging costs.
- Pricing / Observation dates: July 28 2025 / July 29 2030.
- CUSIP: 61778NDX6; notes will not be exchange-listed.
Risks highlighted include absence of interest, early-call risk, valuation and liquidity constraints, worst-of performance drag, small-cap exposure via RTY, and Morgan Stanley credit risk. Investors should consult the preliminary pricing supplement and tax discussion before investing.
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