Morgan Stanley SEC Filings

Nvidia Corp. (NVDA) has filed a Form 144 indicating that President and CEO Jen-Hsun Huang intends to sell up to 75,000 shares of common stock on 30 June 2025 through broker Charles Schwab & Co. The planned transaction is valued at approximately $11.8 million, based on the filing’s stated aggregate market value. The shares were acquired via a Performance Stock Award on 20 March 2024 and will be sold on the NASDAQ exchange. The filing lists 24.4 billion shares outstanding, making the proposed sale an immaterial 0.0003 % of total shares.

The notice also discloses that Huang has executed six sales in the previous three months—totalling 375,000 shares between 20 June 2025 and 27 June 2025—for combined gross proceeds of roughly $56.7 million. Together with the upcoming sale, insider disposals reach 450,000 shares within a short window.

Because Form 144 signals an intention rather than a completed trade, the transaction may or may not occur, and no Rule 10b5-1 plan adoption date is provided in the submitted fields. Nonetheless, the filing meets disclosure requirements under SEC Rule 144, offering investors transparency into executive trading activity.

Morgan Stanley Finance LLC is offering Buffered PLUS—principal-at-risk structured notes—due 3 August 2028, linked to the Dow Jones Industrial Average (INDU), S&P 500 (SPX) and Russell 2000 (RTY). Each $1,000 note delivers no periodic interest and is an unsecured obligation of MSFL, fully guaranteed by Morgan Stanley.

Pay-off mechanics rely on the worst-performing underlier on the single observation date (31 July 2028):

• If every index closes above its initial level, the investor receives principal + leveraged upside: $1,000 × [1 + (163%–173%) × % gain of the worst performer].
• If any index finishes at or below its initial but at or above 90 % of it, only par ($1,000) is returned.
• If any index closes below 90 % of its initial level, repayment equals principal × (performance factor + 10 %), imposing a 1 : 1 loss beyond the 10 % buffer, subject to a minimum redemption of $100 (10 %).

Key terms

• Issue price: $1,000; estimated value at pricing: ≈ $962.10 (reflects embedded issuance, structuring and hedging costs).
• Leverage factor: to be fixed at 163 %–173 % on 31 July 2025 strike/pricing date.
• Buffer: 10 % downside protection on each index.
• Distribution: sold through fee-based advisory accounts; dealers may earn up to $6.25/note structuring fee; MS &Co. will not receive a sales commission.
• Liquidity: not exchange-listed; secondary market, if any, made solely by MS &Co. at its discretion.
• CUSIP/ISIN: 61778NCZ2 / US61778NCZ24.

Principal risks highlighted by the issuer include:

• Exposure to credit risk of Morgan Stanley/MSFL; notes are unsecured and unsubordinated.
• No periodic income; return depends solely on terminal index performance.
• Concentration in worst-performing index negates diversification; a single index drop below buffer triggers losses.
• Market value likely below issue price after launch owing to embedded costs and use of an internal funding rate advantageous to the issuer.
• Limited liquidity and potential wide bid/offer spreads.
• Tax treatment uncertain; counsel expects prepaid financial contract, but IRS could disagree.

The product targets investors who are bullish to neutral on all three indices over a three-year horizon, can tolerate significant downside risk, and value a modest buffer alongside leveraged participation in capped equity upside.

Morgan Stanley Finance LLC (Series A) plans to issue unsecured Callable Jump Notes maturing 5 August 2030 that are fully and unconditionally guaranteed by Morgan Stanley (ticker: MS). The notes are linked to the S&P 500 Futures Excess Return Index and will be offered at $1,000 per note in fee-based advisory accounts only. Key commercial, structural and risk characteristics are as follows:

• Principal repayment: Investors receive at least the $1,000 stated amount at maturity if the notes have not been called, regardless of index performance. No current income is paid during the life of the notes.
• Upside potential at maturity: If the final index level exceeds the initial level on the 31 July 2030 observation date, holders receive a payment equal to $1,000 plus 160 % participation in the index appreciation (formula: $1,000 × 160 % × (% gain)).
• Automatic call feature: Beginning 5 Aug 2026 and on 47 subsequent monthly dates, MSFL may redeem the notes in whole—but not in part—if a proprietary risk-neutral valuation model deems it economically rational. Redemption amounts start at $1,120 (≈12 % p.a. simple) and rise in $10 increments to at least $1,590 by July 2030. After a call, no further payments are made and investors forfeit any additional upside linked to the index.
• Credit considerations: Payments depend solely on the creditworthiness of Morgan Stanley Finance LLC and the Morgan Stanley parent guarantee. The notes are senior unsecured obligations and are not FDIC-insured.
• Valuation & costs: The estimated value on the pricing date is approximately $959.80 (±$55), reflecting issuing, selling, structuring and hedging costs plus the issuer’s internal funding rate, which is lower than secondary-market credit spreads. Secondary market prices are expected to be below issue price and may be significantly less than the estimated value once dealer bid-offer and credit spreads are considered.
• Liquidity: The notes will not be listed on any exchange. Morgan Stanley & Co. may repurchase the notes in the secondary market but is not obliged to do so; market making, if any, may cease at any time.
• Risk highlights: No coupon; possibility of being called when continuation would benefit investors; market, volatility and correlation factors influencing MS’s call decision; taxation as contingent payment debt instruments (CPDI) for U.S. holders; potential Section 871(m) considerations for non-U.S. holders after 2026.

The product suits investors seeking (i) full principal repayment at maturity, (ii) equity-linked upside with enhanced participation and (iii) willingness to accept issuer credit risk, early-call risk, lack of interim income and limited liquidity. For Morgan Stanley, the issuance represents routine structured-note funding with minimal balance-sheet impact.

Morgan Stanley Finance LLC is offering Trigger PLUS principal-at-risk securities maturing 2 August 2028. The $1,000-denominated notes are unsecured obligations of MSFL and fully and unconditionally guaranteed by Morgan Stanley. They pay no coupon and will not be listed on any exchange.

Pay-out mechanics

• Upside: If the final level of each underlier—the S&P 500 Index (SPX) and the Russell 2000 Index (RTY)—exceeds its initial level, investors receive principal plus a leveraged upside payment equal to 126-136 % of the worst-performing underlier’s appreciation.
• Par return: If either index is ≤ its initial level but both remain ≥ 75 % of that level (the downside threshold), only principal is returned.
• Loss of principal: If the worst-performing index closes below 75 % of its initial level, repayment is principal × performance factor of that index—i.e., a 1 % loss for every 1 % decline. The entire investment can be lost.

Key indicative terms include a strike/pricing date of 28 July 2025, issue date 31 July 2025, single observation date 28 July 2028, and CUSIP 61778NDJ7. The estimated value on the pricing date is approximately $943.30, ~5.7 % below issue price, reflecting structuring and hedging costs and MS’s internal funding rate.

Risk highlights

• Exposure to the worst-performing of two equity indices eliminates diversification benefit.
• Notes are subject to credit risk of Morgan Stanley; they are not FDIC insured.
• Liquidity is limited; MS&Co. is not obligated to maintain a secondary market and any bid will reflect dealer spreads and credit spreads.
• Tax treatment uncertain; counsel expects open-transaction treatment but the IRS could disagree.

The product suits investors seeking leveraged equity upside with a 25 % buffer who can tolerate full downside participation, illiquidity, and issuer credit risk.

Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS notes maturing 1 August 2030 that are linked to the EURO STOXX 50® Index. The $1,000-denominated securities pay no periodic interest and expose investors to Morgan Stanley credit risk.

• Upside participation: If the index closes above the initial level on the 29 July 2030 observation date, holders receive principal plus 148-158 % (actual factor set on pricing date) of the index gain.
• Dual-direction feature: If the final level is ≤ initial but ≥ the 70 % downside threshold, investors receive a positive return equal to the absolute index decline, capped at +30 %.
• Principal at risk: If the index closes below 70 % of the initial level, principal is reduced 1 : 1 with the index loss; a complete loss is possible.
• Estimated value: Morgan Stanley estimates the note’s fair value at $919.20—roughly 8 % below the $1,000 issue price—reflecting distribution and hedging costs.
• Liquidity & listing: The notes will not be listed; secondary trading will rely solely on MS & Co.’s discretion, potentially at significant discounts.
• Key dates: Strike & pricing 28 July 2025; settlement 31 July 2025; observation 29 July 2030; maturity 1 August 2030.

The product may appeal to investors who:

• Seek enhanced upside exposure to Eurozone large-cap equities.
• Believe the index will remain above 70 % of its 28 July 2025 level at maturity.
• Can tolerate illiquidity, price opacity and full principal loss risk, and are comfortable with the credit risk of Morgan Stanley.

Bank of Montreal (BMO) is offering US$600,000 of Senior Medium-Term Notes, Series K – “Buffer Notes” – that mature on December 26, 2025 and are linked to the common stock of Tesla, Inc. (TSLA). The notes pay a fixed coupon of 9.70 % per semi-annual period (approximately 19.40 % per annum), with the single coupon scheduled to be paid at maturity. In exchange for this elevated yield, investors forgo any upside participation in TSLA and are exposed to significant downside risk.

Principal repayment is conditional. If, on the Valuation Date (December 22 2025), TSLA’s closing price is below the 20 % Buffer Level (80 % of the Initial Level of $278.94), a “Trigger Event” occurs. In that case, investors will receive either a Physical Delivery Amount of TSLA shares or, at BMO’s election, a Cash Delivery Amount. The payout is levered to downside at 1.25 % per 1 % decline beyond the buffer; a maximum loss of 80 % of principal is possible. If TSLA remains at or above the Buffer Level, investors receive full principal plus the coupon.

Key structural details

• Initial Level: $278.94 TSLA close on June 23 2025
• Buffer Level: $278.94 × 80 % = $222. (rounded)
• Downside Leverage Factor: 125 %
• Denomination: $1,000; CUSIP 06369N3P4
• Issue / Settlement: June 26 2025; Maturity: December 26 2025 (≈6-month tenor)
• Price to public: 100 %; Agent’s commission: 0.75 %
• Estimated initial value: $985.50 per $1,000 (1.45 % issuance premium)
• Not exchange-listed; secondary liquidity solely through dealer market-making
• All payments subject to Bank of Montreal credit risk

Risk profile. The supplement lists numerous risks, notably: potential loss of up to 80 % of principal, lack of upside, single-stock volatility, illiquidity, uncertain tax treatment and conflicts arising from BMO’s hedging and calculation-agent roles.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.