Morgan Stanley SEC Filings

Morgan Stanley Finance LLC will issue $2.75 million of Enhanced Trigger Jump Securities maturing 31 Dec 2026, each with a $1,000 stated principal amount and fully guaranteed by Morgan Stanley. The notes are principal-at-risk, zero-coupon instruments linked to the Class A common stock of Vertiv Holdings Co (initial level $123.80).

Pay-off structure: if on the 28 Dec 2026 observation date the Vertiv closing price is ≥ 60 % of the initial level ($74.28), investors receive principal plus a fixed upside payment of $295.50 (29.55%), irrespective of the degree of appreciation or modest depreciation. If the final level is < $74.28, the redemption amount falls 1 % for every 1 % decline in the stock, with no minimum payment; a near-total loss is possible.

Key economic terms: issue price $1,000, but the estimated value on pricing date is $959, reflecting underwriting, structuring and hedging costs and Morgan Stanley’s lower internal funding rate. MS & Co. receives a $23.50 sales commission (2.35%) per note; fee-based advisory accounts pay $976.50 with no commission. The notes will not be listed, and secondary market liquidity will depend solely on MS & Co.’s discretion.

Primary risks: no interest, limited upside, full downside exposure below the 60 % barrier, issuer and guarantor credit risk, valuation discount, and potentially wide bid-offer spreads. The product suits investors seeking predefined, capped equity exposure who are prepared to accept the possibility of losing their entire investment.

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the common stock of Advanced Micro Devices, Inc. (AMD). Each $1,000 security pays a 12.00% p.a. contingent coupon, but only when AMD’s closing price on the relevant observation date is at or above the coupon barrier of $86.208 (60 % of the $143.68 initial level). If the stock closes below the barrier on any observation date, no coupon is paid for that month.

Starting six months after issuance, the notes are evaluated monthly for automatic early redemption. If AMD closes at or above the call threshold (100 % of the initial level) on any redemption determination date, investors receive par plus the applicable coupon and the notes terminate.

If the notes are not called and mature on 29 Jun 2028, principal is protected only if AMD’s final level is at or above the downside threshold of $86.208. Below that level, repayment is linearly reduced in proportion to AMD’s decline, exposing investors to a maximum 100 % loss of principal. The securities are unsecured and subject to the credit risk of Morgan Stanley and MSFL.

Issue size is $100,000 (100 notes). Investors pay a 2.75 % sales commission; Morgan Stanley’s estimated fair value is $954.30, implying an initial mark-up of roughly 4.6 %. The notes will not be listed, and secondary market prices may be lower than both issue price and estimated value.

Offering overview. Morgan Stanley Finance LLC is issuing $2.987 million of Fixed Income Buffered Auto-Callable Securities due 28 June 2030, fully and unconditionally guaranteed by Morgan Stanley.

The $1,000-denominated notes pay a fixed 7.00% annual coupon, irrespective of index performance, until redemption. Beginning 24 June 2026 and on 47 monthly dates thereafter, the notes are automatically called at par plus the current coupon if the S&P U.S. Equity Momentum 40% VT 4% Decrement Index closes at or above its 915.79 initial level.

Principal repayment. If not called, the notes mature 28 June 2030. Holders receive par when the final index level is at or above 85% of the initial level (≥ 778.422). If the index falls below this buffer, repayment is reduced 1-for-1 with the decline beyond 15%, subject to a minimum payment of 15% of principal.

Key structural details.

• Issue price: $1,000; estimated value: $922.80 (7.7% below issue, reflecting fees and internal funding rate).
• Dealer commission: $40 per note (4% of par).
• Unsecured, unsubordinated obligations; dependent on Morgan Stanley credit; not FDIC-insured.
• No exchange listing; secondary market, if any, solely at MS & Co.’s discretion.

The product targets income-oriented investors willing to accept limited liquidity, no upside participation and potential loss of up to 85% of principal in exchange for a fixed 7% coupon and a modest downside buffer.

Morgan Stanley Finance LLC (Series A GMTN) Pricing Supplement No. 8,680 details a new structured note offering – Trigger PLUS Principal at Risk Securities – linked to the worst performing of the S&P 500 Index (SPX) and the Dow Jones Industrial Average (INDU).

Key economic terms

• Issue size: $375,000 (375 notes at $1,000 each).
• Maturity: 28 Jun 2030 (5-year term).
• Leverage factor: 133 % upside participation on the worst performer.
• Downside threshold: 75 % of initial level for each index (SPX 4,569.12; INDU 32,236.823).
• Principal protection: None; investors lose 1 % for every 1 % the worst index falls below its threshold; maximum loss 100 %.
• Coupon: No periodic interest.
• Estimated value (internal): $942.60, 94.26 % of issue price, implying ~5.7 % initial premium/fees.
• Secondary market: Unlisted; MS&Co. may provide, but is not obligated to make, a market.

Pay-off profile

• If both indices finish above their respective initial levels, investors receive principal plus 133 % of the worst performer’s gain (e.g., 10 % gain → $1,133).
• If either index finishes ≤ initial level but ≥ threshold, investors are repaid par only.
• If either index closes below threshold, repayment is principal × performance factor of the worst index (e.g., –85 % → $150).

Risk considerations

• Principal at risk; no minimum redemption.
• Correlation risk; downside triggered by either index.
• Credit risk; obligations of MSFL, guaranteed by Morgan Stanley (unsecured, unsubordinated).
• Liquidity; no exchange listing, potential wide bid-offer spreads.
• Valuation gap; initial price exceeds model value by ~$57 per note, largely reflecting placement fees ($36) and structuring/hedging costs.

Investor profile: Suitable only for sophisticated investors seeking leveraged equity exposure, willing to forgo dividends and accept full downside, credit and liquidity risk in exchange for 1.33× upside participation with limited conditional protection.

Offering overview: Morgan Stanley Finance LLC is issuing $126,000 of Callable Contingent Income Securities due December 31, 2026, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note offers a contingent coupon of 9.50% per annum, payable quarterly only if the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index all close at or above 80% of their respective initial levels on the relevant observation date.

Principal at risk: If the notes are not called and any index closes below its 80% downside threshold on the final observation date, investors will receive less than par—down to zero—based on the worst-performing index. Investors do not participate in any upside of the indices.

Issuer call feature: Beginning December 31, 2025, Morgan Stanley may redeem the notes quarterly at par plus any due coupon, but only if an internal risk-neutral valuation model deems early redemption economically rational for the issuer. The decision is independent of index performance, heightening reinvestment risk for noteholders.

Pricing economics: The estimated value on the June 25, 2025 pricing date is $959.30, roughly 4.1% below the $1,000 issue price, reflecting issuance, distribution and hedging costs plus Morgan Stanley’s lower internal funding rate. Selected dealers earn a fixed $21 sales commission per note.

Key terms:

• Initial index levels: INDU 42,982.43; NDX 22,237.74; RTY 2,136.185
• Coupon & downside barriers: 80% of initial levels
• Observation/Coupon dates: Sep 30 2025 – Dec 31 2026
• Unlisted; secondary market liquidity depends on MS & Co.
• CUSIP 61778KH59 | ISIN US61778KH597

Investor takeaways: The note targets income-seeking investors willing to assume (1) credit exposure to Morgan Stanley, (2) worst-of index risk, (3) potential loss of principal, (4) call risk dictated by issuer economics, and (5) limited secondary liquidity. In return, investors receive a headline 9.5% contingent yield that may lapse for one or more quarters if any index breaches its 80% barrier.

Morgan Stanley Finance LLC has announced Trigger PLUS (Performance Leveraged Upside Securities) due June 28, 2030, with an aggregate principal amount of $4.76 million. These structured investments are based on the worst-performing of the S&P 500® Index and Dow Jones Industrial Average.

Key features include:

• Principal at risk securities with no guaranteed return of principal
• 135% leverage factor on upside performance
• 70% downside threshold level
• Estimated value of $951.70 per $1,000 security
• No periodic interest payments

Payment at maturity scenarios: If both indices exceed initial levels, investors receive principal plus 135% of worst performer's appreciation. If either index falls but stays above 70% threshold, investors receive principal only. If either index falls below threshold, investors lose 1% for every 1% decline in worst performer, with possible total loss of investment. Securities are fully guaranteed by Morgan Stanley but subject to credit risk.

Morgan Stanley Finance has issued $2.116 million in Buffered Participation Securities due June 28, 2030, linked to the Dow Jones Industrial Average performance. The securities, priced at $1,000 per unit, are fully guaranteed by Morgan Stanley.

Key features include:

• Initial index level: 42,982.43
• Buffer level: 80% of initial level (34,385.944)
• Participation rate: 100% in index gains
• Minimum payment at maturity: 20% of principal

Payment structure: If index rises, investors receive principal plus 100% of index gains. If index falls but stays above buffer level, investors receive full principal. Below buffer level, investors lose 1% for each 1% decline beyond buffer, with 20% minimum payment. Estimated value per security is $956.60, below issue price due to costs and fees. Securities involve significant risks including credit risk and potential principal loss.

Morgan Stanley Finance (MSFL) has issued $648,000 in Contingent Income Auto-Callable Securities due June 28, 2030, based on the S&P 500 Futures 40% Intraday 4% Decrement VT Index. The securities are fully guaranteed by Morgan Stanley.

Key features include:

• Contingent Coupon: 14.00% annual rate, paid only if the index closes at/above 70% of initial level (1,644.888)
• Automatic Early Redemption: Occurs if index closes at/above initial level (2,349.84) on any redemption date starting June 25, 2026
• Principal Risk: If final level is below 50% of initial level (1,174.92), investors lose 1% for every 1% decline in index
• Pricing: $1,000 per security with estimated value of $892.60, reflecting costs and fees

The securities offer potential above-market returns but carry significant risks including possible loss of principal and no participation in index appreciation. All payments are subject to Morgan Stanley's credit risk.

Morgan Stanley Finance LLC has announced Market-Linked Notes due June 28, 2029, with an aggregate principal amount of $1,193,000. The notes are based on the performance of the S&P 500® Futures Excess Return Index and are fully guaranteed by Morgan Stanley.

Key features of the offering include:

• Principal amount of $1,000 per note with estimated value of $956.60
• Notes pay no interest but offer potential upside linked to index performance
• 100% participation rate in index appreciation above initial level
• Principal protection if index declines - investors receive full principal at maturity regardless of index performance

The offering includes $35,790 in agent commissions and fees. The notes involve significant risks including credit risk of Morgan Stanley and MSFL. While principal is protected at maturity, the notes offer no returns if the index fails to appreciate and do not pay periodic interest. Secondary market liquidity may be limited as the notes will not be listed on any securities exchange.