Morgan Stanley SEC Filings

Morgan Stanley Finance LLC is offering five-year, principal-at-risk Trigger Jump Securities (Series A MTNs) that mature on 5 July 2030. The $1,000-denominated notes are fully and unconditionally guaranteed by Morgan Stanley but are unsecured and unsubordinated, pay no periodic interest and will not be listed on any exchange, limiting liquidity.

The return depends on the worst performing of three equity benchmarks: 1) Dow Jones Industrial Average (INDU), 2) Nasdaq-100 Technology Sector Index (NDXT) and 3) Russell 2000 Index (RTY).

• Upside: If all three final index levels are ≥ their initial levels on the single observation date (1 July 2030), investors receive principal plus the greater of (i) index appreciation of the worst performer or (ii) a fixed Upside Payment of $692.50 (69.25 %). Appreciation above 69.25 % participates one-for-one.
• Par return: If any index is below its initial level but all are ≥ 70 % of the initial level, investors receive only the original principal.
• Downside: If any index closes below 70 % of its initial level, repayment is reduced 1 % for every 1 % decline in the worst performer, exposing investors to up to a 100 % loss of principal.

Key terms: strike & pricing date 1 July 2025; issue date 7 July 2025; CUSIP 61778NEF4; estimated value on pricing date ≈ $957 (4.3 % below issue price) reflecting selling, structuring and hedging costs and an internal funding rate advantageous to the issuer. Sales are limited to fee-based advisory accounts; the agent receives no traditional commission but may pay selected dealers a structuring fee up to $6.25 per note.

Risk highlights: investors bear (i) market risk of each index, amplified by the worst-of feature, (ii) credit risk of Morgan Stanley, (iii) liquidity risk from the absence of listing and discretionary secondary-market making, (iv) valuation risk as secondary prices will reflect Morgan Stanley’s credit spread and bid/ask, and (v) tax uncertainty; counsel currently views the notes as prepaid financial contracts, but the IRS could challenge this treatment.

The notes may appeal to investors seeking a defined five-year exposure with a 69.25 % fixed minimum upside in flat-to-positive markets, yet willing to accept uncapped downside past a 30 % drawdown in any index, no interim income, and issuer/market liquidity constraints.

Morgan Stanley Finance LLC is offering Worst-of SPX and RTY Dual Directional Buffered PLUS securities due July 20, 2028, guaranteed by Morgan Stanley. Key features include:

• Underliers: S&P 500® Index (SPX) and Russell 2000® Index (RTY)
• Key Terms: 108% leverage factor, 100% absolute return participation rate, and 18% buffer amount
• Estimated Value: $966.90 per security (±$45.00)
• Payment Structure: Based on worst-performing underlier with potential 82% maximum loss

Notable risks include: no interest payments, exposure to small-cap companies, credit risk of Morgan Stanley, and limited secondary market trading. The payment at maturity offers leveraged upside potential of 108% with a buffer against the first 18% of losses. The structure provides positive returns in both upward and downward market scenarios within specified ranges, subject to the performance of the worst-performing index.

Morgan Stanley Finance LLC is offering 2-Year Tesla Dual Directional Auto-Callable Trigger PLUS securities, guaranteed by Morgan Stanley. Each security has a principal amount of $1,000 with potential early redemption features.

Key terms include:

• Issue Date: July 22, 2025
• Maturity Date: August 4, 2027
• Early Redemption Payment: $1,345 per security if Tesla stock equals/exceeds initial price on first determination date
• At maturity, if not redeemed early: - Upside participation: 150% if stock price increases - Positive return equal to absolute stock decline if price falls but stays above 65% threshold - Significant losses possible if stock falls below 65% threshold

The estimated value is $956.10 per security. Key risks include no guaranteed principal return, limited appreciation potential due to early redemption, credit risk, and market price uncertainty. The securities will not be listed on any exchange, requiring a 2-year holding commitment.

Morgan Stanley Finance has issued $7.8 million in Fixed Income Auto-Callable Securities due June 29, 2027, linked to the performance of Amazon, Microsoft, and Meta Platforms stocks. The securities offer a 9% annual fixed coupon rate payable on scheduled dates.

Key features include:

• Principal at risk structure with $1,000 per security issue price
• Automatic early redemption if all underliers close at/above call threshold (100% of initial levels)
• Downside threshold set at 53% of initial levels for all stocks
• Risk of significant principal loss if any underlier falls below downside threshold

The securities' estimated value is $966.70 per unit, below the issue price due to costs and fees. Morgan Stanley & Co. receives $29.12 commission per security. These notes are unsecured obligations of MSFL, guaranteed by Morgan Stanley, and not FDIC insured. First potential early redemption date is December 23, 2025.

Morgan Stanley Finance LLC has filed a prospectus supplement for Buffered PLUS (Performance Leveraged Upside Securities) due July 2, 2030, linked to the S&P 500 Index. These principal-at-risk securities, fully guaranteed by Morgan Stanley, offer the following key features:

The securities, priced at $1,000 per unit, provide:

• 150% leveraged upside participation in S&P 500 gains, capped at maximum payment of 145.50% ($1,455 per security)
• 20% downside buffer protection - no losses if index declines up to 20%
• 1:1 losses below the buffer level (80% of initial level)
• No periodic interest payments

The estimated value on pricing date is $944.50 per security, reflecting costs associated with issuing, selling, structuring and hedging. Notable risks include potential significant loss of principal, limited upside due to the cap, credit risk of Morgan Stanley, and value determined only at maturity based on final observation date.

Morgan Stanley Finance has announced Jump Securities with Auto-Callable Feature due June 27, 2030, based on the EURO STOXX 50 Index performance. The offering totals $1,000,000 with a per-security price of $1,000.

Key features include:

• Auto-callable feature triggering early redemption if the index closes at/above call threshold (5,297.07)
• Early redemption payments increase from $1,107.50 to $1,430.00 per security over four determination dates
• At maturity, if not called early: full principal plus upside payment of $300 or index appreciation if index is at/above initial level
• Risk of principal loss if index falls below 75% of initial level

The securities' estimated value is $956.80 per unit, below the issue price due to costs and fees. Morgan Stanley & Co. will receive $23.50 per security in commissions. These unsecured obligations carry Morgan Stanley's full guarantee but involve significant investment risks, including possible loss of principal.

Morgan Stanley Finance has announced Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4), due August 1, 2030. Key features include:

• Contingent Coupon Rate: 9.25% to 10.25% per annum with memory feature
• Auto-Call Feature: Monthly redemption after 1 year if index closes at or above 100% of initial level
• Downside Protection: 15% buffer (maximum loss of 85%)
• Coupon Barrier: 60% of initial level

Notable risks include no participation in index appreciation, early redemption risk, and credit risk of Morgan Stanley. The security's estimated value is $898.90 per unit, which is below the issue price, reflecting issuing costs and Morgan Stanley's credit spreads. The underlier is newly established (August 30, 2024) with limited operating history and includes a 4% per annum decrement feature that will adversely affect performance.

Morgan Stanley Finance has announced SPUMP40 Buffered Jump Securities with auto-callable features, due August 1, 2030. These structured notes track the S&P U.S. Equity Momentum 40% VT 4% Decrement Index with the following key features:

• Buffer Protection: 15% downside buffer (85% maximum loss)
• Auto-Callable Feature: Monthly redemption opportunities starting July 2026
• Early Redemption Payments: Range from $1,102.50 to $1,553.125 per security
• Initial Pricing Date: July 28, 2025
• Estimated Value: $900.20 per security (±$50.20)

Key risks include: no interest payments, early redemption risk, limited appreciation potential, and credit risk of Morgan Stanley. The securities feature a complex structure with 48 potential early redemption dates and payments that increase over time. The underlying index is relatively new (established March 2022) and includes a 4% annual decrement feature that may impact performance.

Morgan Stanley Finance has announced Worst-of Dual Directional Buffered PLUS securities linked to INDU, NDX, and RTY indices, maturing August 1, 2030. Key features include:

• Leverage factor of 134% to 149% on positive index performance
• Buffer amount of 20% protecting against initial market decline
• 100% absolute return participation rate for negative performance up to buffer
• Maximum loss capped at 80% of initial investment
• Estimated value of $917.50 per security

Payment at maturity will be based on the worst-performing underlier. The securities offer leveraged upside potential and partial downside protection, but involve significant risks including credit risk, no interest payments, and limited secondary market liquidity. Notable is exposure to small-cap risk through RTY index inclusion. The structure provides asymmetric returns, with enhanced upside through leverage and partial downside protection through the buffer.