Morgan Stanley SEC Filings

Morgan Stanley Finance has announced Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), due August 1, 2030. Key features include:

• Contingent Coupon Rate: 9.00% to 10.00% 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 against losses (85% maximum loss)
• Coupon Barrier: 60% of initial level

The securities, priced at an estimated value of $898.00 per unit, offer conditional monthly income with partial principal protection. Key risks include early redemption risk, credit risk of Morgan Stanley, and the limited upside potential as investors won't participate in index appreciation. The underlier's 4% decrement feature and limited operating history (established March 2022) present additional investment considerations.

Morgan Stanley (NYSE: MS) filed a routine 424B2 prospectus supplement for the issuance of $998,000 in Dual Directional Buffered Participation Securities due June 28, 2030, fully and unconditionally guaranteed by Morgan Stanley.

The notes are principal-at-risk, pay no periodic interest, and are linked to the S&P 500 Index. At maturity investors may receive: (i) up to 154.50% of principal if the index rises, capped at a $1,545 maximum payment per $1,000 note; (ii) up to a 20% positive return if the index falls up to 20%; or (iii) a dollar-for-dollar loss beyond a 20% buffer, subject to a $200 minimum payment. The estimated value on the pricing date is $948.80 per note, reflecting upfront selling and hedging costs and an internal funding rate that favors the issuer. MS&Co. will receive a fixed $40 sales commission per security and may make a secondary market but is not obligated to do so.

The total size of the offering is immaterial to Morgan Stanley’s balance sheet and no new financial results, strategic changes, or risk factors specific to the firm were disclosed. Accordingly, the filing is considered a standard shelf-registered structured note issuance rather than a material corporate event.

Morgan Stanley Finance has issued $3.8M in Buffered Performance Leveraged Upside Securities (Buffered PLUS) due June 30, 2027, linked to the worst-performing of the Dow Jones Industrial Average and S&P 500 Index. The securities are fully guaranteed by Morgan Stanley.

Key features include:

• Issue price: $1,000 per security with estimated value of $968.90
• 150% leverage factor on upside performance, capped at maximum payment of 120.58% of principal
• 15% downside buffer - principal protected against first 15% decline
• Below buffer level, investors lose 1% for every 1% decline in worst-performing index
• No periodic interest payments

The securities involve significant risks including potential loss of principal, limited upside due to the cap, and exposure to the worst-performing of two indices. Payment at maturity depends solely on the performance of the worst-performing underlying index on the observation date of June 25, 2027.

Morgan Stanley Finance has issued $100,000 in Contingent Income Memory Buffered Auto-Callable Securities due June 28, 2030, linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index. Key features include:

• Contingent Coupon: 9.50% annual rate, paid only if the index closes at or above 60% of initial level (1,409.904)
• Auto-Call Feature: Securities automatically redeem if index closes at or above initial level (2,349.84) on any redemption date starting June 25, 2026
• Principal Protection: 85% buffer level (1,997.364); losses begin below this threshold
• Pricing: $1,000 per security with estimated value of $904.30

The securities are unsecured obligations of Morgan Stanley Finance, fully guaranteed by Morgan Stanley. Investors face potential loss of principal if the index falls below buffer level, with minimum payment at maturity of 15% of principal. The offering includes memory feature for unpaid coupons and no participation in index appreciation.

Morgan Stanley Finance has issued Contingent Income Auto-Callable Securities tied to UnitedHealth Group stock, due July 7, 2028. These structured notes offer a potential 15.50% annual contingent coupon payable if UnitedHealth's stock closes at or above the 70% coupon barrier level on observation dates.

Key features include:

• Automatic early redemption if stock closes at or above initial level on redemption dates
• Principal protection at maturity if stock stays above 70% of initial level
• Principal at risk with 1:1 downside exposure if stock falls below 70% threshold
• Estimated value of $955.40 per $1,000 security

The securities are unsecured obligations of Morgan Stanley Finance, guaranteed by Morgan Stanley. Investors face full principal risk and may receive no coupons if the stock performs poorly. The first possible early redemption date is January 2, 2026.

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.