Morgan Stanley SEC Filings

The company, whose common stock trades on Nasdaq as “IRD,” filed a prospectus supplement on 26 June 2025 to amend its at-the-market (ATM) equity program originally established on 13 Jan 2025. Under the existing shelf registration, up to $40 million of common stock was available; however, because the issuer’s public float is now $52.1 million, it is subject to Form S-3 General Instruction I.B.6, which caps primary offerings to one-third of public float within any 12-month period. As a result, the maximum that can currently be sold through Leerink Partners LLC is $17,356,082.

To date, only $0.4 million has been sold under the Sales Agreement, leaving full capacity under the new $17.4 million limit. The company may increase or decrease the amount it is permitted to sell if its public float changes, and the I.B.6 limitation will terminate once float exceeds $75 million. Shares last traded at $0.92 on 24 June 2025, implying potential issuance of roughly 18–19 million new shares should the entire capacity be utilized.

Investors should weigh the funding flexibility afforded by the ATM against the dilution risk inherent in sizeable open-market equity sales, particularly given the low share price and the company’s small-cap status.

Morgan Stanley Finance LLC has filed a prospectus supplement for Market-Linked Notes due June 23, 2028, based on the performance of the BlackRock Adaptive U.S. Equity 5% Index. The notes, fully guaranteed by Morgan Stanley, offer the following key features:

• Principal amount of $1,000 per note with estimated value of $956.90
• 230.75% participation rate in the index's positive performance
• Principal protection if the index declines
• No periodic interest payments

At maturity, investors receive the principal amount plus 230.75% of any positive index performance. If the index declines, investors receive only the principal amount. Key risks include credit risk of Morgan Stanley, limited secondary market liquidity, and returns dependent solely on the observation date's closing level. The notes are unsecured obligations and not FDIC insured.

Morgan Stanley Finance LLC is offering Fixed Income Buffered Auto-Callable Securities due 1 July 2030 linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index. Each $1,000 note pays a fixed 7.10% annual coupon (accruing monthly) until the earlier of automatic redemption or maturity.

Automatic early redemption: Beginning with the first determination date on 26 June 2026 and monthly thereafter, if the index closes at or above 100 % of the initial level (the call threshold), the note is redeemed at par plus the current coupon. Once called, no further payments accrue.

Principal repayment at maturity: • If not called and the final index level is ≥ 85 % of the initial level (15 % buffer), investors receive par plus the final coupon. • If the final level is < 85 %, repayment equals par × (index performance + 15 %), subject to a minimum of 15 % of par. Investors therefore bear a dollar-for-dollar loss beyond the 15 % buffer and could lose up to 85 % of principal.

Key structural points:

• Issuer/Guarantor: Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley; payments are unsecured and subject to Morgan Stanley credit risk.
• Issue price: $1,000; estimated value on pricing date: ≈ $919 (± $40) due to embedded costs and MS’s internal funding rate.
• Liquidity: Notes will not be listed; secondary market making, if any, will be by MS & Co. and may reflect significant bid-offer spreads.
• Investor profile: Seeks enhanced fixed coupon and limited downside buffer, is willing to forgo index upside and accept significant principal risk and issuer credit exposure.

Royal Bank of Canada (RBC) is marketing three series of Trigger Autocallable Contingent Yield Notes (senior unsecured) maturing on or about June 30, 2028. Each $10-denominated note is linked to a single U.S. equity: General Electric (GE), Alphabet Class A (GOOGL) or Lockheed Martin (LMT). Investors may purchase one or more series, with a $1,000 minimum.

Income profile. Notes pay a quarterly contingent coupon only when the closing stock price on the relevant observation date is at or above the Coupon Barrier (equal to the Downside Threshold). Indicative coupons are 10.00% p.a. for the GE and GOOGL series and 8.00% p.a. for the LMT series; actual rates are fixed on the June 27 2025 trade date.

Autocall feature. Beginning six months after issuance, the notes are automatically redeemed at par plus the quarterly coupon if the underlying closes at or above its Initial Value on any Call Observation Date (quarterly). Early redemption limits total return but mitigates downside risk.

Principal at risk. If not called, redemption value at maturity depends on the Final Underlying Value:

• At/above Downside Threshold (60.25%–73.00% of Initial Value, set per series): principal plus final coupon.
• Below Downside Threshold: repayment equals $10 × (1 + Underlying Return). Investors lose principal on a one-for-one basis with the underlying’s decline, up to 100%.

Pricing and distribution. Public offer price is $10.00 per note; UBS Financial Services acts as dealer, earning a $0.20 commission. RBC’s initial estimated value is $9.20–$9.70, reflecting hedging costs, dealer markdown and a lower internal funding rate. Notes will not be exchange-listed and secondary liquidity is expected to be limited.

Key risks called out by RBC. (1) Potential loss of up to 100% of principal; (2) no coupon if the stock closes below the barrier; (3) credit risk of RBC; (4) higher coupon implies higher risk; (5) uncertain U.S. tax treatment; (6) Canadian bail-in regime may apply; (7) market value likely to fall below issue price due to fees and wide bid-ask spreads.

Timeline. Trade Date — 27 Jun 2025; Settlement — 30 Jun 2025; first call opportunity — 29 Dec 2025 (settlement 31 Dec 2025); Final Valuation — 27 Jun 2028; Maturity — 30 Jun 2028. There are twelve scheduled coupon/call observation dates.

Investor suitability. RBC highlights that the notes may suit investors who (i) can tolerate full downside exposure, (ii) expect the underlying stocks to remain mostly above the barrier levels, (iii) are willing to forgo dividends and accept limited return potential, and (iv) understand the credit and liquidity risks of unrated structured notes.

Morgan Stanley Finance LLC is offering unsecured, unlisted Market-Linked Securities that mature on 23 June 2028 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the lowest-performing of Apple (AAPL), Eli Lilly (LLY) and Amazon (AMZN) common stock.

Key mechanics

• Issue price: $1,000; estimated value: $948.40 (reflects structuring & hedging costs).
• Automatic call: If on 23 June 2026 the lowest-performing stock closes ≥ its starting price, the note is redeemed for $1,510 (51% premium); no further upside thereafter.
• Maturity payoff (if not called)
  • Upside: 200% participation on any positive performance of the lowest-performing stock.
  • Contingent absolute return: If the worst stock is ≤ start but ≥ 70% of start, investors receive face plus a positive return equal to the stock’s decline (capped at 30%).
  • Downside: If the worst stock ends < 70% of start, investors lose 1% of principal for each 1% decline; loss can exceed 30% and reach 100%.

Risk & cost highlights

• No periodic interest; principal at risk; payments depend solely on the worst-performing stock.
• Credit exposure to MSFL/Morgan Stanley; note is unsecured and not FDIC-insured.
• Secondary market likely illiquid; not exchange-listed.
• Up-front selling commission up to 2.475%; proceeds to issuer $975.25 per $1,000.

These securities suit investors seeking enhanced upside and a 51% early-call premium, willing to accept credit risk, market concentration in three large-cap equities, and the possibility of significant or total principal loss.

Offering overview: Morgan Stanley Finance LLC is issuing $1,000-denominated, three-year Market-Linked Securities – Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk that reference the lowest performing of Meta Platforms (META), Goldman Sachs (GS) and Exxon Mobil (XOM). The notes are senior, unsecured obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley.

Income mechanics: Investors are eligible for a 20.00% p.a. contingent coupon (≈ 5.00% quarterly) only if, on each quarterly calculation day, all three stocks close at or above 70 % of their respective starting prices (the “coupon threshold”). Missing the threshold for any stock in any quarter results in zero coupon for that period; coupons do not accrue.

Auto-call feature: Beginning in December 2025 (after a six-month non-call period), the notes are automatically redeemed at par plus the applicable coupon if, on any calculation day (other than the final one), each stock closes at or above its initial level. Early redemption shortens reinvestment risk but also caps the maximum return at the paid coupons.

Principal repayment scenarios at maturity (23 Jun 2028):

• If the notes have not been called and every stock finishes ≥ 70 % of its start price (“downside threshold”), holders receive 100 % of principal plus the final coupon.
• If any stock closes <70 % of its start price, principal is reduced on a 1-for-1 basis with the worst performer, exposing investors to losses greater than 30 % and up to 100 %.

Key initial reference levels: META $697.23 (CT/DST $488.061); GS $624.64 (CT/DST $437.248); XOM $114.00 (CT/DST $79.80).

Pricing economics: Issue price $1,000; estimated value $964 (3.6 % discount reflects structuring and hedging costs and MS internal funding rate). Selling concessions up to $23.25 per note; additional dealer allowances up to $2.

Risk considerations: 1) Principal at risk—any single-name drawdown >30 % on final observation erodes principal dollar-for-dollar. 2) Coupon uncertainty—three underlyings increase the probability of missing thresholds; investors may receive no income over the entire term. 3) Credit risk—payments rely on Morgan Stanley’s ability to perform. 4) Liquidity—no listing; secondary market, if any, likely at a significant discount, especially within the first three months when dealer bid is higher than model value but still below par. 5) No upside participation—positive performance above par is capped at received coupons. 6) Tax complexity—treated as a contingent-income contract; IRS could view differently, creating adverse consequences; 30 % withholding on coupons for non-US holders.

Investor profile: Suitable only for investors who 1) can tolerate equity-like downside and issuer credit risk, 2) are comfortable with potentially limited liquidity, 3) desire high contingent income and a 30 % buffer in exchange for foregoing dividends and unlimited upside, and 4) understand multi-asset auto-call mechanics.

Morgan Stanley Finance LLC is offering up to $4.745 million of Market-Linked Securities that are auto-callable, carry a 20.50% p.a. contingent coupon with a “memory” feature, and are linked to Palantir Technologies Inc. (PLTR) Class A shares. The notes mature on 23 June 2026 and are fully and unconditionally guaranteed by Morgan Stanley.

Coupon mechanics: A monthly coupon equal to ($1,000 × 20.50% / 12) is paid only when the PLTR closing price on the relevant calculation day is at least the coupon-threshold price of $82.92 (60% of the $138.20 starting price). Missed coupons are “made-up” if a later observation meets the threshold.

Auto-call feature: Beginning in December 2025, the notes are automatically redeemed at par plus any due coupons if PLTR closes at or above the starting price of $138.20 on any monthly observation date. Early call caps the maximum return at the coupons received.

Principal risk: If not called, investors receive $1,000 at maturity only if the ending price is at least the downside-threshold price of $69.10 (50% of the start). Otherwise, redemption equals $1,000 × (ending price / starting price), exposing investors to a 1-for-1 loss below the 50% barrier and potentially the entire principal.

Pricing & distribution: Issue price $1,000; estimated value $964.70 (≈3.5% below issue); dealer commission up to $15.75 per note; proceeds to issuer $984.25. CUSIP 61778KL54. The notes are unsecured, unsubordinated, unlisted and subject to Morgan Stanley credit risk.

The product targets yield-seeking investors willing to accept credit risk, equity risk and limited upside in exchange for a high contingent coupon.

Sprinklr, Inc. (CXM) – Form 4 insider filing dated 18 June 2025

Chief Accounting Officer Marlise Ricci disclosed a mandatory “sell-to-cover” transaction related to the vesting of restricted stock units.

• Transaction date: 16 June 2025
• Shares sold: 18,706 Class A common shares
• Weighted-average price: $8.17 (individual trades ranged from $7.99 to $8.25)
• Purpose: Satisfy statutory tax-withholding obligations; sale was not discretionary
• Remaining direct ownership: 279,104 shares, which includes 2,782 shares acquired via the employee stock purchase plan on 13 June 2025

No derivative securities were involved and there were no additional transactions reported. The officer continues to hold a material equity position, indicating ongoing alignment with shareholders. Given the small size and non-discretionary nature of the sale, the filing is considered neutral in investment impact.

Morgan Stanley Finance LLC (Series A GMTN Program) is issuing $3.254 million of Buffered Jump Securities with an Auto-Callable Feature maturing 22 March 2028. The unsecured notes are fully and unconditionally guaranteed by Morgan Stanley and are linked to the worst-performing of two sector ETFs: the VanEck Gold Miners ETF (GDX) and the SPDR S&P Metals & Mining ETF (XME).

Key economics

• Issue price: $1,000; estimated value on the pricing date: $957.30 (≈4.3% issuer discount).
• Sales commission: $32.50 per security (3.25%).
• Aggregate principal issued: $3.254 million.
• No periodic coupons; investors rely solely on redemption features.

Auto-call profile

• First observation: 17 Dec 2025; thereafter monthly until Feb 2028 (27 observation dates).
• If on any observation (other than final) both ETFs close ≥85% of their initial levels (“call threshold”), the notes are automatically redeemed at a price that compounds to ≈8.25% simple annualised return (e.g., $1,041.25 at observation #1 rising to $1,220.00 at observation #27).
• Once called, no further payments are made.

Payment at maturity (if not called)

• If the final level of each ETF ≥ 85% of its initial level (the 15% buffer), investors receive a fixed $1,226.875 (≈22.7% total return, identical to the final auto-call payout).
• If either ETF ends below its buffer, repayment = $1,000 × (worst-performer performance factor + 15%). Loss is therefore 1-for-1 beyond the 15% buffer, subject to a minimum $150 (15% of principal).

Risk / structural considerations

• Principal at risk; no participation above the fixed payouts.
• “Worst-of” design materially increases downside probability versus single-underlier structures.
• Credit exposure to Morgan Stanley; MSFL is a finance subsidiary with no independent operations.
• Liquidity risk: the notes will not be listed; secondary market making is discretionary by MS & Co.
• Estimated value is below issue price due to embedded fees, hedging and an internal funding rate advantageous to the issuer.

Suitable only for investors comfortable with (1) sector-concentrated equity risk in metals & mining and precious-metal miners, (2) limited upside, (3) potential loss of principal beyond 15%, and (4) unsecured exposure to Morgan Stanley’s credit.