Morgan Stanley filings document the company’s financial services business, capital structure, governance and material events. The record includes 8-K reports for current events, proxy materials for annual meeting and shareholder voting matters, and securities listings covering common stock, depositary preferred shares and medium-term notes associated with Morgan Stanley Finance LLC.
Filings also disclose governance procedures, registered security classes, NYSE listing information, preferred stock series, debt-security registration matters and formal status changes such as a Form 25 notice for removal of a listed note class from exchange registration.
Morgan Stanley Finance LLC is offering Jump Securities with an Auto-Callable feature maturing 15 July 2027, linked to the performance of the S&P 500 Index and fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and is issued under the Series A Global Medium-Term Notes programme.
Key economic terms
- Strike/Pricing date: 11 July 2025 | Issue date: 16 July 2025 | Maturity: 15 July 2027 (≈ 2 years).
- Initial Level: Closing level of the S&P 500 on the strike date (to be set on 11 July 2025).
- Call Threshold (First Determination Date – 24 July 2026): 100 % of the Initial Level. If met or exceeded, the note is automatically redeemed on 29 July 2026 for $1,100 (10 % return); no further payments accrue.
- Participation rate: ≥ 165 % on upside at maturity if not auto-called (precise rate fixed on pricing date).
- Downside Threshold: 80 % of Initial Level. Final level < 80 % results in 1 % loss of principal for each 1 % decline (payment can be zero).
- Listing: Unlisted; secondary trading, if any, will be solely through MS & Co.
- Estimated value: ≈ $978.80 per $1,000 note on the pricing date, reflecting upfront costs and an internal funding rate advantageous to the issuer.
- Fees: Placement agents receive up to $15 per note (1.5 %).
Investor profile & risk/return trade-off
- Suited for investors seeking enhanced equity participation (165 %) with limited upside cap (auto-call at 10 %) and willing to risk principal beyond a 20 % market drop.
- No periodic coupons; return derived solely from early redemption or final payment.
- Credit risk: payments depend on MSFL/Morgan Stanley creditworthiness; the notes are unsecured and unsubordinated.
- Liquidity risk: no exchange listing; MS & Co. may discontinue market-making at any time.
- Valuation risk: secondary prices likely below issue price due to dealer spreads and inclusion of issuance costs.
Tax considerations
Issuer counsel (Davis Polk) expects the notes to be treated as prepaid financial contracts; treatment is not certain and could change. Section 871(m) withholding is not expected to apply, subject to IRS review.
Conflict of interest
MS & Co. is calculation agent and lead distributor; hedging and trading by affiliates may affect note value. Offering conducted under FINRA Rule 5121 (affiliate distribution).
Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley (ticker MS), is offering Jump Securities with an Auto-Callable Feature maturing 15 July 2027. The notes are unsecured, principal-at-risk obligations linked to the performance of the iShares® Core S&P Small-Cap ETF (IJR).
Key economic terms
- Issue price / face value: $1,000 per note; minimum investment $10,000 (10 notes).
- Estimated value at pricing: ≈ $968.20 (reflects distribution & hedging costs and an internal funding rate advantageous to the issuer).
- Strike & pricing date: 11 July 2025; maturity: 15 July 2027 (≈ 2 years).
- Auto-call feature: On the first and only determination date (24 July 2026), if IJR closes ≥ 100 % of the initial level, the notes are automatically redeemed for $1,100 (10 % return in ~1 year); no further upside thereafter.
- Upside participation if NOT called: at least 235 % of the ETF’s positive return at maturity (stated principal × participation rate × percent change).
- Protection barrier: 20 % downside buffer; if final level ≥ 80 % of initial, holder receives par; if final level < 80 %, loss is 1 : 1 with ETF decline (payment can fall to $0).
- Liquidity: No exchange listing; Morgan Stanley & Co. may provide a secondary market but is not obliged to do so.
Risk highlights
- Principal risk: no principal guarantee; investors exposed to full downside beyond 20 % buffer.
- Credit risk: repayment depends on Morgan Stanley’s ability to pay.
- Early redemption risk: auto-call caps upside to 10 % if triggered.
- Valuation & fee drag: issue price exceeds estimated economic value by ≈ 3.2 %; secondary prices likely to be lower.
- Limited liquidity and potential wide bid/ask spreads.
- Tax treatment uncertain; possible application of Section 1260 constructive-ownership rules; investors should consult tax advisers.
Investor profile: suitable only for investors seeking enhanced, leveraged exposure to small-cap equities, willing to accept credit risk and potential total loss of principal, and comfortable with limited liquidity and complex tax treatment.
Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is marketing Market-Linked, Auto-Callable Contingent Coupon Securities tied to Apple Inc. common stock (CUSIP 61778NJD4). Each $1,000 security may pay a quarterly coupon of >=10.85% p.a., but only when Apple’s closing price on the relevant calculation day is at least 80% of the initial price (the coupon threshold).
Beginning January 2026, the notes are automatically called at face value plus the current coupon if Apple closes at or above the starting price on any quarterly calculation day. If not called, principal is protected only down to the same 80% downside threshold; below that level investors are fully exposed to Apple’s negative return at maturity (January 26 2027). Investors do not participate in any upside on the stock beyond coupon payments.
The estimated value on the pricing date will be about $965.80 per $1,000 note, reflecting issuance, structuring and hedging costs. The securities will not be listed, may trade at a discount, and all payments are subject to Morgan Stanley’s credit risk. Dealers may earn up to $20.75 per note in commissions, with additional concessions of up to $15.00.
Key risks include loss of more than 20% (and potentially all) of principal, limited secondary liquidity, dependence on single-day observations for coupons, and tax uncertainty. The notes are complex, principal-at-risk products intended only for investors who understand the structure and underlying risks.
Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to the worst performer among Apple (AAPL), JPMorgan Chase (JPM) and Walmart (WMT). The $1,000-denominated notes mature on 21 July 2028 and are fully and unconditionally guaranteed by Morgan Stanley, but remain senior unsecured obligations subject to issuer credit risk.
Key terms
- Contingent coupon: 13.25% p.a. (30/360 basis), payable quarterly only if the closing price of each stock is ≥ 80% of its initial level on the relevant observation date. Missed coupons “memory” forward and are paid at the next date that all three stocks meet the barrier.
- Auto-call feature: Beginning 20 July 2026 and quarterly thereafter, the notes are automatically redeemed at par plus the coupon (and any deferred coupons) if each stock closes ≥ 100% of its initial level.
- Principal at risk: If not auto-called, principal is protected only if every final stock level is ≥ 60% of its initial level. Otherwise, repayment equals par multiplied by the worst performer’s percentage return, exposing investors to up to 100% loss.
- Estimated value: ~ $971.40 (97.14% of issue price), reflecting structuring & hedging costs and an internal funding rate advantageous to the issuer.
- Secondary market/liquidity: The notes will not be listed; Morgan Stanley & Co. may provide a market but is not obligated to do so.
- Fees & conflicts: Sold only to fee-based advisory accounts; MS &Co. will not receive a sales commission but expects to profit from sale, structuring and hedging. FINRA Rule 5121 applies.
Investor profile: Suited to investors who 1) seek high contingent income, 2) believe none of the three stocks will fall ≥ 40% at maturity, and 3) are comfortable with credit risk, complex payoff mechanics, limited liquidity and potential 100% loss of principal.