Welcome to our dedicated page for Morgan Stanley SEC filings (Ticker: MS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Morgan Stanley Finance LLC is marketing Contingent Income Memory Auto-Callable Securities (Series A) linked to the Class A common stock of Hims & Hers Health, Inc. ("HIMS"). The two-year notes are unsecured, senior obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley. They combine a high contingent coupon with principal-at-risk and an automatic early-call feature.
Key economic terms include a $1,000 denomination, pricing on 17 Jul 2025, issuance on 22 Jul 2025 and maturity on 29 Jul 2026 (if not called earlier). Investors may receive a contingent coupon of 42.25% per annum (≈ 10.56% quarterly) on each coupon payment date only when the closing price of HIMS is at or above the Coupon Barrier = $28.734 (60 % of initial). Missed coupons “memory” and are paid later if a subsequent observation meets the barrier.
An Automatic Early Redemption can occur on the first redemption determination date (24 Apr 2026) if HIMS closes at or above the Call Threshold = $47.89 (100 % of initial). In that event, holders receive par plus any due coupons and the investment terminates. If the notes run to maturity and the Final Level is at or above the Downside Threshold = $28.734 (60 %), investors recover full principal (plus applicable coupons). If the Final Level is below the threshold, repayment equals par × ( Final / Initial ), creating 1 % loss of principal for every 1 % decline, with a potential total loss.
The preliminary estimate of value is $968.60 per $1,000 note, reflecting issuance, structuring and hedging costs and an internal funding rate advantageous to Morgan Stanley. Selling concessions are capped at $10 per note. The securities will not be listed; secondary market liquidity depends solely on Morgan Stanley & Co., which may discontinue market-making at any time. All payments are subject to Morgan Stanley’s credit risk.
Risk highlights: (1) principal is not protected; (2) coupons are conditional and may never be paid; (3) early redemption could curtail high-coupon income; (4) the market price may be volatile and trade below estimated value; (5) investors face both issuer credit risk and concentrated exposure to a single mid-cap health-tech equity known for elevated volatility. Prospective buyers should weigh the 42.25 % coupon opportunity against the possibility of losing most or all invested capital and the potential absence of liquidity before maturity.
Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities due July 22, 2030, linked to the performance of the S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4).
Key structural terms
- Issue price and principal amount: $1,000 per security.
- Contingent coupon: 17.50% per annum, payable only if the index closes at or above the 70% coupon barrier on each observation date.
- Call feature: beginning January 20, 2026, the notes are automatically redeemed if the index closes at or above the 100% call threshold on any monthly determination date; investors then receive par plus the coupon for that period.
- Principal repayment: at maturity, if not called, investors receive par only if the index is at or above the 50% downside threshold; otherwise they lose 1% of principal for every 1% decline in the index, potentially up to 100% loss.
- Estimated value on the pricing date: approximately $933.60 per note, reflecting distribution and hedging costs.
- Credit: unsecured obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley; subject to issuer credit risk.
- Liquidity: no exchange listing; secondary market, if any, will be made by MS & Co. on a best-efforts basis.
Underlying index characteristics
- Rules-based strategy using intraday rebalancing of E-Mini S&P 500 futures with a 40% target volatility and up to 400% leverage.
- A 4% annual decrement is deducted daily, causing systematic under-performance versus the unadjusted futures index.
- Index inception: August 30, 2024; all earlier data are hypothetical back-tests.
- Latest published level (July 9, 2025): 2,592.36.
Investor profile
- Suitable for investors seeking high conditional income and potential early redemption in a flat or modestly rising equity environment.
- Must be willing to accept principal risk, coupon deferral risk, issuer credit risk, and limited liquidity.
Material risks highlighted
- No guaranteed principal; investors bear full downside below the 50% threshold.
- Coupons are contingent and may be zero for the entire 5-year term.
- Early redemption risk could force reinvestment at lower rates.
- Index risks: limited live history, leverage, daily decrement and complex methodology.
- Secondary market price expected to be below issue price due to embedded costs.
- Uncertain U.S. tax treatment; potential 30% withholding on coupons for non-U.S. holders.
All payments depend on the creditworthiness of Morgan Stanley. The securities are being sold exclusively through fee-based advisory accounts with no sales commission.
Morgan Stanley Finance LLC (MSFL) is marketing $10,045,950 of 2-year Trigger Autocallable Notes linked to the S&P 500 Index (SPX). The notes are unsecured, unsubordinated obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley (NYSE: MS).
Key economic terms
- Issue price: $10.00 per note; minimum purchase 100 notes.
- Estimated value on the trade date: $9.803 (2.0% below issue price, reflects structuring and hedging costs).
- Trade/settlement dates: 10 Jul 2025 / 14 Jul 2025.
- Maturity: 14 Jul 2027, unless automatically called earlier.
- Underlying: S&P 500 Index; Initial Level 6,280.46.
- Automatic call: Quarterly, starting 12 Jan 2026. If the SPX closing level on any observation date is ≥ Initial Level, the note is redeemed for principal plus a Call Return that compounds at 9.10% p.a. (4.55% first call, rising to 18.20% at final date).
- Downside Threshold: 5,024.37 (80 % of Initial Level) observed only on the final date.
- Payout at maturity (if not called):
- If Final Level ≥ Initial Level → same treatment as automatic call (principal + 18.20% fixed return).
- If Final Level < Initial Level but ≥ Threshold → return of principal only.
- If Final Level < Threshold → principal loss one-for-one with index decline; up to 100% loss possible.
- No periodic coupons, no participation above fixed Call Returns.
Risk profile
- Principal at risk; no protection below the 20 % buffer.
- Credit exposure to MSFL/Morgan Stanley; structure is not FDIC-insured and will not be listed on an exchange.
- Liquidity depends on Morgan Stanley & Co. making a market; secondary price expected to be below the estimated value, especially during the first five months.
- Early redemption risk limits upside: investors may need to reinvest at lower rates if the notes are called quickly.
- Complex U.S. tax treatment; IRS could challenge the “open transaction” characterization.
Use of proceeds: General corporate purposes; the dealer (UBS FS) earns a fixed $0.15 sales concession per note. Morgan Stanley affiliates will hedge exposure through SPX-related instruments, which may affect index levels.
Suitability: Targeted at investors who (1) expect the S&P 500 will stay flat-to-moderately positive over two years, (2) can tolerate full principal loss, (3) are comfortable with limited upside and early-call uncertainty, and (4) seek a defined return profile rather than direct equity exposure.
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