MORGAN STANLEY SEC Filings

Morgan Stanley Finance LLC (Series A GMTN) is offering $5.4 million of two-year, principal-at-risk Fixed-Income Auto-Callable Securities due 26 May 2027. The notes are unsecured obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley.

Key economic terms:

• Denomination: $1,000; aggregate issuance: $5.4 million.
• Underlying basket (worst-of): Goldman Sachs (GS), JPMorgan Chase (JPM) and Visa Class A (V).
• Fixed coupon: 9.00% p.a. paid monthly (30/360 basis) until an automatic call or maturity.
• Call Threshold (monthly from Nov-2025): 100 % of each share’s initial level (GS $593.46; JPM $261.04; V $358.30). If all three close ≥ threshold on any determination date, investors receive principal + current coupon and the note terminates.
• Downside Threshold: 60 % of initial level (GS $356.076; JPM $156.624; V $214.98). If the worst performer finishes below its threshold on the 21 May 2027 observation date, redemption value is principal × (final/initial of worst share), exposing holders to a dollar-for-dollar loss beyond the barrier.
  Example: 40 % drop in worst share ⇒ 40 % principal loss.
• Estimated value on pricing date: $966.90 (3.3 % below issue price) reflecting structuring/hedging costs and MS internal funding rate.
• Issue price: $1,000; dealer commission $29.60 (2.96 %); proceeds to issuer $970.40.
• No market listing; MS & Co. may provide secondary liquidity but is not obliged to do so.

Main risk / suitability profile: Investors receive a high fixed yield but face (1) full downside exposure to the worst-performing stock below the 40 % barrier, (2) reinvestment risk if the note is called early, (3) credit risk of Morgan Stanley, (4) valuation & liquidity risk (secondary prices likely below par), and (5) tax uncertainty—treated as a put option + deposit; portions of coupon may be subject to 30 % withholding for non-U.S. holders.

The structure does not participate in any upside of GS, JPM or V. Its performance is binary: stable-to-moderate equity markets deliver coupons and par repayment; a significant drawdown in any single name results in proportionate principal loss. This worst-of feature removes diversification benefits typically associated with multi-asset linkers.

Timeline: Pricing/strike 21 May 2025; first coupon 26 Jun 2025; first call test 21 Nov 2025; maturity 26 May 2027.

Given the modest size, the deal is not financially material to Morgan Stanley but provides fee income and supports its retail structured-product franchise.

Morgan Stanley Finance LLC (Series A Global MTN) is offering long-dated, unsecured Trigger Performance Leveraged Upside Securities (Trigger PLUS) linked to the Tokyo Stock Price Index (TOPIX). The notes mature on 30 July 2031 and are fully and unconditionally guaranteed by Morgan Stanley. Each Trigger PLUS has a $1,000 stated principal amount, carries no coupon and will not be listed on any exchange.

Key economic terms

• Maturity: 6 years (valuation date 25 July 2031; payment date 30 July 2031).
• Leverage factor: 218.30% of any positive index performance.
• Trigger level: 75 % of the initial TOPIX level; breach leads to 1 % loss of principal for each 1 % index decline.
• Estimated value on pricing date: ≈ $896.40 (about 10 % below issue price) due to embedded fees and internal funding rate.
• Commissions/fees: $30 sales commission + $5 structuring fee per note; net proceeds to issuer ≈ $965 per $1,000.
• CUSIP 61778NMP3; ISIN US61778NMP32.

Payout profile

• Upside: If final TOPIX > initial, investor receives $1,000 + 2.183 × (index % increase).
• Par: If final TOPIX ≤ initial but ≥ trigger, investor receives full principal ($1,000).
• Downside: If final TOPIX < trigger, repayment = $1,000 × (final/initial). Potential loss > 25 % up to 100 % of capital.

Risk highlights

• Principal at risk: no minimum redemption value; investors could lose entire investment.
• Credit risk: payments rely on MSFL/Morgan Stanley; notes are senior unsecured obligations.
• Liquidity: no exchange listing; MS & Co. may provide only limited, discretionary secondary market.
• Market factors: note price sensitive to TOPIX level & volatility, interest rates, time to maturity, MS credit spreads and dealer bid/offer.
• Valuation gap: secondary prices expected to be below par and may deviate from initial estimated value.
• Tax: U.S. federal treatment uncertain; issuer intends to treat as open transaction.

TOPIX reference data (11 Jul 2025): 2,823.24; 52-week high 2,929.17; 52-week low 2,227.15. Historical chart shows significant volatility since 2020, underscoring trigger-breach risk.

Investor profile: Suited only for bullish investors seeking leveraged exposure to Japanese equities, able to absorb full principal loss, and comfortable with holding to maturity.

Morgan Stanley Finance LLC is offering $1,000-denomination Variable Income Auto-Callable Notes maturing 1 August 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst-performing of four U.S. equities—Palantir (PLTR), lululemon (LULU), Tesla (TSLA) and Affirm (AFRM)—and combine a monthly variable coupon with an automatic early-redemption feature.

Coupon mechanics: each month investors receive either a higher coupon of 9.50% p.a. or a lower coupon of 0.25% p.a.. The higher coupon is paid only if the closing price of each underlier on the relevant observation date is at least 75 % of its strike-date price (the “coupon barrier”). If any single stock closes below its barrier, only the lower coupon is paid for that period.

Auto-call feature: starting 29 July 2026 and on 47 subsequent monthly determination dates, the notes are automatically redeemed at par plus the higher coupon if the closing price of every underlier is at least 85 % of its strike-date price (the “call threshold”). Once called, no further coupons accrue.

Principal repayment: if the notes are not auto-called, holders receive full principal at maturity on 1 August 2030, regardless of underlier performance, in addition to the coupon for the final period. Investors do not participate in any appreciation of the stocks.

Pricing & valuation: issue price is $1,000, but Morgan Stanley’s estimated value on the pricing date is roughly $940.90 (±$55), reflecting distribution fees, hedging costs and the issuer’s lower internal funding rate. The notes will not be listed, and MS & Co. is not obliged to make a secondary market.

Key risks highlighted by the issuer include:

• Receipt of the higher coupon depends on all four stocks staying above their respective barriers on each observation date.
• Auto-call can shorten the investment horizon, potentially forcing reinvestment at lower rates.
• Unsecured exposure to Morgan Stanley credit risk; deterioration in the issuer’s credit spreads can depress secondary-market prices.
• Illiquidity risk: notes are unlisted and secondary trading, if any, may be at significant discounts.
• Estimated value below issue price and dealer bid/offer spreads may weigh on resale value.

The instrument is positioned for investors seeking regular income with principal protection at maturity (subject to issuer credit) and who are willing to accept the risk of earning only minimal coupons if any of the four volatile technology/consumer-discretionary stocks weaken.

The prospectus supplement describes Trigger PLUS securities issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley that pay no interest and do not guarantee principal. Payout at maturity is determined solely by the worst performing underlier among the S&P 500, Nasdaq-100 and Dow Jones Industrial Average. If the worst performing underlier finishes above its initial level, investors receive principal plus 138% of that underlier's appreciation. If the worst performing underlier finishes at or above a downside threshold but not above the initial level, investors receive only principal. If the worst performing underlier finishes below the downside threshold, investors lose 1% of principal for each 1% decline in that underlier; there is no minimum payment. The securities are unsecured, subject to issuer credit risk, not exchange listed, may be illiquid, have uncertain U.S. federal tax treatment, and rely on Morgan Stanley affiliate MS&Co. as calculation agent.