Morgan Stanley SEC Filings

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing SPXF40D4 Step-Down Jump Securities maturing 22 July 2030. The $1,000-denominated notes are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index and feature quarterly automatic call opportunities beginning 20 July 2026. Call thresholds step down from 100 % to 62.5 % of the initial index level and, if triggered, pay $1,150–$1,712.50 per note, ending the investment early.

• Fixed payoff at maturity: If not called and the index closes at or above 60 % of its initial level on 17 July 2030, investors receive $1,750 (a 75 % gain).
• Downside risk: If the index closes below 50 % of its initial level, repayment falls point-for-point, potentially to $0.
• No coupons or principal protection: the notes are unsecured obligations of the issuer.
• Estimated value: $911.10, materially below issue price, reflecting structuring and hedging costs.
• Liquidity & credit: unlisted, subject to Morgan Stanley credit, and secondary trading may be limited.
• Underlier risk: the decrement index began 30 Aug 2024, employs leverage and a 4 % annual deduction, and lacks a long performance record.

Morgan Stanley Finance LLC is offering Jump Securities with an Auto-Callable Feature maturing 23 July 2030 and linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (Bloomberg: SPXF40D4). The notes are principal-at-risk, unsecured and unlisted, and are fully and unconditionally guaranteed by Morgan Stanley.

Key economic terms

• Issue price / face amount: $1,000 per note
• Estimated value on pricing date: ≈ $898.50 (reflects distributor fees, hedging and funding adjustments)
• Strike & pricing date: 18 July 2025  |  Issue date: 23 July 2025
• Auto-call schedule: 48 monthly determination dates starting 27 July 2026. If the underlier closes at or above the call threshold (100 % of initial), the note is redeemed early for the amount shown in the table (≈ 20 % p.a. stepped).
• Maturity payment (if not called):
  • Underlier ≥ Upside threshold (80 %): fixed redemption $2,000 (≈ 15 % p.a.)
  • Underlier ≥ Downside threshold (60 %) but < 80 %: principal returned ($1,000)
  • Underlier < 60 %: principal lost 1-for-1 with index decline (payment = $1,000 × underlier performance)
• No coupon; investors do not participate in any index gains beyond the fixed payout.
• CUSIP / ISIN: 61778NKG5 / US61778NKG50

Reference index highlights

• Launched 30 Aug 2024; limited live history—pre-2024 values are back-tested.
• Rules-based strategy targeting 40 % volatility with leverage up to 4× and daily rebalancing.
• A 4 % per-annum decrement is deducted daily, causing systematic under-performance versus the standard S&P 500 Futures index.
• Closing level on 9 Jul 2025: 2,592.36.

Main risks disclosed

• No principal protection; payment can be zero if index falls > 40 %.
• Limited upside (fixed early-call / maturity amounts) and no participation in further appreciation.
• Liquidity risk: notes are unlisted; any secondary market depends on MS&Co acting as dealer.
• Credit risk of Morgan Stanley/MSFL; securities are senior unsecured obligations.
• Complex, newly created index with leverage & decrement feature may amplify losses.
• Issue price embeds sales commissions; secondary value expected to be below $1,000 at pricing.

Suitability: targeted at investors willing to assume issuer credit risk, complex index risk and potential loss of entire principal in exchange for the possibility of 20 % p.a. auto-call returns or a capped 100 % upside at maturity.

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).