MORGAN STANLEY (MS) SEC Filings, Jul 8, 2025

Morgan Stanley Finance LLC is offering $1,000-denominated Jump Securities with an Auto-Callable Feature that mature on 14 July 2028 and are fully and unconditionally guaranteed by Morgan Stanley. The securities are linked to the worst-performing of four healthcare equities: Vaxcyte (PCVX), McKesson (MCK), Regeneron (REGN) and Sanofi ADS (SNY).

Key mechanics

• Auto-call: Starting 14 July 2026 and monthly thereafter (24 observation dates), the notes are automatically redeemed at a pre-set cash amount (from $1,243 to $1,708.75) if every underlier closes ≥ 75 % of its initial level (the “call threshold”).
• Payment at maturity: • $1,729 (≈ 24.3 % p.a.) if every underlier ≥ call threshold • Return of principal if each underlier ≥ 60 % of initial but any is < 75 % • 1 % loss for each 1 % decline in the worst performer if any underlier < 60 % of its initial level. Principal can be lost in full.
• Estimated value: $874.10 (≈ 87.4 % of issue price) due to issuing, selling, structuring and hedging costs plus the use of an internal funding rate.
• Listing: none. Liquidity depends on Morgan Stanley & Co. acting as market maker.
• First call protection: Notes cannot be redeemed before the first observation date.

Risk highlights

• No periodic coupons; upside is capped at the fixed early-redemption or maturity amount.
• Principal-at-risk; performance tied to the worst underlier eliminates diversification benefits.
• Subject to Morgan Stanley credit risk; MSFL has no independent assets.
• Secondary market value likely below $1,000; bid/offer and credit-spread effects may be material.
• Complex tax treatment; intended to be treated as prepaid financial contracts, but IRS could disagree.

The securities target investors willing to accept full downside exposure to a basket of volatile healthcare stocks, zero interim income and issuer credit risk in exchange for a potential 24 %+ simple annualized return if the basket remains above predefined thresholds.

Morgan Stanley Finance LLC is offering Buffered Jump Securities with an Auto-Callable Feature maturing 4 May 2028. Each $1,000 note is unsecured, carries no periodic interest and is fully and unconditionally guaranteed by Morgan Stanley. The return profile is linked to the worst performer of two metals-related ETFs—the VanEck® Gold Miners ETF (GDX) and the SPDR® S&P® Metals & Mining ETF (XME).

Key economic terms

• Issue price: $1,000; estimated value on the pricing date: ≈ $954.20 (about 4.6% below issue price).
• Auto-call observation schedule: 27 monthly determination dates starting 29 Jan 2026; first possible redemption occurs the same month.
• Call threshold: 86.50% of each ETF’s initial level. If both ETFs close at or above this level on any observation date (other than final), the notes are redeemed for the amount shown in the schedule—equivalent to ~8.0% simple annualised return, rising from $1,040 on the first call date to $1,213.33 on the 27th.
• Final payoff (if not called): • $1,220 (22% total, ≈8% p.a.) if both ETFs are ≥ call threshold on 1 May 2028. • Return of principal if at least one ETF is < call threshold but both are ≥ buffer (85% of initial level). • Principal loss beyond a 15% buffer if either ETF breaches its buffer, calculated as $1,000 × (performance factor + 15%). Minimum maturity payment: $150 (15% of principal).
• Underlying closing levels on 7 Jul 2025: GDX $53.17; XME $69.17.
• Not listed; MS & Co. may act as market maker but is not obliged to do so.

Risk highlights

• Principal at risk down to 15% of par; no coupon income.
• Exposure to the worst performing ETF eliminates diversification benefits.
• Sector concentration: performance tied to metals & mining and precious-metal prices, which are historically volatile.
• Liquidity: no exchange listing; secondary price likely below issue price and influenced by Morgan Stanley credit spreads.
• Estimated value uses MS internal funding rate, not market rate, making economic terms less favourable to investors.
• Credit risk: payment depends on Morgan Stanley’s ability to pay.

These structured notes suit investors seeking a defined-return profile with limited upside and who can tolerate sector concentration, early-call uncertainty, illiquidity and material downside risk.

Morgan Stanley Finance LLC is offering Market-Linked Securities that are Auto-Callable with 200% leveraged upside and contingent downside principal at risk. The notes are linked to the lowest performing of two underlying stocks – Alphabet Inc. Class A (GOOGL) and Target Corp. (TGT) – and are fully and unconditionally guaranteed by Morgan Stanley.

• Face amount: $1,000 per security; denominations of $1,000 and integral multiples.
• Pricing date: July 18 2025  |  Issue date: July 23 2025.
• Automatic call: If, on the July 23 2026 call date, the worst-performing stock closes at or above its starting price, the security is redeemed early for at least $1,495 (≈ 49.50% premium).
• Maturity: July 21 2028 (3-year final term if not called).
• Payout at maturity (if not called):
  • Upside: $1,000 + (Stock Return × 200%).
  • Sideways (≥ 65% and < 100% of start): return of principal.
  • Downside (< 65% of start): principal loss equal to the full negative return of the worst stock.
• Threshold price: 65% of starting price (35% buffer).
• Estimated value: ≈ $938.90 (4–5% below face), reflecting issuance and hedging costs.
• Distribution fees: Wells Fargo Securities may receive up to $25.75 per note; other dealers up to $20.00; WFA distribution expense fee $0.75.
• CUSIP: 61778NJB8.

Key risks highlighted include: no periodic interest; principal at risk; exposure to worst-of two equities; limited secondary liquidity; issuer & guarantor credit risk; potential conflicts from affiliate hedging and calculation-agent roles; uncertain U.S. tax treatment.

Investors should review the preliminary pricing supplement, product supplement for principal-at-risk securities, and prospectus available on the SEC website before investing.

Morgan Stanley Finance LLC (MSFL) is offering Contingent Income Memory Buffered Auto-Callable Securities due July 16, 2030 that are fully and unconditionally guaranteed by Morgan Stanley. The notes are unsecured, principal-at-risk obligations linked to the worst-performing of two exchange-traded funds (ETFs): the VanEck® Gold Miners ETF (GDX) and the VanEck® Semiconductor ETF (SMH).

Key structural terms

• Issue price / Denomination: $1,000 per security.
• Contingent coupon: 11.55% per annum, paid quarterly (30/360) only if, on the related observation date, the closing level of each underlier is ≥ its coupon barrier (85% of initial level). Missed coupons “memory” forward and are payable on the next date when both underliers meet the barrier.
• Automatic early redemption: Beginning with the first determination date on July 13, 2026 and monthly thereafter, the notes are automatically redeemed at par plus any due coupons if the closing level of each underlier is ≥ its call threshold (100% of initial level).
• Payment at maturity (if not called):
  • If the final level of each underlier ≥ its buffer level (85% of initial): return of full principal plus any coupons due.
  • If the final level of either underlier < buffer: investor receives $1,000 × [worst underlier performance + 15%], subject to a minimum payment of 15% of principal. This equates to a loss of 1% of principal for every 1% decline beyond the 15% buffer, with maximum loss of 85%.
• Estimated value: Approximately $935.60 (±$40) per $1,000 note at pricing, reflecting issuance, structuring and hedging costs borne by investors.
• Credit risk: All payments depend on the creditworthiness of Morgan Stanley and MSFL; the notes are not secured and are not FDIC-insured.
• Liquidity: The securities will not be listed on any exchange. Morgan Stanley & Co. LLC may provide a secondary market but is not obligated to do so.
• Risk highlights: investors face the possibility of receiving no coupons for the entire term, early redemption risk after year one, exposure to underlier volatility, sector concentration risks (gold/silver mining and semiconductors), and potential adverse tax treatment. Minimum recovery if buffer breached is only 15% of par.

Timeline

• Strike / Pricing date: July 11, 2025
• Issue date: July 16, 2025
• First observation / coupon date: August 11, 2025 / August 14, 2025
• Maturity / final observation: July 16, 2030 / July 11, 2030

The product suits investors seeking enhanced income potential (11.55% p.a.) and willing to accept sector-specific equity risk, complex payoff mechanics and potential principal loss. It does not offer participation in any upside of the ETFs.