[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

The Free Writing Prospectus outlines the key terms of Morgan Stanley Finance LLC’s Contingent Income Auto-Callable Securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (ticker: SPUMP40). The notes offer a contingent coupon of 9.00%-10.00% per annum, paid monthly if the index closes at or above the 50% coupon-barrier on the relevant observation date. Beginning one year after issuance, the securities are auto-callable quarterly at par if the index is at or above its initial level (100% call threshold). If not redeemed early, investors receive par at maturity on 1 Aug 2030 provided the index has not fallen more than 50%. Should the index close below the 50% downside threshold on the final observation date, principal is reduced 1-for-1, exposing investors to substantial loss (e.g., a 51% decline delivers $490 per $1,000 note).

The issue price is $1,000, but Morgan Stanley’s estimated value is $882.50 (±$32.50), reflecting embedded fees and hedging costs. The notes are unsecured, unsubordinated obligations of Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, and will not be listed on any exchange, limiting secondary-market liquidity. Key risks include credit exposure to Morgan Stanley, potential loss of principal, lack of upside participation beyond coupon payments, early-redemption reinvestment risk, tax uncertainty, and the limited operating history and leveraged methodology of the underlier, which incorporates a 4% annual decrement.

• Issuer: Morgan Stanley Finance LLC (guaranteed by Morgan Stanley)
• Maturity: 5 years (Aug 1 2030) with quarterly call from year 1
• Barriers: 50% coupon & downside threshold; 100% call threshold
• CUSIP: 61778NEA5 | Pricing date: 28 Jul 2025 | Estimated value: $882.50

Positive

• Attractive contingent coupon of 9-10% p.a. provides high current income versus prevailing rates.
• Quarterly auto-call from year 1 can shorten duration and enhance annualized return if the index is flat or higher.
• 50% coupon and principal barrier offers some protection versus moderate market drawdowns.
• Full guarantee by Morgan Stanley, an investment-grade bank, reduces but does not eliminate credit risk.

Negative

• Principal is at full risk below the 50% downside threshold, exposing holders to significant loss in a deep market sell-off.
• Estimated value ($882.50) is well below issue price, indicating high embedded fees and negative carry for investors.
• No participation in index upside beyond par, leading to opportunity cost if equities outperform.
• Unlisted security may suffer from poor liquidity and wide secondary spreads.
• Early redemption reinvestment risk could leave investors hunting for comparable yield in a lower-rate environment.

Insights

Structured Products Analyst

TL;DR: High coupon compensates for 50% downside risk; sizeable discount to fair value signals rich issuer economics.

The note delivers an attractive 9-10% annual coupon conditioned on the index staying above 50% of its initial level. Quarterly auto-call enhances IRR yet introduces reinvestment risk. The 50% hard barrier is standard for U.S. retail notes, but investors shoulder full downside beyond that point, essentially long a high-strike digital coupon and short a deep out-of-the-money put. The $117.5 spread between issue price and estimated value equates to ~2.4% per annum in imbedded costs, materially diluting expected returns. Credit exposure is to Morgan Stanley senior debt; current A-/A1 ratings mitigate but do not eliminate default risk. Overall, risk-reward is acceptable only for investors with a constructive to neutral medium-term view on U.S. momentum equities and willingness to forego upside.

Portfolio Manager

TL;DR: Product is yield-enhancing but illiquid; best suited as a small tactical income sleeve.

Given the 5-year tenor and quarterly call, expected duration is likely under two years if markets remain flat to positive, supporting portfolio cash-flow needs. However, lack of exchange listing and wide bid-offer spreads make exit costly. Absence of participation above par means opportunity cost versus equities if momentum theme rallies. From an asset-allocation standpoint, position sizing should reflect 100% capital-at-risk below the 50% threshold and Morgan Stanley credit exposure. For the issuer, it is a routine funding exercise with negligible P&L impact; for investors, impact hinges on view of index volatility and rate environment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dabiri John

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CA 95051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	06/26/2025		A		1,799	A	$0(1)	18,418	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 19, 2025 and 50% of the shares on May 20, 2026. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for John Dabiri	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the coupon rate on Morgan Stanley’s SPUMP40 Auto-Callable Securities?

The contingent coupon is between 9.00% and 10.00% per annum, paid monthly when the index is at or above 50% of its initial level.

When can the Morgan Stanley notes be called early?

Starting one year after issuance, the notes are automatically redeemed at par on any quarterly determination date if the index closes at or above 100% of its initial level.

How much principal protection do these securities offer?

Principal is protected only if the index does not fall more than 50%. Below that threshold investors lose 1-for-1 with the index.

What is the estimated value versus the issue price?

Morgan Stanley estimates the value at $882.50 per $1,000 note (±$32.50), implying roughly 11.8% in upfront costs.

Is the security listed on an exchange?

No. The notes will not be listed, so secondary-market trading may be limited and at unfavorable prices.

What index underlies the contingent income securities?

The notes reference the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), launched March 14 2022 with a 4% annual decrement and leveraged exposure.