[144] Oklo Inc. SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing a five-year structured note titled Worst-of RTY, SPX & INDU Buffered PLUS due 08/02/2029.

• Underlying indices: Russell 2000 (RTY), S&P 500 (SPX) and Dow Jones Industrial Average (INDU). Return is based solely on the worst-performing index.
• Upside participation: investors receive 150-160% of any positive performance of the worst underlier; the illustrative table shows a +20 % move would pay $1,300 on a $1,000 note.
• Downside protection: a 10 % buffer shields losses up to -10 %. Beyond that, investors lose one-for-one, exposing them to as much as a 90 % loss.
• No periodic coupons; payment occurs only at maturity (08/02/2029) based on the observation date (07/30/2029).
• Estimated value: $932.10 per $1,000 note (±$45), reflecting issuing, structuring and hedging costs.
• Credit considerations: repayment depends on Morgan Stanley’s credit; MSFL is a finance subsidiary with no independent assets.
• Liquidity & valuation: securities will not be listed, secondary trading may be limited, and prices may differ from the issuer’s model-based estimated value.
• Key risks: worst-of exposure, market volatility, credit spread movements, tax uncertainty and potential conflicts of interest by the affiliated calculation agent.

The offering is made under Registration Statement Nos. 333-275587 and 333-275587-01. Full terms, risks and tax considerations are detailed in the preliminary pricing supplement (link provided) and related prospectus materials.

Positive

• Leveraged upside: 150-160 % participation enhances gains if the worst underlier rises.
• 10 % downside buffer: protects principal against moderate market declines.
• Diversified indices: exposure spans large-cap, mega-cap and small-cap U.S. equities.

Negative

• Principal risk beyond -10 %: investors can lose up to 90 % of capital.
• Worst-of feature: payoff tied to weakest index increases likelihood of loss.
• No interim interest: total return depends solely on final observation date.
• Estimated value below par: $932.10 indicates ~6.8 % initial value erosion.
• Illiquidity: unlisted security with uncertain secondary market.
• Issuer credit risk: repayment contingent on Morgan Stanley solvency.

Insights

Structured Products Analyst

TL;DR: 150-160% upside, 10% buffer, but worst-of feature and sub-par estimated value materially raise risk; neutral for MS credit.

The note targets yield-hungry investors willing to trade liquidity and principal certainty for leveraged equity exposure. A 10 % soft buffer offers limited protection versus sizeable downside beyond that threshold. Worst-of construction magnifies the probability the cushion will be breached, particularly given small-cap RTY volatility. The estimated value (~93 % of face) signals a hefty 70-80 bp fee load, common but material. From Morgan Stanley’s standpoint, issuance diversifies funding at attractive spreads; the size is not disclosed, so balance-sheet impact appears immaterial. Overall, the structure is complex, offers asymmetric returns and is best suited for tactical investors with strong index views.

Credit Risk Analyst

TL;DR: Investor payout hinges on MS credit; note adds no incremental credit risk to firm, minimal impact on ratings.

Because MSFL is fully guaranteed by the parent, default risk mirrors Morgan Stanley senior unsecured obligations. The product neither improves nor worsens MS’s credit profile; proceeds likely support ordinary funding needs. For investors, a downgrade or widening spreads could depress secondary prices, especially given the lack of listing. Tax treatment remains uncertain, potentially classified as a contingent payment debt instrument. From a credit perspective, the FWP is routine funding activity with negligible systemic implications.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	300000	16578000	139205199	06/30/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	12/31/2013	Founder shares	Issuer			300000	12/31/2013	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What indices underlie Morgan Stanley's Worst-of Buffered PLUS (MS)?

The note references the Russell 2000, S&P 500 and Dow Jones Industrial Average; only the worst performer determines payout.

How does the 10% buffer work on the MS structured note?

If the worst index falls ≤10 % at observation, investors receive full principal; losses beyond that are deducted point-for-point.

What upside participation does the Morgan Stanley note offer?

Investors gain 150-160 % of any positive performance of the worst underlier, with no explicit cap in the FWP.

What is the estimated value versus face value of the security?

The issuer estimates each $1,000 note is worth $932.10 at pricing, reflecting fees and hedging costs.

When do the securities mature and what dates matter?

Key dates: Pricing 07/28/2025; Observation 07/30/2029; Maturity 08/02/2029.

Do these notes pay periodic interest or coupons?

No. Payments occur only at maturity based on final index performance.