[Form 4] Optex Systems Holdings, INC Insider Trading Activity

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing three-year principal-protected market-linked notes tied to the S&P 500 Index (SPX) and the Dow Jones Industrial Average (INDU). The investor’s return is based solely on the worst performing index at the single observation date of July 28 2028.

Key Terms

• Stated principal: $1,000 per note
• Participation rate: 100 % of any index gain
• Maximum payment: 119 %–124 % of principal ($1,190–$1,240)
• Downside protection: payment will not be less than principal, regardless of index loss
• No periodic coupons or interim payments
• Pricing date: July 28 2025; Maturity: August 2 2028
• Estimated value: $951.90 (4.8 % below issue price) reflecting dealer costs and hedging

Risk Highlights

• Limited upside: gains are capped at 19 %–24 %; any index rise above this level is forgone.
• No interest: investors receive no income before maturity.
• Credit exposure: repayment depends on Morgan Stanley’s ability to pay.
• Worst-of structure: a decline in either index nullifies upside from the other.
• Liquidity: the notes are unlisted; secondary trading, if any, could be at a discount.
• Estimated value below par signals embedded fees; price transparency may be limited.

These notes may appeal to investors seeking full principal protection with modest equity upside over a three-year horizon, but they sacrifice dividend income, broader upside participation, and carry issuer credit and liquidity risk.

Positive

• Full principal protection at maturity regardless of index performance.
• 100 % participation in index gains up to the cap.
• Backed by Morgan Stanley credit; investment-grade guarantor.

Negative

• Upside capped at 19 %–24 %; gains above this level forfeited.
• No interest or dividends over the three-year term.
• Subject to issuer credit risk; unsecured obligation of Morgan Stanley.
• Worst-performer structure increases likelihood of zero upside.
• Illiquidity: not exchange-listed; secondary prices may be discounted.
• Estimated value ~4.8 % below issue price indicates significant fees.

Insights

Structured Products Analyst

TL;DR: Principal protected, capped-upside SPX/INDU note; neutral overall because of limited return versus equity risk and issuer credit exposure.

The note offers a straightforward proposition: 100 % downside protection in exchange for capping upside at roughly 19 %–24 %. With both indices near all-time highs, a three-year cap of 24 % equates to roughly 7 % CAGR, well below long-run equity returns and does not include dividends forgone (≈1.5 % annually). Investors also face reinvestment risk if indices rise sharply beyond the cap. Positively, principal preservation can fit conservative allocation buckets and Morgan Stanley’s AA-/A1 level credit provides reasonable confidence, though still lower than U.S. Treasuries. Estimated value at $951.90 highlights nearly 5 % in embedded costs. Overall impact: neutral.

Credit & Risk Analyst

TL;DR: Credit-linked, illiquid, fee-laden structure lowers risk-adjusted appeal—impact neutral to mildly negative.

The note’s investment grade guaranty mitigates default probability, yet investors assume unsecured senior exposure for three years. Lack of listing impedes exit; bid-offer spreads typically 1-3 %, magnified by the note’s below-par fair value. The ‘worst-of’ feature amplifies basis risk; historical correlation breaks could see one index lag significantly, eliminating upside. Tax treatment may recognize OID before cash receipt, creating phantom income. While zero downside is attractive, Treasuries of comparable tenor presently yield near 4 %, outperforming the 0-7 % annualized effective yield here under most scenarios. Accordingly, I assign a neutral (0) impact rating.

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^*

Topline Capital Partners, LP

(Last) (First) (Middle)

544 EUCLID STREET

(Street)

SANTA MONICA CA 90402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Optex Systems Holdings Inc [ OPXS ]

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

	Director	X	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 Stock	06/26/2025		S		30,945	D	$11.07	748,956	D
Common Stock	06/27/2025		S		10,000	D	$11.26	738,956	D
Common Stock	06/30/2025		S		47,700	D	$11.68	691,256	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:

	Topline Capital Partners, LP By: Topline Capital Management, LLC, By: Collin McBirney, its Managing Member	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 maximum return on Morgan Stanley’s INDU/SPX Market-Linked Notes (MS FWP)?

The maximum payment is $1,190–$1,240 per $1,000 note, representing a 19 %–24 % cap.

Do the notes protect my principal if SPX or INDU declines?

Yes. Based on the payoff table, the payment will not fall below the $1,000 principal even if either index drops 100 %.

Will I receive interest or dividends during the term?

No. The notes do not pay periodic interest and investors forgo dividends on the underlying indices.

How long must I hold the notes?

The notes mature on August 2 2028, and interim sales may be difficult because they are not exchange-listed.

How is the payoff determined?

At maturity the note pays principal plus 100 % of the worst index’s gain, subject to the stated cap; if the worst index is flat or down, only principal is repaid.

What is the estimated value at issuance?

Morgan Stanley estimates the note’s value at $951.90 per note, about $48 below the $1,000 issue price.