[SCHEDULE 13D/A] United Parks & Resorts Inc. SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC (ticker: MS) has filed Amendment No. 1 to Pricing Supplement No. 8,667 for a $440,000 follow-on issuance of Dual Directional Buffered PLUS notes (CUSIP 61778KD61) that will be consolidated with the original $310,000 tranche, bringing the total outstanding to $750,000. The five-year structured notes, due 28 Jun 2030, are unsecured and fully guaranteed by Morgan Stanley.

Key economic terms

• Issue price: $1,000; minimum denomination $1,000.
• Estimated value on pricing date: $943.80 (reflecting structuring & hedging costs).
• Underlying indices: DJIA (INDU 42,982.43), Nasdaq-100 (NDX 22,237.74) and Russell 2000 (RTY 2,136.185).
• Leverage factor: 140% on any positive performance of the worst-performing index.
• Absolute return participation: 100% of any decline up to 20%, effectively capping gain from this feature at 20%.
• Buffer: 20% downside protection; losses begin once the worst performing index falls below 80% of its initial level.
• Minimum maturity payment: 20% of principal.
• No periodic coupons; payment occurs only at maturity.

Cash-flow profile

• Upside scenario: final level > initial level → principal plus 1.4× index appreciation.
• Moderate downside: final level between 80% and 100% of initial → principal plus up to 20% gain.
• Severe downside: final level < 80% of initial → 1:1 loss beyond buffer, floor at 20% of principal.

Placement economics: Investors pay a 3.5% sales commission ($35 per note); net proceeds to Morgan Stanley are $965 per note. The notes will not be listed, and secondary liquidity depends solely on MS & Co., which may discontinue market making at any time.

Risk highlights

• Principal at risk; no interim interest.
• Performance driven solely by the worst performing index, eliminating diversification benefits.
• Credit exposure to Morgan Stanley; notes rank pari passu with other unsecured obligations.
• Estimated value below issue price indicates negative carry at inception.
• Tax treatment uncertain; counsel views notes as prepaid financial contracts, but IRS may disagree.

Strategic context: At $0.75 million aggregate size, the issuance is immaterial to Morgan Stanley’s capital structure but offers the bank low-cost funding while transferring market risk to investors.

Positive

• 140% upside leverage enhances returns when all indices appreciate.
• 20% downside buffer and minimum 20% maturity payout provide partial principal protection.
• Absolute return participation allows positive return in a flat-to-moderately down market.
• Fully guaranteed by Morgan Stanley, a large investment-grade issuer.

Negative

• Principal at risk beyond 20% buffer; losses can reach 80% of invested amount.
• Performance tied to worst-performing index, nullifying diversification benefits.
• Estimated value ($943.80) below issue price implies negative carry from day one.
• No periodic coupons; investors forgo income for five years.
• Unlisted, dealer-driven secondary market may result in illiquidity and wide spreads.
• Exposure to Morgan Stanley credit risk; notes are unsecured obligations.

Insights

Structured Products Analyst

TL;DR – High-risk, niche note offers 140% upside leverage with 20% buffer and minimum 20% payout, but principal is unsecured and illiquid.

The amended 424B2 adds $440k to an existing tranche, keeping economic terms intact. Investors gain an attractive 1.4× upside and a limited absolute-return feature, but face three headwinds: (1) real economic value starts at $943.80—3 points below par; (2) downside kicks in once any one index breaches an 20% drawdown, nullifying diversification; and (3) secondary liquidity is dealer-driven, exposing holders to wide bid–ask spreads. From Morgan Stanley’s standpoint, the deal provides cheap fixed-rate funding and fee income. Impact on MS equity is negligible, so I rate it 0 (Neutral).

Risk Analyst

TL;DR – Note concentrates risk on worst index; buffer & floor mitigate only first 20% loss—investors could lose up to 80% of principal.

Credit risk is paramount: as an MSFL obligation, recovery hinges solely on Morgan Stanley’s guarantee. Market risk is amplified by linking payout to the lowest-performing of three volatile benchmarks, including small-cap Russell 2000. While the 20% buffer appears protective, historical data show multiple 30%+ one-year drawdowns in all three indices. Liquidity risk is also material; the $750k total size limits aftermarket depth. Given the potential for substantial capital loss relative to capped upside, I assign a -1 (Negative) impact rating for prospective note investors (though not for MS shareholders).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

United Parks & Resorts Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

SCOTT ROSS
HILL PATH CAPITAL LP, 150 East 58th Street, 33rd Floor
New York, NY, 10155
212-632-5420

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,885,065.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,885,065.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,885,065.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Co-Investment Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 176,201.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 176,201.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

176,201.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners-H LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,334,162.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,334,162.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,334,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners Co-Investment E LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,109,961.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,109,961.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,109,961.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners Co-Investment E2 LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 402,017.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 402,017.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

402,017.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners Co-Investment S LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 83,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 83,900.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

83,900.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

HEP Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,518,006.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,518,006.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,518,006.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

HM Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,695,994.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,695,994.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,695,994.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

HAT Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

HAT Fund II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,395,428.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,395,428.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,395,428.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners E GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,511,978.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,511,978.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,511,978.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital Partners S GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 83,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 83,900.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

83,900.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

HE GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,518,006.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,518,006.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,518,006.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

HM GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,695,994.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,695,994.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,695,994.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Investment Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,205,306.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27,205,306.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

27,205,306.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,205,306.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27,205,306.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

27,205,306.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Hill Path Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,205,306.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27,205,306.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

27,205,306.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

ROSS SCOTT I

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,266,576.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27,266,576.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

27,266,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

CHAMBERS JAMES P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 24,219.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,219.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 81282V100

1

Name of reporting person

Dalal Aayushi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 54.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 54.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

54.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: United Parks & Resorts Inc.
(c)	Address of Issuer's Principal Executive Offices: 6240 SEA HARBOR DRIVE, ORLANDO, FLORIDA , 32821.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended and supplemented to add Aayushi Dalal as a "Reporting Person" for purposes of Schedule 13D. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint statement on Schedule 13D.
(b)	Item 2(b) is hereby amended and supplemented to add the following: The address of the principal business of Ms. Dalal is 150 East 58th Street, 33rd Floor New York, New York 10155.
(c)	Item 2(c) is hereby amended and supplemented to add the following: The principal occupation of Ms. Dalal is serving as a Vice President at Hill Path. Ms. Dalal is also a member of the Board of Directors of the Issuer.
(d)	Item 2(d) is hereby amended and supplemented to add the following: Ms. Dalal has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Item 2(e) is hereby amended and supplemented to add the following: Ms. Dalal has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Ms. Dalal is a citizen of India.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended to add the following: The 61,270 Shares beneficially owned directly by Mr. Ross were awarded to him in his capacity as a director of the Issuer. The 24,219 Shares beneficially owned directly by Mr. Chambers were awarded to him in his capacity as a director of the Issuer. The 54 Shares beneficially owned directly by Ms. Dalal were awarded to her in her capacity as a director of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 54,974,409 Shares outstanding as of May 7, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025. A. Hill Path Capital As of the close of business on the date hereof, Hill Path Capital beneficially owned 5,885,065 Shares. Percentage: Approximately 10.7% B. Hill Path Co-Investment As of the close of business on the date hereof, Hill Path Co-Investment beneficially owned 176,201 Shares. Percentage: Less than 1% C. Hill Path H As of the close of business on the date hereof, Hill Path H beneficially owned 1,334,162 Shares. Percentage: Approximately 2.4% D. Hill Path E As of the close of business on the date hereof, Hill Path E beneficially owned 6,109,961 Shares. Percentage: Approximately 11.1% E. Hill Path E2 As of the close of business on the date hereof, Hill Path E2 beneficially owned 402,017 Shares. Percentage: Less than 1% F. Hill Path S As of the close of business on the date hereof, Hill Path S beneficially owned 83,900 Shares. Percentage: Less than 1% G. HEP Fund As of the close of business on the date hereof, HEP Fund beneficially owned 10,518,006 Shares. Percentage: Approximately 19.1% H. HM Fund As of the close of business on the date hereof, HM Fund beneficially owned 2,695,994 Shares. Percentage: Approximately 4.9% I. HAT Fund As of the close of business on the date hereof, HAT Fund does not beneficially own any Shares. Percentage: 0% J. HAT Fund II As of the close of business on the date hereof, HAT Fund II does not beneficially own any Shares. Percentage: 0% K. Hill Path GP Hill Path GP, as the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H, may be deemed the beneficial owner of the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment and (iii) 1,334,162 Shares owned by Hill Path H. Percentage: Approximately 13.5% L. Hill Path E GP Hill Path E GP, as the general partner of each of Hill Path E and Hill Path E2, may be deemed the beneficial owner of the (i) 6,109,961 Shares owned by Hill Path E and (ii) 402,017 Shares owned by Hill Path E2. Percentage: Approximately 11.8% M. Hill Path S GP Hill Path S GP, as the general partner of Hill Path S, may be deemed the beneficial owner of the 83,900 Shares owned by Hill Path S. Percentage: Less than 1% N. HE GP HE GP, as the general partner of HEP Fund, may be deemed the beneficial owner of the 10,518,006 Shares owned by HEP Fund. Percentage: Approximately 19.1% O. HM GP HM GP, as the general partner of HM Fund, may be deemed the beneficial owner of the 2,695,994 Shares owned by HM Fund. Percentage: Approximately 4.9% P. Hill Path Investment Holdings Hill Path Investment Holdings, as the managing member of each of Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP and HM GP, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.5% Q. Hill Path Hill Path, as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.5% R. Hill Path Holdings Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.5% S. Mr. Ross As of the close of business on the date hereof, Mr. Ross beneficially owned directly 61,270 Shares. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.6% T. Mr. Chambers As of the close of business on the date hereof, Mr. Chambers beneficially owned 24,219 Shares. Percentage: Less than 1% U. Ms. Dalal As of the close of business on the date hereof, Ms. Dalal beneficially owned 54 Shares. Percentage: Less than 1%
(b)	Item 5(b) is hereby amended and restated to read as follows: A. Hill Path Capital 1. Sole power to vote or direct vote: 5,885,065 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,885,065 4. Shared power to dispose or direct the disposition: 0 B. Hill Path Co-Investment 1. Sole power to vote or direct vote: 176,201 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 176,201 4. Shared power to dispose or direct the disposition: 0 C. Hill Path H 1. Sole power to vote or direct vote: 1,334,162 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,334,162 4. Shared power to dispose or direct the disposition: 0 D. Hill Path E 1. Sole power to vote or direct vote: 6,109,961 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,109,961 4. Shared power to dispose or direct the disposition: 0 E. Hill Path E2 1. Sole power to vote or direct vote: 402,017 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 402,017 4. Shared power to dispose or direct the disposition: 0 F. Hill Path S 1. Sole power to vote or direct vote: 83,900 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 83,900 4. Shared power to dispose or direct the disposition: 0 G. HEP Fund 1. Sole power to vote or direct vote: 10,518,006 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,518,006 4. Shared power to dispose or direct the disposition: 0 H. HM Fund 1. Sole power to vote or direct vote: 2,695,994 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,695,994 4. Shared power to dispose or direct the disposition: 0 I. HAT Fund 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 J. HAT Fund II 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 K. Hill Path GP 1. Sole power to vote or direct vote: 7,395,428 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 7,395,428 4. Shared power to dispose or direct the disposition: 0 L. Hill Path E GP 1. Sole power to vote or direct vote: 6,511,978 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,511,978 4. Shared power to dispose or direct the disposition: 0 M. Hill Path S GP 1. Sole power to vote or direct vote: 83,900 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 83,900 4. Shared power to dispose or direct the disposition: 0 N. HE GP 1. Sole power to vote or direct vote: 10,518,006 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,518,006 4. Shared power to dispose or direct the disposition: 0 O. HM GP 1. Sole power to vote or direct vote: 2,695,994 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,695,994 4. Shared power to dispose or direct the disposition: 0 P. Hill Path Investment Holdings 1. Sole power to vote or direct vote: 27,205,306 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,205,306 4. Shared power to dispose or direct the disposition: 0 Q. Hill Path 1. Sole power to vote or direct vote: 27,205,306 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,205,306 4. Shared power to dispose or direct the disposition: 0 R. Hill Path Holdings 1. Sole power to vote or direct vote: 27,205,306 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,205,306 4. Shared power to dispose or direct the disposition: 0 S. Mr. Ross 1. Sole power to vote or direct vote: 27,266,576 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,266,576 4. Shared power to dispose or direct the disposition: 0 T. Mr. Chambers 1. Sole power to vote or direct vote: 24,219 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 24,219 4. Shared power to dispose or direct the disposition: 0 U. Ms. Dalal 1. Sole power to vote or direct vote: 54 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 54 4. Shared power to dispose or direct the disposition: 0
(c)	Item 5(c) is hereby amended and restated to read as follows: Other than as set forth in Item 6, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past sixty days. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On June 30, 2025, Mr. Ross was granted 1,980 restricted stock units ("RSUs") pursuant to the Issuer's 2017 Omnibus Incentive Plan (the "Incentive Plan"), which vested immediately. On June 30, 2025, Mr. Chambers was granted 1,082 RSUs pursuant to the Incentive Plan, which vested immediately. On June 13, 2025, Ms. Dalal was granted 5,358 RSUs pursuant to the Incentive Plan, which vest 100% on the day before the Issuer's 2026 Annual Meeting of Stockholders. On June 30, 2025, Ms. Dalal was granted 54 RSUs and 54 deferred stock units ("DSUs"), which vested immediately (the Shares subject to the DSUs will be issued to Ms. Dalal three months after her "separation from service" as a director of the Issuer). On July 2, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated July 2, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hill Path Capital Partners LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner
Date:	07/02/2025

Hill Path Capital Co-Investment Partners LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners-H LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners Co-Investment E LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners Co-Investment E2 LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners Co-Investment S LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HEP Fund LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HM Fund LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HAT Fund LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HAT Fund II LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

Hill Path Capital Partners E GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

Hill Path Capital Partners S GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

HE GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

HM GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

Hill Path Investment Holdings LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner
Date:	07/02/2025

Hill Path Capital LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its General Partner
Date:	07/02/2025

Hill Path Holdings LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner
Date:	07/02/2025

ROSS SCOTT I

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross
Date:	07/02/2025

CHAMBERS JAMES P.

Signature:	/s/ James P. Chambers
Name/Title:	James P. Chambers
Date:	07/02/2025

Dalal Aayushi

Signature:	/s/ Aayushi Dalal
Name/Title:	Aayushi Dalal
Date:	07/02/2025

FAQ

What indices underlie Morgan Stanley’s Dual Directional Buffered PLUS (MS)?

The note references the Dow Jones Industrial Average, Nasdaq-100, and Russell 2000; payout depends on the worst performer.

How much upside can investors earn on the MS Buffered PLUS notes?

If the worst index rises, investors receive 140% of that gain with no cap; if it falls ≤20%, gains are capped at 20%.

What is the downside protection and floor for the MS 424B2 notes?

There is a 20% buffer; beyond that investors lose 1% per 1% decline, but payment will not fall below 20% of principal.

Why is the estimated value ($943.80) below the $1,000 issue price?

The gap reflects structuring, hedging, distribution costs and the issuer’s lower internal funding rate.

Are the notes liquid and exchange-traded?

No; they are unlisted. Liquidity depends solely on MS & Co. making a market, which it may discontinue.

What are the key tax considerations for non-U.S. holders?

Counsel believes Section 871(m) should not apply before 2027, but the IRS could disagree; investors should seek tax advice.