[144] SiteOne Landscape Supply, Inc. SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the Class C common stock of Dell Technologies Inc. (NYSE: DELL). The notes, issued under MSFL’s Series A GMTN program and fully guaranteed by Morgan Stanley, mature on 3 Aug 2028 unless redeemed earlier.

Key structural terms

• Denomination: $1,000 per security; estimated initial secondary value ≈ $960.50.
• Contingent coupon: 18.00% p.a., paid quarterly only if the closing share price on the relevant observation date is ≥ the Coupon Barrier (70% of the Initial Level).
• Automatic early redemption: Beginning 31 Oct 2025, if the closing price is ≥ the Call Threshold (100% of Initial Level) on any of 11 determination dates, investors receive principal plus the due coupon; no further payments thereafter.
• Downside exposure: At maturity, if not called and the Final Level is < 70% of Initial Level, repayment equals principal × (Final Level / Initial Level), exposing investors to a full 1-for-1 loss below the threshold; maximum loss is 100%.
• Underlying reference: Dell Technologies Class C stock; closing price on 10 Jul 2025 was $127.91.
• Listing: Unlisted; liquidity dependent on dealer (MS & Co.) market-making.

Investor profile & rationale

The notes suit investors seeking high conditional income and willing to accept: (i) equity downside risk beyond -30%, (ii) the possibility of no coupons if Dell trades below the barrier, (iii) early redemption risk, and (iv) Morgan Stanley credit risk. Investors do not participate in any upside of Dell’s share price.

Material risks highlighted

• No principal protection; payment can fall to $0 if Dell declines ≥ 30% at maturity and the note is not called.
• Coupons are contingent; sustained price weakness eliminates income.
• Issuer/guarantor credit risk; MSFL is a financing entity with no independent assets.
• Unlisted status may limit secondary liquidity; valuations likely below issue price because of embedded fees and issuer funding spread.
• Tax treatment uncertain; coupons expected to be ordinary income, withholding possible for non-US holders.

Cost considerations
The initial price embeds selling, structuring and hedging costs, creating an estimated value about $39.50 below par (≈ $960.50). Secondary prices will reflect additional bid-ask spreads and Morgan Stanley credit spreads.

Timeline

• Strike & Pricing Date: 31 Jul 2025
• First Call Determination: 31 Oct 2025
• Maturity: 3 Aug 2028

Bottom line: The security offers an attractive 18% headline coupon and 30% downside buffer but carries significant risks—principal at risk, potential zero coupon periods, credit exposure, and limited liquidity. It is suitable only for investors comfortable with complex structured products and Dell equity risk.

Positive

• High conditional income: 18.00% annual coupon, well above market rates, if Dell stock stays ≥ 70% of its initial price.
• 30% downside buffer: Principal protected against Dell declines up to 30% when held to maturity and not called.
• Early redemption mechanism: Potential to receive full principal plus coupon as early as three months after issuance if Dell stock ≥ initial level.

Negative

• Principal at risk beyond -30%: Dollar-for-dollar loss below the 70% threshold; maximum loss is 100%.
• Coupons not guaranteed: No payment if Dell closes below the coupon barrier on any observation date; investors could earn zero income for the entire term.
• Credit risk: Unsecured obligations of MSFL, guaranteed only by Morgan Stanley; deterioration in credit spreads can reduce secondary prices.
• Liquidity constraints: Unlisted security; resale depends on Morgan Stanley making a market, likely at a significant discount to par.
• Embedded fees: Estimated value of $960.50 reflects approximately 3.95% initial cost to investors.

Insights

Structured Products Analyst

TL;DR – High 18% coupon offsets 30% buffer; principal at risk, no upside participation.

From a structuring standpoint the note blends a short put on Dell stock (strike = 70% of spot) with a knock-out autocall. The 18% contingent coupon is rich versus plain-vanilla covered call yields, indicating investors subsidise embedded downside protection and issuer funding spread. Automatic call at 100% Initial Level caps duration risk and favours the issuer should Dell remain stable or appreciate modestly. Valuation (≈ 96.05% of par) implies ~390 bps of fees and internal funding benefit to Morgan Stanley. Liquidity risk is material as the note is unlisted and bid-offer spreads are dealer-determined. Overall, risk/reward is balanced but skewed negative for investors unfamiliar with equity-linked derivatives.

Portfolio Manager

TL;DR – Attractive cash yield, but tail risk and credit exposure demand caution.

In portfolio context, the security can enhance income in low-duration buckets, provided the investor is comfortable replacing investment-grade credit with a hybrid of MS senior unsecured risk and Dell equity risk. Correlation to equities spikes if Dell falls >30%, stressing the portfolio during broad drawdowns. Lack of upside participation means opportunity cost if Dell rallies. Allocation should be limited and paired with high-quality liquid assets to mitigate liquidity and event risks. Given the 30-month maximum tenor post-first call, the IRR is compelling but far from risk-free. Impact is neutral: could boost income, but downside scenarios are severe.

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

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
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	29760	3847463.91	44809549	07/11/2025	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 *
Common	07/11/2025	Options Granted 02/06/2019	Issuer			29760	07/11/2025	Cash

* 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 is the coupon rate on Morgan Stanley's Contingent Income Auto-Callable Securities?

The notes offer a contingent coupon of 18.00% per annum, paid only if Dell’s closing price is at least 70% of its initial level on each observation date.

When can the MS Contingent Income notes be called early?

Automatic early redemption starts 31 Oct 2025 and occurs on any determination date when Dell closes at or above 100% of its initial level.

How much principal protection do these Morgan Stanley notes provide?

There is no full principal protection; investors lose 1% for every 1% Dell falls below 70% of the initial level at maturity if the note is not called.

Will the securities be listed on an exchange for trading?

No. The notes will not be listed; secondary liquidity depends solely on dealer market-making by MS & Co.

What is the estimated value of the securities at pricing?

Morgan Stanley estimates the value will be approximately $960.50 per $1,000 note, reflecting embedded fees and funding spreads.

Which risks should investors consider before buying MS 424B2 Dell-linked notes?

Major risks include principal loss below the 70% threshold, contingent coupon uncertainty, Morgan Stanley credit risk, limited liquidity, and tax ambiguity.