[144] Snap Inc. SEC Filing

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.

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
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	24000	208560	1417027866	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 *
Common Stock	06/15/2024	Acquired as compensation -- Restricted Stock Units	Issuer			24000	06/15/2024	Compensation

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Michael O'Sullivan Living Trust dtd 03/11/2020 3000 31st Street Santa Monica CA 90405	Common Stock	05/30/2025	24000	242621.22
Michael O'Sullivan Living Trust dtd 03/11/2020 3000 31st Street Santa Monica CA 90405	Common Stock	04/30/2025	24000	205179.86
Michael O'Sullivan Living Trust dtd 03/11/2020 3000 31st Street Santa Monica CA 90405	Common Stock	03/31/2025	24000	205179.86

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 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.