Welcome to our dedicated page for Morgan Stanley SEC filings (Ticker: MS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Morgan Stanley’s disclosures are a treasure trove of information on everything from trading Value-at-Risk to the health of its $4T wealth-management franchise. But finding those details inside a 300-page report is tedious. This page curates every filing the firm submits to EDGAR, then layers Stock Titan’s AI so Morgan Stanley SEC filings are explained simply.
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Morgan Stanley Finance LLC is offering Dual Directional Trigger PLUS notes (principal-at-risk securities) linked to the worst performer of the Dow Jones Industrial Average (INDU) and Nasdaq-100 (NDX). The $1,000 face-value notes price on 30-Jun-2025, settle 3-Jul-2025 and mature 6-Jul-2028. Total issuance is a modest $385,000.
Key payoff mechanics
- Upside: If both indices finish above their respective initial levels, investors receive principal plus 128 % of the worst performer’s gain.
- Absolute-return window: If either index is � initial but � 70 % of initial, investors earn 50 % of the absolute decline of the worst performer, capped at a +15 % maximum return.
- Downside: If either index closes <70 % of its initial level, repayment is reduced 1 % for every 1 % drop in the worst performer, exposing investors to 100 % capital loss.
Estimated fair value on pricing date is $974, reflecting issuance, structuring and hedging costs; investors pay $1,000. The notes pay no coupons, are not listed, and secondary liquidity will rely solely on Morgan Stanley & Co., which is under no obligation to make a market. All payments are subject to the credit risk of Morgan Stanley Finance LLC and the Morgan Stanley guarantee.
Risk highlights include full principal at risk, concentrated exposure to two correlated U.S. equity benchmarks, capped upside in the absolute-return scenario, model-based valuation that may diverge from secondary prices, and potential adverse tax treatment under uncertain IRS rules.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10 million of Autocallable Phoenix Securities linked to Thermo Fisher Scientific Inc. (TMO) common stock. Each $1,000 note may pay a contingent monthly coupon of 1.4667% (�17.60% annualised) if, on the relevant valuation date, TMO closes at or above the coupon barrier of 85% of the initial share price ($347.038).
- Automatic early redemption: If TMO � initial share price ($408.28) on any of the 11 interim dates, investors receive $1,000 plus the current coupon (including any previously missed payments) and the note terminates.
- Downside risk: If not redeemed and TMO closes below the final barrier (also 85% of initial price) on 30 Jun 2026, principal is reduced by 117.647% of the decline beyond the 15% buffer, exposing investors to losses up to 100%.
- No upside participation: Investors do not benefit from TMO price appreciation beyond coupons and forgo dividends.
- Pricing & liquidity: Issue price is $1,000; estimated value is $992.70. Notes are unlisted; secondary market, if any, will be made solely by CGMI at its discretion.
- Credit & structural risks: Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Complex tax treatment remains uncertain; withholding of 30% may apply to non-U.S. holders.
Morgan Stanley Finance LLC is offering $1.097 million aggregate principal amount of five-year Market-Linked Notes (Series A) that mature on 5 July 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P 500 Futures Excess Return Index (ticker SPXFP) and are designed to provide principal protection at maturity with leveraged upside exposure.
- Issue & pricing: Denomination $1,000; issue price $1,000; estimated value on the 30 June 2025 pricing date $966.60, reflecting embedded distribution and hedging costs.
- Return profile: � If the final index level > initial level (514.49), investors receive $1,000 plus 133 % of the index appreciation. � If the final level � initial level, only the principal is repaid. No interim coupons are paid.
- Key dates: Strike/Pricing 30 Jun 2025; Original issue 3 Jul 2025; Observation 1 Jul 2030; Maturity 5 Jul 2030.
- Distribution economics: Sold exclusively to fee-based advisory accounts. Agent (MS & Co.) commissions/fees equal $7.50 (0.75 %) per note; selected dealers may earn up to $6.25 structuring fee. Net proceeds to issuer $992.50 per note.
- Liquidity & listing: The notes will not be listed; MS & Co. may provide a secondary market but is not obligated to do so. Secondary prices likely to be below par and below the estimated value once bid-offer and credit spreads are considered.
- Credit considerations: Payment depends solely on the credit of Morgan Stanley (A-/A1) and its finance subsidiary; the product is unsecured and unsubordinated.
- Risk highlights: � No periodic income and potential zero upside if the index is flat or down.
� Market value highly sensitive to index volatility, interest-rate moves and MS credit spreads.
� Tax treatment as a contingent payment debt instrument; U.S. holders must accrue OID at a comparable yield of 4.5259 %.
In essence, the notes suit investors seeking principal protection plus enhanced equity participation within a discretionary advisory framework, willing to accept liquidity, credit and tax complexities and to forego dividend income and total-return benefits of direct equity or ETF exposure.
JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Structured Investments titled “Capped Dual Directional Buffered Equity Notes� linked to the Nasdaq-100 Index (NDX) and the S&P 500 Index (SPX).
The notes are expected to price on or about 28 Jul 2025, settle on 31 Jul 2025 and mature on 2 Feb 2028 (3-year, 6-month tenor). Minimum denomination is $1,000; CUSIP 48136FEN8.
Pay-off structure
- Upside: If both indices finish above their initial levels, holders receive 1:1 participation up to a Maximum Upside Return of at least 32.20 % (max redemption � $1,322).
- Directional buffer: If the lesser-performing index (“LPI�) ends � Initial but not more than 15 % lower, investors receive the absolute value of that decline, producing a gain of up to 15 % (max $1,150).
- Downside: If the LPI falls by > 15 %, principal is reduced 1 % for every 1 % loss beyond the buffer; worst-case repayment is $150 (-85 %).
Key economics
- Price to public: $1,000; estimated value if priced today: $960.90 (final estimate � $900).
- Selling commissions: up to $26 per note; secondary trading expected to be limited and at a discount.
- No periodic coupons or dividends; investors forgo index distributions.
Primary risks highlighted by the issuer include: (1) up to 85 % capital loss beyond the 15 % buffer; (2) upside capped at 32.2 % even if indices rally sharply; (3) payments depend on the worse of the two indices; (4) exposure to the unsecured credit of both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; (5) estimated value is below issue price; (6) lack of exchange listing.
The notes appeal to investors seeking limited upside participation, modest protection against first-loss equity risk, and acceptance of credit and liquidity risk in exchange for potential buffered gains.
Morgan Stanley Finance LLC is offering $679,000 aggregate principal amount of Trigger Performance Leveraged Upside Securities (PLUS) due July 5 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performing of three equity benchmarks—the EURO STOXX 50, Nasdaq-100 and Dow Jones Industrial Average—and are designed for fee-based advisory accounts.
Key economic terms
- Issue price / Denomination: $1,000 per security
- Estimated value on pricing date: $980.90 (1.9% below issue price, reflects issuance, structuring and hedging costs)
- Upside participation: 280% of any positive return of the worst performing index, paid at maturity in addition to principal
- Downside threshold: 65% of each index’s initial level (SX5E 3,447.106; NDX 14,741.357; INDU 28,661.601)
- Principal risk: If any index closes below its threshold on the single observation date (July 1 2030), investors lose 1% of principal for every 1% decline of the worst performer; loss may be up to 100%
- Coupons: None; the securities pay no periodic interest
- Liquidity / listing: Not listed on any exchange; secondary trading, if any, will be made only by Morgan Stanley & Co. and may be limited
- Fees: Offered at par to clients; MS&Co. sells to an unaffiliated dealer at $992.50. Selected dealers may receive up to $6.25 structuring fee; no sales commission to MS&Co.
- Credit profile: Unsecured obligations of MSFL, guaranteed by Morgan Stanley; subject to issuer and guarantor credit risk
Investment profile
The Trigger PLUS appeal to investors who 1) are moderately bullish on the basket but comfortable assuming full downside risk, 2) accept a five-year lock-up with uncertain liquidity, and 3) value leveraged upside (2.8×) with a 35% buffer before loss of principal. The “worst-of� structure removes any diversification benefit—performance is driven solely by the laggard index—while a single observation date introduces significant path-dependency. The estimated value below par, use of an internal funding rate, and absence of interest payments reduce long-term total return versus holding the indices directly.
Primary risks highlighted
- No principal protection; returns can be zero
- Performance measured only once at maturity—interim gains are irrelevant if lost by observation date
- Market, correlation and volatility risks across U.S. and Eurozone equities
- Limited secondary market; bid-offer spreads and credit-spread changes likely to depress exit prices
- Tax treatment uncertain; prepaid open-transaction approach may be challenged by the IRS
Overall, the note offers enhanced upside potential in exchange for heightened downside and credit risk, making it suitable only for sophisticated investors seeking structured exposure rather than direct index holdings.
Form 4 filing overview: On 07/01/2025, DTE Energy Company (ticker: DTE) director David Brandon acquired 185 units of cash-settled phantom stock under the company’s non-employee director fee deferral plan. The units were credited at an implied value of $132.43 per unit, bringing Brandon’s total phantom stock holdings to 15,630.55 units. Phantom stock represents a deferred cash obligation that mirrors the value of DTE common shares and is not convertible into actual equity; settlement will occur in cash on a future date selected by the director. No transactions involving DTE common stock or other equity derivatives were reported, and Brandon’s ownership remains classified as direct. The filing is routine compensation-related and does not signal strategic or operational changes for DTE.
Morgan Stanley Finance LLC (MSFL) is issuing $1.135 million of five-year Trigger Jump Securities (Series A Global MTN) that are fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note is an unsecured, principal-at-risk obligation linked to the worst performing of the S&P 500, Nasdaq-100 and Russell 2000 indices.
Payout mechanics: at maturity on 5 Jul 2030 investors receive (i) par + the greater of the worst underlier’s percentage gain or a fixed upside payment of $645 (64.5 %) if all three indices finish � their initial levels; (ii) par only if any index is below its initial level but all remain � the 70 % downside threshold; or (iii) $1,000 × performance factor of the worst underlier—an uncapped 1 % loss for every 1 % decline—if any index ends < 70 % of its strike level, exposing investors to full principal loss.
Key terms: strike & pricing date 30 Jun 2025; indices fixed at SPX 6,204.95, NDX 22,679.01, RTY 2,175.035. Estimated value on pricing date is $979.60, reflecting embedded issuance, distribution and hedging costs. Notes are offered at par in fee-based advisory accounts; the agent (MS&Co.) buys from MSFL at $992.50 and may pay up to $6.25 structuring fee per note. The securities will not be listed; secondary liquidity, if any, will depend solely on MS&Co. quoting a market.
Material risks highlighted include: no periodic coupons; dependence on a single observation date; credit risk of Morgan Stanley; valuation uncertainty; limited secondary market; small-cap volatility via RTY; and uncertain U.S. tax treatment (expected to be prepaid financial contracts, open transaction).
The product targets investors seeking equity-linked upside with a 30 % buffer, who are willing to forgo current income and accept both market and issuer credit risk.
Morgan Stanley Finance LLC is issuing $2.508 million of Trigger Performance Leveraged Upside Securities (PLUS) maturing 6 July 2028. Each $1,000 note is an unsecured obligation of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and will pay no periodic interest.
Pay-off structure
- Upside: If the final level of each index (S&P 500 & Russell 2000) exceeds its initial level, investors receive principal plus 136 % of the worst performer’s gain.
- Par: If either index is � its initial level but both remain � 70 % of the initial, only principal is returned.
- Downside: If either index closes below its 70 % downside threshold (SPX 4,343.465 / RTY 1,522.525), repayment equals principal × performance of the worst performer, exposing investors to 1 % loss for every 1 % decline; the payment can fall to $0.
Key terms
- Issue/Strike/Pricing date: 30 June 2025 | Maturity: 6 July 2028 (3-year tenor)
- Initial levels: SPX 6,204.95; RTY 2,175.035
- Estimated value on pricing date: $972.30 (97.23 % of issue price) reflecting structuring & hedging costs
- No listing; secondary liquidity solely through MS&Co, which is not obligated to make a market
- Aggregate commissions to dealers: up to $6.25 per note (sold only through fee-based advisory accounts)
- Minimum denomination: $1,000; CUSIP 61778KF44
Risk highlights
- Principal at risk; no minimum repayment
- Linked to the worst performing index, eliminating diversification benefits
- Subject to Morgan Stanley credit risk; MSFL has no independent operations
- Estimated value < issue price; expected secondary price lower than par
- Limited or no secondary market; investors should be prepared to hold to maturity
Morgan Stanley Finance LLC is offering Buffered Performance Leveraged Upside Securities (Buffered PLUS) maturing 12 July 2030. The notes are unsecured, senior obligations of MSFL and are fully guaranteed by Morgan Stanley but carry principal-at-risk. The securities pay no periodic interest; investors� sole return is received at maturity and depends on the performance of a three-index basket: the S&P 500, EURO STOXX 50 and TOPIX.
Dynamic performance weighting: on the 9 July 2030 observation date, the best-performing index is weighted 50 %, the second-best 35 % and the worst 15 %. The basket performance factor is the sum of the weighted percentage changes versus levels fixed on the 9 July 2025 strike date.
Payout profile � If the basket performance factor is positive, redemption = $1,000 + 1.15 × basket performance factor. � If the factor is between 0 % and �10 %, only par is returned. � Below �10 %, principal is reduced dollar-for-dollar beyond the 10 % buffer, subject to a $100 minimum (10 % of par).
Key terms:
- Issue price: $1,000; Estimated value: � $945.80
- Sales commission: $25; structuring fee: $2
- CUSIP 61778NGM7; not exchange-listed; MS & Co. may provide limited secondary liquidity
- All payments subject to Morgan Stanley credit risk; MSFL has no independent operations
- Risk factors highlight market volatility, liquidity constraints, tax uncertainty and potential conflicts of interest
These notes suit investors seeking leveraged upside (115 %) with limited, but not full, downside protection, and who are comfortable with exposure to U.S., Eurozone and Japanese large-cap equity indices through a single five-year, non-interest-bearing security.
Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Trigger Autocallable GEARS linked to the Invesco KBW Bank ETF (ticker KBWB). The unsecured notes carry a $10 issue price, mature on 20-Jul-2028 and have an approximate 3-year term.
Key payout mechanics:
- Automatic call: If on the single Observation Date (22-Jul-2026) KBWB closes at or above the Autocall Barrier (100 % of the Initial Price), the notes are redeemed for $10 plus a 10 % Call Return ($11 total). No further payments are made.
- Upside at maturity: If not called and KBWB appreciates, investors receive $10 plus the Underlying Share Return × Upside Gearing (1.90�2.20, set on trade date).
- Contingent principal protection: If KBWB is flat or down but the Final Price is � the Downside Threshold (75 % of Initial), investors receive full principal.
- Full downside exposure: If Final Price is < Downside Threshold, repayment equals $10 + ($10 × Underlying Share Return), up to a 100 % loss of principal.
Indicative economics: Estimated value on the trade date is roughly $9.439 per $10 note, reflecting structuring and hedging costs and Morgan Stanley’s internal funding rate. UBS Financial Services receives a $0.25 selling concession. Minimum purchase is 100 notes.
Risk highlights (page references 7-12): investors face market risk similar to holding KBWB, sector concentration in U.S. banks, issuer credit risk, lack of periodic income, potential illiquidity (no listing; MS & Co. market-making discretionary) and uncertain tax treatment, including possible “constructive ownership� recharacterisation.
Suitability: The product targets investors who (i) can tolerate substantial loss of principal, (ii) are comfortable with a single-day call feature, (iii) seek leveraged upside and a 10 % fixed call payout, and (iv) accept Morgan Stanley credit exposure.