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Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Market-Linked Securities (Series A global MTN program) that combine three complex features: (i) a monthly contingent coupon, (ii) a quarterly auto-call beginning after six months, and (iii) contingent downside principal at risk. The securities are linked to the lowest performing of three sector ETFs鈥擡nergy Select Sector SPDR (XLE), VanEck Semiconductor ETF (SMH) and Health Care Select Sector SPDR (XLV)鈥攁nd mature on 20 July 2028.

• Issue economics: Face amount $1,000; public offering price $1,000; estimated value on the pricing date 鈮� $960.30 (卤$45), reflecting ~3.9% initial value shortfall driven by fees and an internal funding rate that is advantageous to the issuer. Agents鈥� commissions up to $23.25 (2.325%) per note, plus dealer concessions.
• Contingent coupon: At least 12.60% p.a. paid monthly only if the lowest performing ETF closes 鈮�70% of its starting price on the relevant calculation day. Investors may receive few or no coupons over the 3-year term.
• Auto-call mechanics: From January 2026, if each ETF closes 鈮� its starting price on a quarterly observation date, the notes are automatically redeemed at par plus the last coupon; maximum holding period 鈮�3 years, minimum 鈮�6 months.
• Principal repayment: If not called, principal is protected only when every ETF closes 鈮�70% of its starting price on the final calculation day. Otherwise, repayment equals par 脳 performance of the worst ETF (1:1 downside), exposing investors to >30% and up to 100% loss of principal.
• Credit & liquidity: Unsecured, unsubordinated obligations of MSFL, guaranteed by Morgan Stanley; subject to issuer credit risk. The notes will not be listed and secondary market making is discretionary, potentially resulting in significant bid/ask spreads and limited liquidity.

The product targets yield-seeking investors willing to accept (1) worst-of-three sector exposure, (2) uncertain coupon stream, (3) full downside risk below a 30% buffer, and (4) Morgan Stanley credit and liquidity risk. It is not suitable for investors requiring principal protection, regular income, or market participation in ETF appreciation.

Preliminary Pricing Supplement Overview
UBS AG is offering unsubordinated, unsecured Phoenix Autocallable Buffer Notes with Memory Interest linked to the common stock of CrowdStrike Holdings, Inc. (ticker CRWD). The Notes have an expected 54-week term, a $1,000 denomination and will settle on 16 July 2025. They are designed to provide quarterly contingent interest payments of at least $51.625 per Note (5.1625% per quarter) when CrowdStrike鈥檚 closing price on an observation date is at or above the Interest Barrier (80 % of the initial price). Missed coupons can be recovered later through the 鈥渕emory鈥� feature if the barrier condition is subsequently met.

Autocall & Principal Repayment Mechanics

• Automatic Call: If CRWD closes at or above the Initial Price on any quarterly Autocall Observation Date, the Notes are redeemed early at par plus any due and unpaid contingent interest.
• Downside Buffer: If not called, full principal is repaid at maturity only if CRWD鈥檚 Final Price is 鈮� the Downside Threshold (also 80 % of Initial Price).
• Loss Exposure: Should the Final Price fall below the Downside Threshold, investors receive a cash equivalent based on a 1.25 : 1 loss ratio鈥攊.e., principal erodes 1.25 % for every 1 % CRWD falls below the threshold, potentially to zero.

Key Dates
Trade Date: 11 Jul 2025 | Valuation Date: 24 Jul 2026 | Maturity / Call Settlement: 29 Jul 2026.
Autocall / Interest Observation Dates: 24 Oct 2025, 26 Jan 2026, 24 Apr 2026, and the Valuation Date.

Pricing / Distribution

• Issue price: $1,000 per Note; underwriting discount: $10; proceeds to UBS: $990.
• Estimated initial value: $954.20 鈥� $984.20 (reflects internal models & funding spread).
• Minimum investment: 10 Notes ($10,000).
• Placement agents: J.P. Morgan Securities LLC and affiliates; UBS Securities LLC acts as lead and will make a secondary market if it chooses.

Risk Highlights

• Credit exposure to UBS AG; payments depend on issuer solvency.
• No exchange listing; liquidity likely thin, bid-offer spreads wide.
• Missed coupons possible in volatile markets; investors forego CRWD dividends and upside appreciation.
• Tax treatment uncertain; intended characterization is prepaid derivative with ordinary-income coupons.
• FINMA resolution powers could subject holders to write-down or conversion should UBS face distress.

Illustrative Scenarios
Hypothetical examples show total returns ranging from +20.65 % (all coupons received, no call, CRWD 鈮� barrier) to 鈥�44.84 % (no call, CRWD 鈥� 60 %, buffer breached). Investors must be able to tolerate loss of principal and reinvestment risk if called early.

Investor Suitability
Appropriate for sophisticated investors seeking elevated contingent income, comfortable with single-stock volatility, credit risk, illiquidity, potential tax complexity and loss of some or all capital.

OneSpan has secured a significant $100 million Credit Agreement with MUFG Bank, Ltd., effective June 23, 2025. The agreement provides a revolving credit facility with a $10 million letter of credit sublimit, maturing on June 23, 2030.

Key terms include:

• Borrowing options with interest rates varying based on consolidated net leverage ratio, ranging from 1.00% to 1.50% for base rate loans and 2.00% to 2.50% for SOFR/alternative currency loans
• Potential for incremental facilities up to additional $100 million or 100% of Consolidated EBITDA
• First-priority lien and security interest in company's tangible and intangible assets
• Commitment fee of 0.25% to 0.30% on unused amounts

The facility, secured by company assets and subsidiary guarantees, will be used for general corporate purposes. As of the agreement date, no amounts have been drawn. The agreement includes standard covenants, representations, and default provisions typical for similar financing arrangements.