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Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the common stock of UnitedHealth Group Incorporated (UNH). The notes mature on August 3, 2028 unless called earlier and are fully and unconditionally guaranteed by Morgan Stanley. Each note has a $1,000 stated principal amount and will be issued under the Series A Global Medium-Term Notes program.
Coupon mechanics. Investors may receive a quarterly contingent coupon at an annualized 16.00 % rate, but only when the closing level of UNH on the relevant observation date is at or above the coupon barrier (70 % of the initial level). Missed coupons are not made up.
Automatic early redemption. Starting with the first determination date on October 31, 2025, the notes will be redeemed at par plus the coupon if UNH closes at or above the call threshold (100 % of the initial level) on any of eleven scheduled dates. Once redeemed, no further payments are made.
Principal repayment at maturity. 鈥� If not previously called and UNH鈥檚 final level is 鈮� the downside threshold (70 % of the initial level), holders receive full principal plus any due coupon. 鈥� If the final level is < the downside threshold, repayment is principal multiplied by the performance factor, resulting in a 1-for-1 downside loss and potential total loss of principal.
Credit considerations. The securities are unsecured obligations of MSFL and rank pari passu with Morgan Stanley鈥檚 other unsecured debt. Payment is subject to Morgan Stanley鈥檚 credit risk; a default could lead to loss of principal and coupons.
Pricing economics. The estimated value on the pricing date will be approximately $963.60 (卤$45), below the $1,000 issue price because it includes distribution and hedging costs and uses an internal funding rate favorable to the issuer. Secondary market values will reflect dealer spreads and Morgan Stanley credit spreads and may be materially below issue price.
Liquidity. The notes will not be listed on any exchange. MS & Co. may act as a market maker but is not obliged to provide liquidity. Investors should be prepared to hold to maturity.
Investor profile. The product suits investors seeking potentially high contingent income and willing to accept: 1) full downside exposure below a 30 % buffer, 2) risk of zero coupons, 3) issuer credit risk, and 4) limited liquidity. Investors do not participate in any UNH price appreciation.
Key dates (subject to adjustment).
- Strike / Pricing date: July 31, 2025
- Original issue date: August 5, 2025
- First call determination: October 31, 2025
- Final observation date: July 31, 2028
- Maturity: August 3, 2028
Identifiers. CUSIP 61778NLA7 | ISIN US61778NLA71
Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing SPXF40D4 Step-Down Jump Securities maturing 22 July 2030. The $1,000-denominated notes are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index and feature quarterly automatic call opportunities beginning 20 July 2026. Call thresholds step down from 100 % to 62.5 % of the initial index level and, if triggered, pay $1,150鈥�$1,712.50 per note, ending the investment early.
- Fixed payoff at maturity: If not called and the index closes at or above 60 % of its initial level on 17 July 2030, investors receive $1,750 (a 75 % gain).
- Downside risk: If the index closes below 50 % of its initial level, repayment falls point-for-point, potentially to $0.
- No coupons or principal protection: the notes are unsecured obligations of the issuer.
- Estimated value: $911.10, materially below issue price, reflecting structuring and hedging costs.
- Liquidity & credit: unlisted, subject to Morgan Stanley credit, and secondary trading may be limited.
- Underlier risk: the decrement index began 30 Aug 2024, employs leverage and a 4 % annual deduction, and lacks a long performance record.
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