[424B2] Morgan Stanley Prospectus Supplement

Rhea-AI Filing Summary

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.

Insights

Structured-Product Analyst

TL;DR: Five-year uncapped equity-linked note offering 115 % upside, 10 % buffer, but full credit and market risk; impact on MS neutral.

The preliminary pricing supplement describes a standard Morgan Stanley “Buffered PLUS” issuance. From an investor perspective, the structure delivers leveraged participation in a global equity basket while providing partial downside protection and a $100 minimum redemption. The dynamic 50-35-15 weighting favours the strongest performer at maturity, a feature that can enhance positive skew but makes interim valuations harder to gauge.

Economic terms are typical: a ~94.6 % estimated value translates to roughly 5.4 % in embedded fees plus a 2.5 % sales concession. Liquidity is constrained because the notes will not be listed; any secondary price will embed MS’s credit spread and dealer mark-ups. Credit exposure is to Morgan Stanley senior debt; MSFL itself is a pass-through issuer.

For Morgan Stanley shareholders, the filing is routine and immaterial; the aggregate principal amount is unspecified but, based on past PLUS offerings, is unlikely to move the earnings needle. Hence, market impact is neutral.

Preliminary Pricing Supplement No. 9,199

Registration Statement Nos. 333-275587; 333-275587-01

Dated July 2, 2025

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Buffered PLUS due July 12, 2030

Based on a Performance-Allocation Basket

Buffered Performance Leveraged Upside SecuritiesSM

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

￭The Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document.

￭The weighting for each basket component is not set at the beginning of the term of the securities. Instead, in measuring the performance of the underlier as a whole as of the observation date, each basket component will be allocated a weighting based on the relative performance of the basket components compared to each other.

￭Payment at maturity. At maturity, if the basket performance factor is positive, investors will receive the stated principal amount plus the leveraged upside payment. If the basket performance factor is zero or negative but has not declined by more than the buffer amount, investors will receive only the stated principal amount at maturity. If, however, the basket performance factor has decreased by more than the buffer amount, investors will lose 1% for every 1% decline in the value of the underlier beyond the specified buffer amount. Under these circumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amount of the securities, subject to the minimum payment at maturity.

￭The securities are for investors who seek a return based on the allocated performance of the basket components and who are willing to risk their principal and forgo current income in exchange for the upside leverage and buffer features, each of which applies to a limited range of performance of the underlier over the term of the securities. Investors in the securities must be willing to accept the risk of losing a significant portion of their initial investment. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.

￭All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

TERMS
Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Stated principal amount:	$1,000 per security
Issue price:	$1,000 per security (see “Commissions and issue price” below)
Aggregate principal amount:	$
Underlier:	The underlier is an underlying basket consisting of the following basket components (each, a “basket index”):
	Basket component		Initial basket component level*
	S&P 500® Index (the “SPX Index”)
	EURO STOXX 50® Index (the “SX5E Index”)
	Tokyo Stock Price Index (the “TPX Index”)
	*The initial basket component levels will be determined on the strike date.
Strike date:	July 9, 2025
Pricing date:	July 9, 2025
Original issue date:	July 14, 2025
Observation date:	July 9, 2030, subject to postponement for non-trading days and certain market disruption events
Maturity date:	July 12, 2030
	Terms continued on the following page
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
Estimated value on the pricing date:	Approximately $945.80 per security, or within $55.00 of that estimate. See “Estimated Value of the Securities” on page 3.
Commissions and issue price:	Price to public	Agent’s commissions and fees(1)(2)		Proceeds to us(3)
Per security	$1,000	$25		$973
		$2
Total	$	$		$

(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $25 for each security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.

(2)Reflects a structuring fee payable to selected dealers by the agent or its affiliates for $2 for each security.

(3)See “Use of Proceeds and Hedging” in the accompanying product supplement.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.

References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Product Supplement for Principal at Risk Securities dated February 7, 2025 Index Supplement dated November 16, 2023

Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Terms continued from the previous page
Payment at maturity per security:	•If the basket performance factor is positive: stated principal amount + leveraged upside payment •If the basket performance factor is zero or negative but has not decreased from zero by more than the buffer amount: stated principal amount •If the basket performance factor has decreased from zero by more than the buffer amount: stated principal amount + [stated principal amount × (basket performance factor + buffer amount)] Under these circumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amount, subject to the minimum payment at maturity.
Basket performance factor:	The sum of the basket component performance factors, as determined on the observation date
Leveraged upside payment:	stated principal amount × leverage factor × basket performance factor
Buffer amount:	10%
Basket component performance factor:	With respect to each basket component, [(final basket component level – initial basket component level) / initial basket component level] × weighting
Final basket component level:	With respect to each basket component, the basket component closing level on the observation date
Weighting:	Based on the relative performance of the basket components compared to each other, as measured on the observation date, the weighting of each basket component will be determined by the calculation agent as follows: The basket component with the best performance will be allocated a weighting of 50%, the basket component with the second-best performance will be allocated a weighting of 35% and the basket component with the worst performance will be allocated a weighting of 15%.
Leverage factor:	115%
Minimum payment at maturity:	10% of the stated principal amount
Basket component closing level:	“Basket component closing level” has the meaning set forth under “General Terms of the Securities—Some Definitions” in the accompanying product supplement.
CUSIP:	61778NGM7
ISIN:	US61778NGM74
Listing:	The securities will not be listed on any securities exchange.

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Estimated Value of the Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range specified on the cover hereof and will be set forth on the cover of the final pricing supplement.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the basket components. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the basket components, instruments based on the basket components, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the basket components, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the basket components, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity. The following examples are for illustrative purposes only. The payment at maturity will be determined by reference to the basket performance factor on the observation date. The actual initial basket component level for each basket component will be determined on the strike date. All payments on the securities are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease of analysis. The below examples are based on the following terms:

Stated principal amount:	$1,000 per security
Hypothetical initial basket component level:	With respect to the SPX Index, 100.00* With respect to the SX5E Index, 100.00* With respect to the TPX Index, 100.00*
Leverage factor:	115%
Buffer amount:	10%

*The hypothetical initial basket component level of 100.00 for each basket component has been chosen for illustrative purposes only and does not represent the actual initial basket component level of any basket component. Please see “Historical Information” below for historical data regarding the actual basket component closing levels of the basket components.

How to calculate the payment at maturity:

Example 1: The basket performance factor is positive.

Basket Component	Hypothetical Final Basket Component Level	Hypothetical Percentage Change	Weighting	Hypothetical Basket Component Performance Factor
SPX Index	210	110% (best performance)	50%	55%
SX5E Index	90	–10% (worst performance)	15%	–1.50%
TPX Index	130	30% (second-best performance)	35%	10.50%

Hypothetical basket performance factor	= {[(210 – 100) / 100] × 50%} + {[(90 – 100) / 100] × 15%} + {[(130 – 100) / 100] × 35%}
	= 55% + (–1.50%) + 10.50%
	= 64%
Payment at maturity per security	= $1,000 + ($1,000 × 115% × 64%)
	= $1,736

In example #1, the basket performance factor is positive. Therefore, investors receive the stated principal amount plus the product of (i) $1,000, (ii) the leverage factor and (iii) the basket performance factor.

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Buffered PLUS

Principal at Risk Securities

Example 2: The basket performance factor is zero or negative but has not decreased by more than the buffer amount.

Basket Component	Hypothetical Final Basket Component Level	Hypothetical Percentage Change	Weighting	Hypothetical Basket Component Performance Factor
SPX Index	70	–30% (worst performance)	15%	–4.50%
SX5E Index	75	–25% (second-best performance)	35%	–8.75%
TPX Index	110	10% (best performance)	50%	5%

Hypothetical basket performance factor	= {[(70 – 100) / 100] × 15%} + {[(75 – 100) / 100] × 35%} + {[(110 – 100) / 100] × 50%}
	= –4.50% + (–8.75%) + 5%
	= –8.25%
Payment at maturity per security	= $1,000

In example #2, the basket performance factor is zero or negative but has not decreased by more than the buffer amount. Therefore, investors receive the stated principal amount.

Example 3: The basket performance factor has decreased by more the buffer amount.

Basket Component	Hypothetical Final Basket Component Level	Hypothetical Percentage Change	Weighting	Hypothetical Basket Component Performance Factor
SPX Index	5	–95% (worst performance)	15%	–14.25%
SX5E Index	89.50	-10.50% (best performance)	50%	-5.25%
TPX Index	10	–90% (second-best performance)	35%	–31.50%

Hypothetical basket performance factor	= {[(5 – 100) / 100] × 15%} + {[(89.50 – 100) / 100] × 50%} + {[(10 – 100) / 100] × 35%}
	= –14.25% + (-5.25%) + (–31.50%)
	= –51.00%
Payment at maturity per security	= $1,000 + $1,000 × (–51.00% + 10%)
	= $590

In example #3, the basket performance factor has decreased by more than the buffer amount. Therefore, investors receive an amount that is less, and may be significantly less, than the stated principal amount, based on a 1% loss of principal for each 1% decline in the value of the underlier beyond the buffer amount.

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Risk Factors

This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

Risks Relating to an Investment in the Securities

￭The securities provide for only the minimum payment at maturity and do not pay interest. The terms of the securities differ from those of ordinary debt securities in that they provide for only the minimum payment at maturity and do not pay interest. If the basket performance factor has decreased by more than the buffer amount, the payout at maturity will be an amount in cash that is less than the stated principal amount of each security, and you will lose an amount proportionate to the full decline in the value of the underlier over the term of the securities beyond the buffer amount. You could lose a significant portion of your initial investment in the securities.

￭The amount payable on the securities is not linked to the value of the underlier at any time other than the observation date. The basket performance factor will be based on the basket component closing levels of the basket components on the observation date, subject to postponement for non-trading days and certain market disruption events. Even if some or all of the basket components appreciate prior to the observation date but then drop by the observation date, the payment at maturity may be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the underlier prior to such drop. Although the basket component closing levels of the basket components on the stated maturity date or at other times during the term of the securities may be higher than the respective final basket component levels, the payment at maturity will be based solely on the basket component closing levels of the basket components on the observation date.

￭The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the value of the basket components at any time will affect the value of the securities more than any other single factor. Other factors that may influence the value of the securities include:

othe volatility (frequency and magnitude of changes in value) of the underlier;

ointerest and yield rates in the market;

othe relative performance of each basket component;

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the basket components or equity markets generally;

othe availability of comparable instruments;

othe composition of each basket index and changes in the component securities of each basket index;

othe time remaining until the securities mature; and

oany actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount if, at the time of sale, the basket performance factor is at, below or not sufficiently above the buffer amount, or if market interest rates rise.

You can review the historical basket component closing levels of the basket components in the section of this document called “Historical Information.” You cannot predict the future performance of the underlier based on its historical performance. The values of the basket components may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. There can be no assurance that the basket performance factor will be greater than or equal to the buffer amount so that you do not suffer a loss on your initial investment in the securities.

￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities, and, therefore, you are subject to our credit risk. The securities are not guaranteed by any other entity. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the basket components, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities may be influenced by many unpredictable factors” above.

￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

￭As discussed in more detail in the accompanying product supplement, investing in the securities is not equivalent to investing in the basket components.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and significant aspects of the tax treatment of the securities are uncertain. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Risks Relating to the Underlier(s)

￭Because your return on the securities will depend upon the performance of the underlier(s), the securities are subject to the following risk(s), as discussed in more detail in the accompanying product supplement.

oThere are risks associated with investments in securities linked to the value of foreign equity securities.

oAdjustments to a basket index could adversely affect the value of the securities.

￭Changes in the value of one or more of the basket components may offset each other. Movements in the values of the basket components may not correlate with each other. At a time when the value of one or more of the basket components increases, the value of one or more of the other basket components may not increase as much or may even decline. Therefore, in calculating the basket performance factor, increases in the value of one or more of the basket components may be moderated, or wholly offset, by lesser increases or declines in the value of one or more of the other basket components. You cannot predict the future performance of a basket component or of the underlying basket as a whole, or whether an increase in the value of a basket component will be offset by a decrease in the value of one or more of the other basket components, based on the historical performance of the basket components.

However, there have been times in the past when the values of the basket components have been correlated, and while the best-performing basket component will be given the highest weight and the worst-performing basket component the lowest weight, the basket performance factor can still be negative if the value of one or more of the basket components declines over the term of the securities.

Risks Relating to Conflicts of Interest

In engaging in certain activities described below and as discussed in more detail in the accompanying product supplement, our affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will make any determinations necessary to calculate any payment(s) on the securities. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, which may adversely affect your return on the securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Historical Information

S&P 500® Index Overview

Bloomberg Ticker Symbol: SPX

The S&P 500® Index is intended to provide a benchmark for performance measurement of the large capitalization segment of the U.S. equity markets by tracking the stock price movement of 500 companies with large market capitalizations. The basket index publisher with respect to the S&P 500® Index is S&P® Dow Jones Indices LLC, or any successor thereof. Component stocks of the S&P 500® Index are required to have a total company level market capitalization that reflects approximately the 85th percentile of the S&P® Total Market Index. The S&P 500® Index measures the relative performance of the common stocks of 500 companies as of a particular time as compared to the performance of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under “S&P® U.S. Indices—S&P 500® Index” in the accompanying index supplement.

The basket component closing level of the SPX Index on June 30, 2025 was 6,204.95. The following graph sets forth the daily basket component closing levels of the basket component for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The basket component has at times experienced periods of high volatility. You should not take the historical basket component closing levels of the basket component as an indication of its future performance, and no assurance can be given as to the basket component closing level of the basket component at any time.

SPX Index Daily Basket Component Closing Levels

January 1, 2020 to June 30, 2025

 

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

EURO STOXX 50® Index Overview

Bloomberg Ticker Symbol: SX5E

The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders among the 20 STOXX® supersectors, which includes stocks selected from the Eurozone. The basket index publisher with respect to the EURO STOXX 50® Index is STOXX® Limited, or any successor thereof. The EURO STOXX 50® Index was first published on February 26, 1998 with a base value of 1,000 as of December 31, 1991. The component stocks of the EURO STOXX 50® Index have a high degree of liquidity and represent the largest companies across all market sectors. For additional information about the EURO STOXX 50® Index, see the information set forth under “EURO STOXX 50® Index” in the accompanying index supplement.

The basket component closing level of the SX5E Index on June 30, 2025 was 5,303.24. The following graph sets forth the daily basket component closing levels of the basket component for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The basket component has at times experienced periods of high volatility. You should not take the historical basket component closing levels of the basket component as an indication of its future performance, and no assurance can be given as to the basket component closing level of the basket component at any time.

SX5E Index Daily Basket Component Closing Levels

January 1, 2020 to June 30, 2025

 

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Tokyo Stock Price Index Overview

Bloomberg Ticker Symbol: TPX

The Tokyo Stock Price Index was developed by the Tokyo Stock Exchange. The basket index publisher with respect to the Tokyo Stock Price Index is JPX Market Innovation & Research, Inc., or any successor thereof. Publication of the Tokyo Stock Price Index began on July 1, 1969, based on a base index value of 100 as of January 4, 1968. Prior to April 4, 2022, the Tokyo Stock Exchange domestic stock market was divided into two sections: the First Section and the Second Section. Listings of stocks on the Tokyo Stock Exchange were divided between these two sections, with stocks listed on the First Section typically being limited to larger, longer-established and more actively traded issues and the Second Section to smaller and newly listed companies. At that time, the component stocks of the Tokyo Stock Price Index consisted of all domestic common stocks listed on the First Section of the Tokyo Stock Exchange. On April 4, 2022, JPX Market Innovation & Research, Inc. began revisions to the Tokyo Stock Price Index in conjunction with the restructuring of the Tokyo Stock Exchange into three new market segments: the Prime Market, the Standard Market and the Growth Market. Stocks that were components of the Tokyo Stock Price Index as of April 1, 2022 continue to be included after the market restructuring, regardless of their new market segment. For additional information about the Tokyo Stock Price Index, see the information set forth under “Tokyo Stock Price Index” in the accompanying index supplement.

The basket component closing level of the TPX Index on June 30, 2025 was 2,852.84. The following graph sets forth the daily basket component closing levels of the basket component for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The basket component has at times experienced periods of high volatility. You should not take the historical basket component closing levels of the basket component as an indication of its future performance, and no assurance can be given as to the basket component closing level of the basket component at any time.

TPX Index Daily Basket Component Closing Levels

January 1, 2020 to June 30, 2025

 

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Morgan Stanley Finance LLC

Buffered PLUS

Principal at Risk Securities

Additional Terms of the Securities

Please read this information in conjunction with the terms on the cover of this document.

Additional Terms:
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
Denominations:	$1,000 per security and integral multiples thereof
Buffered PLUS:	The accompanying product supplement refers to these Buffered PLUS as the “securities.”
Amortization period:	The 6-month period following the issue date
Trustee:	The Bank of New York Mellon
Calculation agent:	Morgan Stanley & Co. LLC (“MS & Co.”)

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Morgan Stanley Finance LLC

Buffered PLUS

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Additional Information About the Securities

Additional Information:
Minimum ticketing size:	$1,000 / 1 security
United States federal income tax considerations:	You should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities. Generally, this discussion assumes that you purchased the securities for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. You should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a security. In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions,” as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying product supplement. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it. Moreover, because this treatment of the securities and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. A different tax treatment could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable disposition of your securities (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your securities should be treated as capital gain or loss. We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Non-U.S. Holders. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the securities. We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Additional considerations:	Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
Supplemental information regarding plan of distribution; conflicts of interest:	Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $25 for each security they sell. In addition, selected dealers will receive a structuring fee of $2 for each security from the agent or its affiliates. MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities.

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Buffered PLUS

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MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement and the index supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement, the index supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about Morgan Stanley and this offering. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the index supplement and the product supplement if you so request by calling toll-free 1-(800)-584-6837. Terms used but not defined in this document are defined in the product supplement, in the index supplement or in the prospectus. Each of the product supplement, the index supplement and the prospectus can be accessed via the hyperlinks set forth on the cover of this document. “Performance Leveraged Upside SecuritiesSM” and “PLUSSM” are our service marks.

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FAQ

How does the 10 % buffer work on Morgan Stanley’s Buffered PLUS (MS)?

Losses begin only if the basket performance factor is below –10 %; beyond that, principal declines 1 % for each additional 1 % drop.

What upside leverage is offered by the MS Buffered PLUS due 2030?

At maturity investors receive a 115 % participation rate on any positive basket performance, with no stated cap.

Which indices make up the Performance-Allocation Basket?

The basket consists of the S&P 500, EURO STOXX 50 and Tokyo Stock Price Index; final weightings are 50 %, 35 %, 15 % based on relative performance.

What is the estimated value versus the $1,000 issue price?

Morgan Stanley estimates the fair value at approximately $945.80 per note, reflecting dealer margins and hedging costs.

Are the Buffered PLUS securities listed on an exchange?

No. They will trade only over-the-counter, and Morgan Stanley & Co. may, but is not required to, provide secondary liquidity.

What are the key risks highlighted in the prospectus supplement?

Material risks include principal loss beyond the 10 % buffer, Morgan Stanley credit risk, limited secondary market, model-based valuation uncertainties and tax treatment ambiguity.