Morgan Stanley Launches S&P 500-Linked Note With 10.25% Potential Yield

Morgan Stanley Finance has announced Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4), due August 1, 2030.

Rhea-AI Filing Summary

Morgan Stanley Finance has announced Contingent Income Memory Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4), due August 1, 2030. Key features include:

• Contingent Coupon Rate: 9.25% to 10.25% per annum with memory feature
• Auto-Call Feature: Monthly redemption after 1 year if index closes at or above 100% of initial level
• Downside Protection: 15% buffer (maximum loss of 85%)
• Coupon Barrier: 60% of initial level

Notable risks include no participation in index appreciation, early redemption risk, and credit risk of Morgan Stanley. The security's estimated value is $898.90 per unit, which is below the issue price, reflecting issuing costs and Morgan Stanley's credit spreads. The underlier is newly established (August 30, 2024) with limited operating history and includes a 4% per annum decrement feature that will adversely affect performance.

Positive

• Attractive contingent coupon rate of 9.25% to 10.25% per annum with memory feature
• Significant downside protection with 15% buffer against losses
• Monthly coupon payment frequency offers regular income potential
• Early redemption feature provides potential exit at 100% if underlier performs well

Negative

• Limited upside potential with no participation in underlier appreciation beyond coupon payments
• High risk of principal loss (up to 85%) if underlier falls more than 15%
• Underlier (SPXF40D4) is new with very limited operating history (established August 2024)
• 4% annual decrement feature in the underlier will consistently reduce index performance
• Significant leverage in the underlier structure increases risk
• Estimated value ($898.90) is notably below the issue price ($1000), indicating substantial embedded costs

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the contingent coupon rate for MS's Buffered Auto-Callable Securities due 2030?

The contingent coupon rate is 9.25% to 10.25% per annum, with a memory feature. The coupon is paid monthly subject to the closing level of the underlier being above the coupon barrier level of 60% of the initial level.

What is the maximum loss potential for MS's SPXF40D4 Contingent Income Securities?

The securities have a buffer amount of 15%, meaning investors are protected against the first 15% of underlier decline. The maximum loss is 85% of the principal amount, which would occur if the underlier declines 100% from its initial level.

When can MS's Auto-Callable Securities be automatically redeemed?

The securities can be automatically redeemed monthly beginning after 1 year if, on any redemption determination date, the closing level of the underlier (SPXF40D4) is greater than or equal to the call threshold level of 100% of the initial level.

What is the estimated value of MS's SPXF40D4 Contingent Income Securities?

The estimated value is $898.90 per security, or within $48.90 of that estimate. This is less than the original issue price due to factors including costs associated with issuing, selling, structuring and hedging the securities.

What are the key risks of MS's SPXF40D4 Contingent Income Securities?

Key risks include: 1) securities provide only minimum payment at maturity, 2) no regular interest payments, 3) subject to early redemption risk, 4) subject to Morgan Stanley's credit risk, 5) limited secondary market trading, and 6) the underlier has very limited operating history as it was established on August 30, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2025 - 10:53 AM Learn about SEC filing dates

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,065

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPXF40D4 Contingent Income Memory Buffered Auto-Callable Securities due August 1, 2030

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, index supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.

Terms
Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Underlier:	S&P® 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4)
Automatic early redemption:	If, on any redemption determination date, the closing level of the underlier is greater than or equal to the call threshold level, the securities will be automatically redeemed. No further payments will be made on the securities once they have been automatically redeemed.
Call threshold level:	100% of the initial level
Redemption determination dates:	Beginning after 1 year, monthly
Contingent coupon:	9.25% to 10.25% per annum, with a memory feature. See the accompanying preliminary pricing supplement.
Coupon payment dates:	Monthly
Coupon barrier level:	60% of the initial level
Buffer amount:	15% (85% maximum loss)1
Pricing date:	July 28, 2025
Final observation date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778NBK6
Estimated value:	$898.90 per security, or within $48.90 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034719/ms9065_424b2-18943.htm
1All payments are subject to our credit risk

 

Hypothetical Payment at Maturity1 (if the securities have not been automatically redeemed)
% Change in Closing Level of the Underlier	Payment at Maturity per Security (excluding any contingent coupon payable at maturity)
+100.00%	$1,000.00
+80.00%	$1,000.00
+60.00%	$1,000.00
+40.00%	$1,000.00
+20.00%	$1,000.00
0.00%	$1,000.00
-10.00%	$1,000.00
-15.00%	$1,000.00
-16.00%	$990.00
-20.00%	$950.00
-40.00%	$750.00
-60.00%	$550.00
-80.00%	$350.00
-100.00%	$150.00

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.

Underlier(s)

For more information about the underlier(s), including historical performance information, see the accompanying preliminary pricing supplement.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

Risks Relating to an Investment in the Securities

●The securities provide for only the minimum payment at maturity.

●The securities do not provide for the regular payment of interest.

●Payment of the contingent coupon is based on the closing level of the underlier on only the related observation date at the end of the related interest period.

●Investors will not participate in any appreciation in the value of the underlier.

●The securities are subject to early redemption risk.

●The market price of the securities may be influenced by many unpredictable factors.

●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.

●As a finance subsidiary, MSFL has no independent operations and will have no independent assets.

●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.

●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.

●The securities will not be listed on any securities exchange and secondary trading may be limited.

●As discussed in more detail in the accompanying product supplement, investing in the securities is not equivalent to investing in the underlier(s).

●The U.S. federal income tax consequences of an investment in the securities are uncertain.

Risks Relating to the Underlier(s)

●No assurance can be given that the investment strategy used to construct the underlier will achieve its intended results or that the underlier will be successful or will outperform any alternative index or strategy that might reference the futures contract.

●The decrement of 4% per annum will adversely affect the performance of the underlier in all cases, whether the underlier appreciates or depreciates. The underlier includes a decrement feature, whereby 4% per annum is deducted daily from the level of the underlier.

●The underlier is subject to risks associated with the use of significant leverage.

●The underlier may not be fully invested.

●The underlier was established on August 30, 2024 and therefore has very limited operating history.

●As the underlier is new and has very limited historical performance, any investment in the underlier may involve greater risk than an investment in an index with longer actual historical performance and a proven track record.

●Adjustments to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index could adversely affect the value of the securities.

●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.

oHigher future prices of a futures contract to which the underlier is linked relative to its current prices may adversely affect the value of the underlier and the value of the securities.

oSuspensions or disruptions of market trading in futures markets could adversely affect the value of the securities.

oLegal and regulatory changes could adversely affect the return on and value of the securities.

Risks Relating to Conflicts of Interest

●The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.

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

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Additional Information About the Securities–United States federal income tax considerations” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.