[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering SPX Market-Linked Notes due August 3, 2028. The notes give investors 100% upside participation in the S&P 500 Index (SPX) but cap total return at 120%-121% of principal. If the index declines, investors still receive the $1,000 principal at maturity, providing full downside protection provided Morgan Stanley meets its obligations.

Key economic terms

• Participation rate: 100%
• Maximum payment: $1,200-$1,210 per note
• Pricing date / Observation date: July 31 2025 / July 31 2028
• Maturity: August 3 2028 (3-year term)
• Estimated value: $971.70 (≈97% of issue price), reflecting dealer charges and hedging costs
• CUSIP: 61778NFT3

The hypothetical payoff table shows that any SPX gain up to 20% yields a proportional increase in redemption value; gains above 20% are capped at the maximum payment. Any negative SPX performance still results in full repayment of principal, but the notes pay no periodic interest.

Material risks highlighted

• Limited upside: returns above 20-21% are forfeited.
• No secondary-market listing; liquidity may be limited and pricing opaque.
• Credit risk: payments depend on Morgan Stanley’s ability to pay; the notes are unsecured and unsubordinated.
• Valuation discount: the $971.70 estimated value is below the $1,000 issue price, implying an initial cost to investors of roughly 2.8-3%.
• Tax: investors may recognize taxable income annually despite no cash distributions.

Prospective buyers should review the preliminary pricing supplement (SEC link provided) and the detailed “Risk Factors” before investing.

Positive

• Full principal protection at maturity mitigates downside market risk.
• 100% participation rate provides dollar-for-dollar exposure to SPX gains up to the cap.
• Short 3-year tenor may align with medium-term asset-allocation horizons.

Negative

• Upside capped at 20-21%, limiting participation in strong equity rallies.
• No interest payments; opportunity cost versus coupon-bearing alternatives.
• Estimated value of $971.70 implies ~3% initial fee drag.
• Issuer credit risk; principal protection depends on Morgan Stanley’s solvency.
• Limited secondary liquidity due to absence of exchange listing.

Insights

Structured Products Analyst

TL;DR: Principal protected note offers 20% capped upside, 0% floor, but carries credit risk and 3% issue premium—neutral overall.

These three-year notes replicate a zero-coupon bond issued by Morgan Stanley plus a long call option on the S&P 500 with a 20% cap. Full principal protection is attractive for risk-averse investors seeking equity exposure, and the 100% participation rate compares favorably with typical 60-80% offerings. However, the maximum 20-21% return limits participation should the index rally strongly. The ~3% issue premium (issue price minus estimated value) represents embedded fees that erode expected return. Absence of coupons and limited liquidity further reduce appeal. From the issuer’s perspective, this is routine funding, so I classify market impact as neutral.

Portfolio Manager

TL;DR: Product suits capital-preservation mandates; upside cap and single-name credit risk temper enthusiasm—impact not material to MS equity.

For an end-client allocation, the note can replace part of a bond sleeve while adding conditional equity beta. Yet the cap prohibits meaningful participation in strong bull markets, and the 0% floor offers no yield versus Treasuries. Liquidity risk is high because the notes are not exchange-listed; any exit before 2028 will be at dealer discretion, likely at a discount. From an MS shareholder viewpoint, issuance volume is immaterial to earnings. Overall effect: not impactful.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,176

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPX Market-Linked Notes due August 3, 2028

This document provides a summary of the terms of the notes. 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® Index (SPX)
Participation rate:	100%
Maximum payment at maturity:	$1,200 to $1,210 per note (120% to 121% of the stated principal amount)
Pricing date:	July 31, 2025
Observation date:	July 31, 2028
Maturity date:	August 3, 2028
CUSIP:	61778NFT3
Estimated value:	$971.70 per note, or within $45.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035980/ms9176_424b2-19669.htm

1All payments are subject to our credit risk

Hypothetical Payment at Maturity1

The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the underlier over the term of the notes.

% Change in Closing Level of the Underlier	Payment at Maturity per Note
+100.00%	$1,200.00*
+80.00%	$1,200.00*
+60.00%	$1,200.00*
+40.00%	$1,200.00*
+20.00%	$1,200.00
+10.00%	$1,100.00
0.00%	$1,000.00
-20.00%	$1,000.00
-40.00%	$1,000.00
-60.00%	$1,000.00
*Assumes a maximum payment at maturity of $1,200 per note.

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 Notes

●The notes may not pay more than the stated principal amount at maturity.

●The notes do not pay interest.

●The appreciation potential of the notes is limited by the maximum payment at maturity.

●The amount payable on the notes is not linked to the value of the underlier at any time other than the observation date.

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

●The notes 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 notes.

●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 notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes to be less than the original issue price and will adversely affect secondary market prices.

●The estimated value of the notes 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 notes 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 notes is not equivalent to investing in the underlier(s).

●You may be required to recognize taxable income on the notes prior to maturity.

Risks Relating to the Underlier(s)

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

oAdjustments to an underlying index could adversely affect the value of the notes.

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 notes.

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

Tax Considerations

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

FAQ

What is the maximum payment on Morgan Stanley's SPX Market-Linked Notes (CUSIP 61778NFT3)?

The maximum payment is $1,200-$1,210 per $1,000 note, equal to 120-121% of principal.

Are these Morgan Stanley notes principal-protected?

Yes. At maturity investors receive at least the full $1,000 principal, regardless of S&P 500 performance, subject to Morgan Stanley’s credit risk.

Do the notes pay periodic interest or coupons?

No. No interest is paid; all return, if any, is delivered at maturity.

Why is the estimated value only $971.70 versus the $1,000 issue price?

The $971.70 reflects modelled fair value after dealer costs and hedging; the difference represents issuance and structuring fees borne by investors.

How liquid are the SPX Market-Linked Notes in the secondary market?

The notes will not be listed on any exchange; secondary trading is limited to dealer bids and may involve significant discounts.

What tax considerations apply to these Morgan Stanley notes?

Investors may have to recognize taxable income annually; consult the preliminary pricing supplement and a tax adviser.