[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC announces Auto-Callable Buffered Downside Securities linked to SPDR S&P Homebuilders ETF, due June 29, 2028. The securities, priced at $1,000 per unit with CUSIP 61778NAN1, feature automatic call triggers if fund price exceeds 90% of starting price on calculation dates. Call premiums range from 9.15% to 27.45%. Key features include principal-at-risk structure, no interest payments, and full Morgan Stanley guarantee. The estimated security value at pricing is $952.40. Notable risks include limited appreciation potential, market price volatility, credit risk, and sector concentration in homebuilding. Securities will not be exchange-listed, with limited secondary trading. Wells Fargo Securities and Morgan Stanley & Co. LLC serve as agents, with Wells Fargo receiving up to $25.75 commission per security.

Positive

• Auto-callable feature with potential returns of up to 27.45% if called on the final calculation day
• 90% downside protection buffer, limiting potential losses if the underlying falls below threshold price
• Backed by Morgan Stanley's credit guarantee, providing institutional backing
• Multiple early call opportunities starting July 2026 with progressive call premiums from 9.15% to 27.45%

Negative

• No interest payments or dividends during the security's term
• Limited upside potential capped at predetermined call premiums even if underlying performs significantly better
• Estimated initial value ($952.40) is less than the face amount ($1,000), representing a 4.76% premium
• Exposure to concentrated risk in homebuilding sector which can be volatile
• Securities will not be listed on exchanges, limiting secondary market liquidity
• Subject to Morgan Stanley's credit risk and potential loss of principal if underlying falls more than 10%

Morgan Stanley Finance LLC Structured Investments Free Writing Prospectus to Preliminary Pricing Supplement No. 9,042 Filed pursuant to Rule 433 Registration Statement Nos. 333-275587; 333-275587-01 June 23, 2025

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the SPDR® S&P® Homebuilders ETF due June 29, 2028

Fully and Unconditionally Guaranteed by Morgan Stanley

Summary of terms

Issuer and guarantor	Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor)
Market measure	SPDR® S&P® Homebuilders ETF (the “underlying”)
Pricing date*	June 26, 2025
Original issue date*	July 1, 2025
Face amount	$1,000 per security
Automatic call	If, on any calculation day, beginning on July 1, 2026, the fund closing price of the underlying is greater than or equal to the call threshold price, the securities will be automatically called for the applicable call payment on the related call settlement date.
Calculation days* and call premiums	Calculation Day Call Premium† July 1, 2026 At least 9.15% of the face amount January 4, 2027 At least 13.725% of the face amount July 1, 2027 At least 18.30% of the face amount January 3, 2028 At least 22.875% of the face amount June 26, 2028 (the “final calculation day”) At least 27.45% of the face amount †to be determined on the pricing date
Call settlement dates	Three business days after the applicable calculation day; provided that the call settlement date for the final calculation day is the maturity date.
Maturity payment amount (per security)	If the securities are not automatically called, you will be entitled to receive on the maturity date a cash payment per security as follows: if the ending price is less than the threshold price:
Maturity date*	June 29, 2028
Fund closing price:	The “fund closing price” for one share of the underlying (or one unit of any other security for which a fund closing price must be determined) on any trading day means the product of (i) the official closing price on such day published by the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the underlying (or any such other security) is listed or admitted to trading, and (ii) the adjustment factor on such trading day.
Starting price	The fund closing price on the pricing date
Ending price	The fund closing price on the final calculation day
Adjustment factor	1.0, subject to adjustment in the event of certain events affecting the underlying
Call threshold price	90% of the starting price
Threshold price	90% of the starting price
Calculation agent	Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor
Denominations	$1,000 and any integral multiple of $1,000
Agent discount**	Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $25.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $20.00 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA.
CUSIP	61778NAN1
Tax considerations	See preliminary pricing supplement

Hypothetical Payout Profile***

***assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date

If the securities are not automatically called and the ending price is less than the threshold price, you will receive less, and up to 90% less, than the face amount of your securities at maturity.

Any positive return on the securities will be limited to the applicable call premium, even if the fund closing price of the underlying on the applicable calculation day significantly exceeds its call threshold price. You will not participate in any appreciation of the underlying.

The face amount 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 per security. We estimate that the value of each security on the pricing date will be approximately $952.40, or within $30.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement for further information.

This document provides a summary of the terms of the securities. Investors should carefully review the accompanying preliminary pricing supplement referenced below, product supplement for principal at risk securities and prospectus, and the “Selected risk considerations” on the following page, before making a decision to invest in the securities.

Preliminary pricing supplement:

https://www.sec.gov/Archives/edgar/data/895421/000183988225034202/ms9042_424b2-18546.htm

*subject to change

** In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services.

The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Selected risk considerations” in this term sheet and “Risk Factors” in the accompanying preliminary pricing supplement. All payments on the securities are subject to our credit risk.

This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.

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.

Selected risk considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement, product supplement for principal at risk securities and prospectus. Please review those risk factors carefully.

Risks Relating to an Investment in the Securities

●The securities do not pay interest or guarantee the return of the face amount of your securities at maturity.

●The appreciation potential of the securities is limited by the call payment specified for each calculation day.

●The market price will 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.

●Investing in the securities is not equivalent to investing in the underlying or the stocks composing the fund underlying index.

●Reinvestment risk.

●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 face amount reduce the economic terms of the securities, cause the estimated value of the securities to be less than the face amount 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.

●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.

●The maturity date may be postponed if the final calculation day is postponed.

●Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates.

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

Risks Relating to the Underlying

●Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the homebuilding sector.

●The performance and market price of the underlying, particularly during periods of market volatility, may not correlate with the performance of the fund underlying index, the performance of the component securities of the fund underlying index or the net asset value per share of the underlying.

●Adjustments to the underlying or the fund underlying index could adversely affect the value of the securities.

●The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the shares of the underlying.

●Historical prices of the underlying should not be taken as an indication of the future performance of the underlying during the term of the securities.

For more information about the underlying, including historical performance information, see the accompanying preliminary pricing supplement.

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the applicable product supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the applicable product supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the applicable product supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.

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FAQ

What is the maturity date and face value of MS's new auto-callable securities linked to SPDR S&P Homebuilders ETF?

The securities have a maturity date of June 29, 2028, and a face value of $1,000 per security. The original issue date is July 1, 2025.

What are the automatic call conditions for MS's new structured product (CUSIP: 61778NAN1)?

The securities will be automatically called if on any calculation day starting July 1, 2026, the fund closing price is greater than or equal to 90% of the starting price (call threshold price), with call premiums ranging from at least 9.15% to 27.45% of face amount.

What is the estimated value of MS's new structured notes compared to their face value?

Morgan Stanley estimates the value of each security on the pricing date will be approximately $952.40 (or within $30.00 of that estimate), which is less than the $1,000 face value due to costs associated with issuing, selling, structuring and hedging.

What are the key risks of MS's new auto-callable securities linked to homebuilders ETF?

Key risks include: no guaranteed return of face amount, limited appreciation potential, credit risk of Morgan Stanley, no direct investment in underlying ETF, and exposure to homebuilding sector concentration risk. The securities do not pay interest and are not FDIC insured.

What fees and commissions are associated with MS's new structured product offering?

Wells Fargo Securities will receive a commission of up to $25.75 per security, dealers may receive a selling concession up to $20.00, WFA may receive a $0.75 distribution fee per security, and selected dealers may receive up to 0.30% for marketing services.