New Morgan Stanley Investment Note Offers Protected S&P 500 Exposure Until 2031

Rhea-AI Filing Summary

Morgan Stanley Finance LLC has announced SPX Market-Linked Notes due January 16, 2031, offering investors exposure to S&P 500® Index performance with principal protection. Key features include:

• 100% participation rate in index gains up to a maximum payment of $1,420 per note (142% of principal)
• Principal protection against market downside - minimum payment of $1,000 per note regardless of index performance
• Estimated value of $939.90 per note
• 5.5-year term from July 2025 to January 2031

Notable risks include: no interest payments, limited upside potential due to payment cap, credit risk of Morgan Stanley as guarantor, and value determined only at maturity. The notes offer conservative investors participation in S&P 500 gains while protecting against losses, though opportunity cost exists in strong bull markets due to the 142% payment cap.

Positive

• Downside protection with minimum payment of $1,000 per note regardless of index performance
• 100% participation rate in S&P 500 index gains up to 42% maximum return
• Maximum potential return of 42% ($1,420 per note) over 5.5-year term

Negative

• Returns capped at 42% regardless of index performance above that level
• No periodic interest payments during the 5.5-year term
• Notes are subject to Morgan Stanley's credit risk
• Estimated initial value ($939.90) is significantly below the issue price, indicating high embedded costs

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,072

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPX Market-Linked Notes due January 16, 2031

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:	$1,420 per note (142% of the stated principal amount)
Pricing date:	July 11, 2025
Observation date:	January 13, 2031
Maturity date:	January 16, 2031
CUSIP:	61778NBT7
Estimated value:	$939.90 per note, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034523/ms9072_424b2-18820.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%	$1,420.00
+80.00%	$1,420.00
+60.00%	$1,420.00
+42.00%	$1,420.00
+40.00%	$1,400.00
+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

 

 

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 at maturity for MS's SPX Market-Linked Notes due January 2031?

The maximum payment at maturity is $1,420 per note, which represents 142% of the stated principal amount. This cap applies even if the S&P 500 Index increases by more than 42%.

What is the participation rate for Morgan Stanley's (MS) new SPX Market-Linked Notes?

The participation rate for the SPX Market-Linked Notes is 100%, meaning investors participate fully in the index's positive performance up to the maximum payment cap of 142%.

What is the estimated value of MS's newly issued SPX Market-Linked Notes?

The estimated value of the notes is $939.90 per note, or within $55.00 of that estimate. This is notably less than the principal amount, reflecting costs associated with issuing, selling, structuring, and hedging the notes.

When do MS's new SPX Market-Linked Notes mature and what are the key dates?

The notes mature on January 16, 2031, with a pricing date of July 11, 2025, and an observation date of January 13, 2031. The final payment is determined based on the S&P 500 Index performance on the observation date.

What happens if the S&P 500 Index declines for MS's Market-Linked Notes?

According to the payment table, if the S&P 500 Index declines (showing negative % change), investors will receive the stated principal amount of $1,000 per note at maturity. This shows principal protection against market downside.