[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing Worst-of SPX and RTY Trigger Jump Securities (CUSIP 61778NEB3) that mature on August 1, 2030. Each $1,000 security offers a fixed upside payment of $375–$425 (37.50%–42.50%) if, on the single observation date (July 29, 2030), the worst performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY) is at or above its initial level, or has not declined by more than 35%. If the worst underlier closes below the 65% downside threshold, principal is lost 1-for-1 on the decline and can reach zero. No periodic coupons are paid.

The preliminary estimated value is $922 (±$55) per $1,000 note, reflecting dealer margins and hedging costs. The notes will not be listed, and secondary liquidity may be limited. All payments are subject to Morgan Stanley’s credit risk; MS Finance LLC is a finance subsidiary with no independent operations.

Key terms

• Issuer: Morgan Stanley Finance LLC; Guarantor: Morgan Stanley
• Underliers: SPX & RTY (worst-of)
• Pricing date: July 28, 2025; Maturity: August 1, 2030
• Downside threshold: 65% of initial level for each index
• Maximum payoff: $1,375–$1,425 per $1,000 note (depending on final pricing)

Risk highlights

• No principal protection and no interim interest
• Performance measured only on the single final observation date
• Estimated value is below issue price, implying an initial economic loss to investors
• Credit exposure to Morgan Stanley; notes are unsecured and unsubordinated
• Unlisted security; resale value influenced by market and credit factors

Positive

• Fixed upside of 37.5%–42.5% if the worst index is no worse than −35% at maturity, providing higher potential return than many traditional fixed-income products.
• Exposure to two major U.S. equity indices allows participation in broad market gains while requiring no upfront equity investment.

Negative

• No principal protection and no periodic interest; investors can lose the entire $1,000 principal per note if either index falls ≥35%.
• Worst-of structure increases probability of loss versus single-index products.
• Estimated value ($922) is below issue price, indicating an immediate economic cost and potential secondary market discount.
• Unsecured credit exposure to Morgan Stanley; repayment depends on issuer’s ability to pay.
• Illiquidity risk due to absence of exchange listing; bid/offer spreads may be wide.

Insights

Structured Products Analyst

TL;DR – Routine structured note offering; offers capped return but carries full downside and issuer credit risk.

The Trigger Jump Security provides an attractive fixed upside if either SPX or RTY is no worse than -35% in five years, but the worst-of feature magnifies downside probability. The 65% barrier is moderate relative to historical drawdowns, and the lack of interim protection means a single bad print at maturity destroys principal. The preliminary fair value (≈92% of par) shows a 8% issuance premium, typical for retail notes and a direct cost to investors. Credit quality is investment-grade, yet spread widening would impair secondary price. From Morgan Stanley’s perspective, the product is a low-cost liability and hedging opportunity; for investors it is a high-risk, capped-reward bet on market stability.

Credit Risk Analyst

TL;DR – Investor faces unsecured exposure to MS; product adds no credit enhancement.

Because MS Finance LLC is a pass-through, repayment hinges entirely on Morgan Stanley’s senior unsecured credit. Although current ratings are strong, the 5-year tenor spans multiple credit cycles. With no collateral and no listing, recovery in distress could be limited. Investors should weigh the 37.5%–42.5% capped upside against potential 100% loss from either index collapse or issuer default. The note’s structure is therefore not materially positive or negative for MS shareholders, but is a significant risk-return trade-off for buyers.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,136

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of SPX and RTY Trigger Jump 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
Underliers:	S&P 500® Index (SPX) and Russell 2000® Index (RTY)
Upside payment:	$375 to $425 per security (37.50% to 42.50% of the stated principal amount)
Downside threshold level:	65% of the initial level for each underlier
Pricing date:	July 28, 2025
Observation date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778NEB3
Estimated value:	$922.00 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035636/ms9136_424b2-19390.htm

1All payments are subject to our credit risk

Hypothetical Payment at Maturity1 The payment at maturity will be based solely on the performance of the worst performing underlier, which could be either underlier. The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the worst performing underlier over the term of the securities.
% Change in Closing Level of the Worst Performing Underlier	Payment at Maturity per Security
+100.00%	$2,000.00
+80.00%	$1,800.00
+60.00%	$1,600.00
+37.50%	$1,375.00
+20.00%	$1,375.00*
0.00%	$1,375.00*
-20.00%	$1,000.00
-35.00%	$1,000.00
-36.00%	$640.00
-40.00%	$600.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00
*Assumes an upside payment of $375 per security

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 do not guarantee the return of any principal and do not pay interest.

●The amount payable on the securities is not linked to the values of the underliers at any time other than the observation date.

●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)

●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.

oYou are exposed to the price risk of each underlier.

oBecause the securities are linked to the performance of the worst performing underlier, you are exposed to a greater risk of not receiving a positive return on the securities and/or sustaining a significant loss on your investment than if the securities were linked to just one underlier.

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

●The securities are subject to risks associated with small-capitalization companies.

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.

FAQ

What is the upside payment on Morgan Stanley (MS) Trigger Jump Securities?

At maturity you receive your $1,000 principal plus an additional $375–$425, provided the worst underlier is above 65% of its initial level.

How is my principal protected in these MS structured notes?

It is not protected; if the worst underlier closes below 65% of its initial level, you lose principal 1-for-1 on the decline, potentially the entire amount.

Which indices determine the payout of these securities?

The payout is based on the worst performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY) on July 29, 2030.

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

Morgan Stanley estimates the value at $922 ± $55, reflecting dealer compensation and hedging costs.

Are the Trigger Jump Securities listed on an exchange?

No. They will not be listed; secondary trading is limited and prices may be influenced by market and credit factors.

What credit risk do investors bear with these MS notes?

Payments rely on Morgan Stanley’s ability to pay; the notes are unsecured and rank equally with other senior debt.