[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, with a full guarantee from Morgan Stanley (NYSE: MS), is marketing BAUSE5X Step-Up Jump Notes with an Auto-Callable Feature that mature on August 2, 2032. The notes are linked to the BlackRock Adaptive U.S. Equity 5% Index ("BAUSE5X").

Key terms include: (1) Issue price of $1,000 per note; (2) Pricing date: July 28 2025; (3) Maturity: 7-year tenor; (4) Estimated value: $927 (±$55), reflecting upfront fees and hedging costs; (5) No periodic coupons; (6) Principal repayment floor: investors receive at least the stated principal at maturity, regardless of index performance, provided Morgan Stanley remains solvent.

Auto-call mechanics: Beginning July 28 2026, the notes are evaluated annually. If the BAUSE5X closes at or above the specified Call Threshold (starting at 101.25% and stair-stepping to 107.50% of the initial level), the notes are redeemed early for a fixed step-up payment that rises from ≥$1,105 to ≥$1,630 per note. If not called, holders retain exposure until maturity, where payouts vary from $1,000 (flat/down index) up to $1,600 when the index is ≥60% above its initial level.

Risk highlights (summarised from the supplement): credit risk of Morgan Stanley; illiquidity (no exchange listing); zero coupon; limited upside if auto-called; economic value 7.3% below issue price; performance tied to a young, volatility-targeted index launched in March 2023 that applies a 0.50% daily decrement.

Investors should read the full preliminary pricing supplement (SEC link provided) for complete terms, tax treatment, and detailed risk factors before considering an investment.

Positive

• Principal protected: Investors receive at least the $1,000 face value at maturity, regardless of index performance.
• Step-up call premiums ranging from 10.5% to 63% total provide predefined upside if the index meets call levels.
• Index diversification: Underlier is a rules-based, volatility-targeted equity index designed to smooth returns.

Negative

• Estimated value 7.3% below issue price indicates significant fees and negative carry.
• No periodic interest; investors earn nothing if the note is never called and index is flat/negative.
• Credit risk: Payments depend on Morgan Stanley’s ability to pay; no FDIC/ collateral support.
• Illiquidity: Unlisted security may trade at discounts; secondary market may be limited.
• Auto-call limits upside; best returns require early redemption, otherwise capped at $1,600 (60% index gain).
• Underlying index is new (March 2023 start) with limited performance history and daily 0.50% decrement.

Insights

Structured-Products Analyst

TL;DR: Callable note offers capped step-up returns and principal protection but embeds credit, liquidity and value drag risks; impact neutral on MS.

The BAUSE5X Step-Up Jump Note is a typical retail-focused yield replacement instrument. Its appeal lies in (i) full principal repayment at maturity and (ii) escalating call premiums (10.5% simple per annum if redeemed year 2). However, investors sacrifice current income, face reinvestment risk if called, and pay an estimated 7.3% structuring premium (issue price vs. $927 model value). Upside is capped at 63% (including call schedule) versus uncapped equity participation, while downside beyond principal loss is transferred to Morgan Stanley's balance sheet—making credit quality paramount. From Morgan Stanley's perspective, the issuance is routine funding with embedded hedging; it is not material to the firm's financials. Overall market impact: neutral.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,074

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

BAUSE5X Step-Up Jump Notes with Auto-Callable Feature due August 2, 2032

This document provides a summary of the terms of the notes. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product 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:	BlackRock Adaptive U.S. Equity 5% Index (“BAUSE5X”)
Automatic early redemption:	Determination date:		Call threshold level:	Early redemption payment (per note):
	#1	July 28, 2026	101.25% of the initial level	At least $1,105.00
	#2	July 28, 2027	102.50% of the initial level	At least $1,210.00
	#3	July 28, 2028	103.75% of the initial level	At least $1,315.00
	#4	July 30, 2029	105.00% of the initial level	At least $1,420.00
	#5	July 29, 2030	106.25% of the initial level	At least $1,525.00
	#6	July 28, 2031	107.50% of the initial level	At least $1,630.00
Pricing date:	July 28, 2025
Observation date:	July 28, 2032
Maturity date:	August 2, 2032
CUSIP:	61778NBM2
Estimated value:	$927.00 per note, or within $55.00 of that estimate

Preliminary pricing supplement: https://www.sec.gov/Archives/edgar/data/895421/000183988225035588/ms9074_424b2-19359.htm

1All payments are subject to our credit risk

Hypothetical Examples

Automatic Early Redemption1
Determination Date	% Change in Closing Level of the Underlier		Early Redemption Payment (per note)
#1	-20%		--
#2	+20%		$1,210.00*
The notes are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,210.00 per note on the related early redemption date.
Hypothetical Payment at Maturity1 (if the notes have not been automatically redeemed prior to maturity)
% Change in Closing Level of the Underlier		Payment at Maturity (per Note)
+60.00%		$1,600.00
+40.00%		$1,400.00
+20.00%		$1,200.00
0.00%		$1,000.00
-20.00%		$1,000.00
-40.00%		$1,000.00
-60.00%		$1,000.00
-80.00%		$1,000.00
-100.00%		$1,000.00

*Assumes a call return of 10.50% per annum

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.

●If the notes are automatically redeemed prior to maturity, the appreciation potential of the notes is limited by the fixed early redemption payment specified for each determination date.

●The notes are subject to early redemption risk.

●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.

●There are risks associated with the BlackRock Adaptive U.S. Equity 5% Index.

oThe level of the BlackRock Adaptive U.S. Equity 5% Index can go down as well as up.

oLow volatility in the BlackRock Adaptive U.S. Equity 5% Index is not synonymous with low risk in an investment linked to the BlackRock Adaptive U.S. Equity 5% Index.

oWhile the BlackRock Adaptive U.S. Equity 5% Index has a target volatility of 5%, there can be no guarantee, even though the BlackRock Adaptive U.S. Equity 5% Index is rebalanced daily, that the realized volatility of the BlackRock Adaptive U.S. Equity 5% Index will not be less than or greater than 5%.

oThere can be no assurance that the actual volatility of the BlackRock Adaptive U.S. Equity 5% Index will be lower than the volatility of any or all of the BAUSE5X Index Constituents.

oThe volatility-targeting feature of the BlackRock Adaptive U.S. Equity 5% Index may dampen its performance in bullish markets.

oThe value of the BlackRock Adaptive U.S. Equity 5% Index and any instrument linked to the BlackRock Adaptive U.S. Equity 5% Index may increase or decrease due to a number of factors, many of which are beyond our control.

oNo assurance can be given that the investment strategy used to construct the BlackRock Adaptive U.S. Equity 5% Index will achieve its intended results or that the BlackRock Adaptive U.S. Equity 5% Index will be successful or will outperform any alternative index or strategy that might reference the BAUSE5X Index Constituents.

oChanges in the value of the BAUSE5X Index Constituents may offset each other.

oThe BlackRock Adaptive U.S. Equity 5% Index was established on March 13, 2023, and therefore has limited actual operating history.

oAs the BlackRock Adaptive U.S. Equity 5% Index is new and has limited actual historical performance, any investment in the BlackRock Adaptive U.S. Equity 5% Index may involve greater risk than an investment in an index with longer actual historical performance and a proven track record.

oThe daily decrement of 0.50% per annum and the Interest Rate Reduction will adversely affect the performance of the BlackRock Adaptive U.S. Equity 5% Index in all cases, whether the BlackRock Adaptive U.S. Equity 5% Index appreciates or depreciates.

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 underlying index for Morgan Stanley’s BAUSE5X Step-Up Jump Notes?

The notes track the BlackRock Adaptive U.S. Equity 5% Index (BAUSE5X), a rules-based, volatility-targeted equity benchmark.

How does the auto-call feature work on MS BAUSE5X notes?

Starting July 28 2026, if BAUSE5X closes ≥101.25% of its initial level (thresholds step up annually), the note is redeemed for a fixed premium that rises from ≥$1,105 to ≥$1,630.

Do MS BAUSE5X Step-Up Jump Notes pay interest?

No. They do not pay periodic coupons; returns come solely from auto-call premiums or the final payment at maturity.

What is the estimated value versus the issue price of the notes?

Morgan Stanley estimates the fair value at $927 per $1,000 note (within ±$55), reflecting distribution, hedging and structuring costs.

Are investors exposed to market loss on the BAUSE5X index?

Market declines do not reduce principal; the minimum payment is $1,000, but investors give up upside and bear Morgan Stanley credit risk.

Is there secondary market liquidity for these notes?

The notes will not be listed on any exchange. Morgan Stanley may provide limited secondary trading but at prices reflecting market and credit factors.