[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance announces AMD Contingent Income Auto-Callable Securities due July 14, 2028, offering a unique investment product tied to AMD's common stock performance. The securities feature:

• Contingent coupon rate of 11.75% to 12.75% per annum, paid monthly
• Automatic early redemption if AMD stock closes at or above 100% of initial level on monthly determination dates
• Downside protection until AMD stock falls below 60% of initial level
• Estimated value of $950.70 per security

Key risks include: no guaranteed principal return, contingent interest payments, early redemption risk, and credit risk of Morgan Stanley. The securities will not be listed on exchanges, limiting secondary market trading. The investment does not provide participation in AMD stock appreciation beyond coupon payments. The coupon barrier and downside threshold are both set at 60% of initial level, offering some downside protection while maintaining monthly income potential.

Positive

• Attractive contingent coupon rate of 11.75% to 12.75% per annum, significantly higher than typical fixed-income yields
• Monthly coupon payment frequency offers regular income potential if conditions are met
• Relatively conservative call threshold level at 100% of initial level provides potential early redemption at par

Negative

• No principal protection - investors can lose up to 100% of investment if underlier falls below 60% threshold
• Capped upside potential - investors don't participate in AMD stock appreciation beyond coupon payments
• Significant credit risk exposure to Morgan Stanley as issuer and guarantor
• Estimated value ($950.70) is notably below the issue price, indicating substantial embedded costs
• Limited secondary market liquidity as securities won't be listed on any exchange

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,149

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

Dated June 27, 2025; Filed pursuant to Rule 433

Morgan Stanley

AMD Contingent Income Auto-Callable Securities due July 14, 2028

This document provides a summary of the terms of the securities. 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:	Advanced Micro Devices, Inc. common stock (AMD)
Automatic early redemption:	If, on any redemption determination date, the closing level of the underlier is greater than or equal to the call threshold level, the securities will be automatically redeemed. No further payments will be made on the securities once they have been automatically redeemed.
Call threshold level:	100% of the initial level
Redemption determination dates:	Beginning after 6 months, monthly
Contingent coupon:	11.75% to 12.75% per annum
Coupon payment dates:	Monthly
Coupon barrier level:	60% of the initial level
Downside threshold level:	60% of the initial level
Pricing date:	July 11, 2025
Final observation date:	July 11, 2028
Maturity date:	July 14, 2028
CUSIP:	61778NEN7
Estimated value:	$950.70 per security, or within $45.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035324/ms9149_424b2-19254.htm
1All payments are subject to our credit risk

Hypothetical Payment at Maturity1 (if the securities have not been automatically redeemed)
% Change in Closing Level of the Underlier	Payment at Maturity per Security (excluding any contingent coupon payable at maturity)
+100.00%	$1,000.00
+80.00%	$1,000.00
+60.00%	$1,000.00
+40.00%	$1,000.00
+20.00%	$1,000.00
0.00%	$1,000.00
-20.00%	$1,000.00
-40.00%	$1,000.00
-41.00%	$590.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00

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 Securities

●The securities do not guarantee the return of any principal.

●The securities do not provide for the regular payment of interest.

●Payment of the contingent coupon is based on the closing level of the underlier on only the related observation date at the end of the related interest period.

●Investors will not participate in any appreciation in the value of the underlier.

●The securities are subject to early redemption risk.

●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.

oWe have no affiliation with any underlying stock issuer.

oWe may engage in business with or involving any underlying stock issuer without regard to your interests.

oThe anti-dilution adjustments the calculation agent is required to make do not cover every corporate event that could affect an underlying stock.

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 contingent coupon rate for MS's AMD-linked securities due July 2028?

The contingent coupon rate for Morgan Stanley's AMD-linked securities is 11.75% to 12.75% per annum, paid monthly, subject to the underlying stock meeting certain threshold conditions.

What is the automatic redemption threshold for MS's AMD-linked structured notes?

The securities will be automatically redeemed if AMD's closing price is greater than or equal to 100% of the initial level on any monthly redemption determination date, starting after 6 months from issuance.

What is the downside protection level for MS's AMD-linked notes issued in July 2025?

The downside threshold level is set at 60% of the initial level. If AMD's stock price falls below this level at maturity, investors will be fully exposed to the negative performance of the stock.

What is the estimated value per security for MS's AMD-linked structured notes (CUSIP: 61778NEN7)?

The estimated value is $950.70 per security, or within $45.00 of that estimate, which is less than the issue price due to various factors including costs associated with issuing, selling, structuring and hedging the securities.

When do MS's AMD-linked contingent income auto-callable securities mature?

The securities are scheduled to mature on July 14, 2028, with the final observation date being July 11, 2028, unless they are automatically redeemed earlier.