New Morgan Stanley Structured Note Offers Protected Exposure to Vertiv Stock

Rhea-AI Filing Summary

Morgan Stanley Finance LLC has announced VRT Enhanced Trigger Jump Securities due December 31, 2026, linked to Vertiv Holdings Co class A common stock (VRT). The securities offer a fixed upside payment of $295.50 per security (29.55% return) if the underlier's closing price remains above the 60% downside threshold level.

Key features include:

• Principal amount: $1,000 per security
• Estimated value: $958.90 per security
• No interest payments
• Full downside exposure if underlier falls below 60% threshold
• Fixed upside potential regardless of underlier's positive performance

Notable risks include credit risk of Morgan Stanley (guarantor), limited appreciation potential, no principal protection, and potential illiquidity in secondary markets. The securities will not be listed on any exchange. Tax consequences are described as uncertain, and investors are advised to consult tax advisers.

Positive

• Upside potential offers fixed 29.55% return ($295.50 per $1,000 security) if the underlying stock stays above 60% of initial level
• Downside protection buffer shields investors from losses until Vertiv Holdings (VRT) stock falls below 60% of initial value

Negative

• Maximum return is capped at 29.55% regardless of how well the underlying stock performs
• No principal protection - potential for complete loss of investment if underlying stock falls to zero
• No periodic interest payments during the 18-month term
• Credit risk exposure to Morgan Stanley as guarantor
• Limited secondary market liquidity as securities won't be listed on exchanges

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,076

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

VRT Enhanced Trigger Jump Securities due December 31, 2026

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:	Vertiv Holdings Co class A common stock (VRT)
Upside payment:	$295.50 per security (29.55% of the stated principal amount)
Downside threshold level:	60% of the initial level
Pricing date:	June 26, 2025
Observation date:	December 28, 2026
Maturity date:	December 31, 2026
CUSIP:	61778NBX8
Estimated value:	$958.90 per security, or within $25.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034507/ms9076_424b2-18822.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 securities.

% Change in Closing Level of the Underlier	Payment at Maturity per Security
+100.00%	$1,295.50
+80.00%	$1,295.50
+60.00%	$1,295.50
+40.00%	$1,295.50
+20.00%	$1,295.50
0.00%	$1,295.50
-10.00%	$1,295.50
-20.00%	$1,295.50
-40.00%	$1,295.50
-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 and do not pay interest.

●The appreciation potential of the securities is fixed and limited.

●The amount payable on the securities is not linked to the value of the underlier 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.

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 are the key terms of MS's VRT Enhanced Trigger Jump Securities due December 2026?

Morgan Stanley Finance LLC is issuing VRT Enhanced Trigger Jump Securities with the following key terms: upside payment of $295.50 per security (29.55% of principal), downside threshold level at 60% of initial level, pricing date of June 26, 2025, and maturity date of December 31, 2026. The securities are linked to Vertiv Holdings Co class A common stock (VRT) and guaranteed by Morgan Stanley.

What is the maximum potential return on MS's VRT Enhanced Trigger Jump Securities?

The maximum return is fixed and limited to $1,295.50 per security, which includes the upside payment of $295.50 (29.55% of principal). This maximum payment applies when the underlier (VRT) performs at or above -40% of its initial level, as shown in the payment table.

What is the estimated value of MS's VRT Enhanced Trigger Jump Securities?

The estimated value of the securities is $958.90 per security, or within $25.00 of that estimate. This value is lower than the original issue price due to the inclusion of costs associated with issuing, selling, structuring and hedging the securities, and the lower rate MS is willing to pay compared to secondary market credit spreads.

What are the main risks of investing in MS's VRT Enhanced Trigger Jump Securities?

Key risks include: 1) no guarantee of principal return and no interest payments, 2) limited appreciation potential, 3) value only linked to underlier on observation date, 4) subject to Morgan Stanley's credit risk, 5) limited secondary market trading as securities won't be listed on exchanges, and 6) potential loss of entire investment if underlier declines significantly.

How does the downside protection work for MS's VRT Enhanced Trigger Jump Securities?

The securities offer downside protection until the underlier (VRT) falls below 60% of its initial level. If the underlier's closing level on the observation date (December 28, 2026) is below this threshold, investors will be fully exposed to the underlier's decline, potentially losing their entire investment if the underlier falls to zero.