[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing three-year principal-protected market-linked notes tied to the S&P 500 Index (SPX) and the Dow Jones Industrial Average (INDU). The investor’s return is based solely on the worst performing index at the single observation date of July 28 2028.

Key Terms

• Stated principal: $1,000 per note
• Participation rate: 100 % of any index gain
• Maximum payment: 119 %–124 % of principal ($1,190–$1,240)
• Downside protection: payment will not be less than principal, regardless of index loss
• No periodic coupons or interim payments
• Pricing date: July 28 2025; Maturity: August 2 2028
• Estimated value: $951.90 (4.8 % below issue price) reflecting dealer costs and hedging

Risk Highlights

• Limited upside: gains are capped at 19 %–24 %; any index rise above this level is forgone.
• No interest: investors receive no income before maturity.
• Credit exposure: repayment depends on Morgan Stanley’s ability to pay.
• Worst-of structure: a decline in either index nullifies upside from the other.
• Liquidity: the notes are unlisted; secondary trading, if any, could be at a discount.
• Estimated value below par signals embedded fees; price transparency may be limited.

These notes may appeal to investors seeking full principal protection with modest equity upside over a three-year horizon, but they sacrifice dividend income, broader upside participation, and carry issuer credit and liquidity risk.

Positive

• Full principal protection at maturity regardless of index performance.
• 100 % participation in index gains up to the cap.
• Backed by Morgan Stanley credit; investment-grade guarantor.

Negative

• Upside capped at 19 %–24 %; gains above this level forfeited.
• No interest or dividends over the three-year term.
• Subject to issuer credit risk; unsecured obligation of Morgan Stanley.
• Worst-performer structure increases likelihood of zero upside.
• Illiquidity: not exchange-listed; secondary prices may be discounted.
• Estimated value ~4.8 % below issue price indicates significant fees.

Insights

Structured Products Analyst

TL;DR: Principal protected, capped-upside SPX/INDU note; neutral overall because of limited return versus equity risk and issuer credit exposure.

The note offers a straightforward proposition: 100 % downside protection in exchange for capping upside at roughly 19 %–24 %. With both indices near all-time highs, a three-year cap of 24 % equates to roughly 7 % CAGR, well below long-run equity returns and does not include dividends forgone (≈1.5 % annually). Investors also face reinvestment risk if indices rise sharply beyond the cap. Positively, principal preservation can fit conservative allocation buckets and Morgan Stanley’s AA-/A1 level credit provides reasonable confidence, though still lower than U.S. Treasuries. Estimated value at $951.90 highlights nearly 5 % in embedded costs. Overall impact: neutral.

Credit & Risk Analyst

TL;DR: Credit-linked, illiquid, fee-laden structure lowers risk-adjusted appeal—impact neutral to mildly negative.

The note’s investment grade guaranty mitigates default probability, yet investors assume unsecured senior exposure for three years. Lack of listing impedes exit; bid-offer spreads typically 1-3 %, magnified by the note’s below-par fair value. The ‘worst-of’ feature amplifies basis risk; historical correlation breaks could see one index lag significantly, eliminating upside. Tax treatment may recognize OID before cash receipt, creating phantom income. While zero downside is attractive, Treasuries of comparable tenor presently yield near 4 %, outperforming the 0-7 % annualized effective yield here under most scenarios. Accordingly, I assign a neutral (0) impact rating.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,021

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of INDU and SPX Market-Linked Notes due August 2, 2028

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
Underliers:	S&P 500® Index‬ (SPX) and Dow Jones Industrial AverageSM (INDU)
Participation rate:	100%
Maximum payment at maturity:	$1,190 to $1,240 per note (119% to 124% of the stated principal amount)
Pricing date:	July 28, 2025
Observation date:	July 28, 2028
Maturity date:	August 2, 2028
CUSIP:	61778K7C5
Estimated value:	$951.90 per note, or within $45.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035637/ms9021_424b2-19392.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 notes.
% Change in Closing Level of the Worst Performing Underlier	Payment at Maturity per Note
+60.00%	$1,190.00*
+40.00%	$1,190.00*
+20.00%	$1,190.00*
+19.00%	$1,190.00
+15.00%	$1,150.00
+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
-80.00%	$1,000.00
-100.00%	$1,000.00
*Assumes a maximum payment at maturity of $1,190 per note.

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 values of the underliers 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.

oYou are exposed to the price risk of each underlier.

oBecause the notes 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 notes and/or sustaining a significant loss on your investment than if the notes were linked to just one underlier.

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 return on Morgan Stanley’s INDU/SPX Market-Linked Notes (MS FWP)?

The maximum payment is $1,190–$1,240 per $1,000 note, representing a 19 %–24 % cap.

Do the notes protect my principal if SPX or INDU declines?

Yes. Based on the payoff table, the payment will not fall below the $1,000 principal even if either index drops 100 %.

Will I receive interest or dividends during the term?

No. The notes do not pay periodic interest and investors forgo dividends on the underlying indices.

How long must I hold the notes?

The notes mature on August 2 2028, and interim sales may be difficult because they are not exchange-listed.

How is the payoff determined?

At maturity the note pays principal plus 100 % of the worst index’s gain, subject to the stated cap; if the worst index is flat or down, only principal is repaid.

What is the estimated value at issuance?

Morgan Stanley estimates the note’s value at $951.90 per note, about $48 below the $1,000 issue price.