New Tesla-Linked Investment Offers Downside Protection with 50% Enhanced Gains

Rhea-AI Filing Summary

Morgan Stanley Finance LLC is offering 2-Year Tesla Dual Directional Auto-Callable Trigger PLUS securities, guaranteed by Morgan Stanley. Each security has a principal amount of $1,000 with potential early redemption features.

Key terms include:

• Issue Date: July 22, 2025
• Maturity Date: August 4, 2027
• Early Redemption Payment: $1,345 per security if Tesla stock equals/exceeds initial price on first determination date
• At maturity, if not redeemed early: - Upside participation: 150% if stock price increases - Positive return equal to absolute stock decline if price falls but stays above 65% threshold - Significant losses possible if stock falls below 65% threshold

The estimated value is $956.10 per security. Key risks include no guaranteed principal return, limited appreciation potential due to early redemption, credit risk, and market price uncertainty. The securities will not be listed on any exchange, requiring a 2-year holding commitment.

Positive

• Morgan Stanley is offering a structured product with potential 150% upside participation in Tesla stock performance
• Product offers downside protection up to 35% decline in Tesla's stock price
• Early redemption feature provides 34.5% return if Tesla stock is above initial price after first year
• Innovative dual directional feature allows positive returns even when Tesla stock declines up to 35%

Negative

• Principal is at risk with potential for significant losses if Tesla stock falls more than 35%
• Early redemption caps upside potential at 34.5% even if Tesla stock performs better
• Product's estimated value ($956.10) is less than the issue price ($1,000), indicating significant embedded costs
• Limited secondary market liquidity as securities won't be listed on any exchange
• Credit risk exposure to Morgan Stanley as the guarantor

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,130

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

Dated June 26, 2025; Filed pursuant to Rule 433

Morgan Stanley

2 -Year TSLA Dual Directional Auto-Callable Trigger PLUS

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.

Summary Terms
Issuing entity:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Underlying stock:	Tesla, Inc. common stock (“TSLA”)
Stated principal amount:	$1,000 per security
Issue price:	$1,000 per security
Pricing date:	July 17, 2025
Original issue date:	July 22, 2025 (3 business days after the pricing date)
Maturity date:	August 4, 2027
Early redemption:	If, on the first determination date, the determination closing price of the underlying stock is greater than or equal to the initial share price, the securities will be automatically redeemed for the early redemption payment on the early redemption date. The securities will not be redeemed early on the early redemption date if the determination closing price of the underlying stock is below the initial share price on the first determination date.
Early redemption payment:	The early redemption payment will be an amount in cash per stated principal amount, as set forth under “Determination Dates, Early Redemption Date and Early Redemption Payment.” No further payments will be made on the securities once they have been redeemed.
Determination dates:	See “Determination Dates, Early Redemption Date and Early Redemption Payment.” The determination dates are subject to postponement for non-trading days and certain market disruption events.
Early redemption date:	See “Determination Dates, Early Redemption Date and Early Redemption Payment.” If such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustment will be made to the early redemption payment.
Payment at maturity1:	If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows: •If the final share price is greater than or equal to the initial share price: $1,000 + ($1,000 × share percent change × 150%) •If the final share price is less than the initial share price but is greater than or equal to the downside threshold level: $1,000 + ($1,000 × absolute share return) In this scenario, you will receive a 1% positive return on the securities for each 1% negative return on the underlying stock. In no event will this amount exceed the stated principal amount plus $350. •If the final share price is less than the downside threshold level: $1,000 × share performance factor Under these circumstances, you will lose a significant portion, and possibly all, of your investment.
Absolute share return:	The absolute value of the share percent change. For example, a -5.00% share percent change will result in a +5.00% absolute share return.
Initial share price:	The closing price of the underlying stock on the pricing date
Final share price:	The closing price of the underlying stock on the final determination date multiplied by the adjustment factor on such date
Share percent change:	(final share price – initial share price) / initial share price
Share performance factor:	Final share price divided by the initial share price
Adjustment factor:	1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock

Determination Dates, Early Redemption Date and Early Redemption Payment:	Determination dates:			Early Redemption Date:		Early Redemption Payment (per $1,000 Security):
	1st:	July 24, 2026	July 29, 2026		$1,345
	Final:	July 30, 2027	Maturity date		See “Hypothetical Payout at Maturity” below
Downside threshold level:	65% of the initial share price
CUSIP/ISIN:	61778NDW8 / US61778NDW83
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034913/ms9130_424b2-19080.htm

1All payments are subject to our credit risk

Hypothetical Examples

Automatic Early Redemption1
Date	% Change in Underlying Stock	Early Redemption Payment (per Security)
1st Determination Date	+20.00%	$1,345
The securities are automatically redeemed on the early redemption date. Investors receive a payment of $1,345 per security on the early redemption date.

 

Hypothetical Payout at Maturity1
Assuming that the underlying stock closes below its initial share price on the first determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity:
% Change in Underlying Stock	Payment (per Security)
+60.00%	$1,900.00
+40.00%	$1,600.00
+20.00%	$1,300.00
0.00%	$1,000.00
-10.00%	$1,100.00
-20.00%	$1,200.00
-30.00%	$1,300.00
-35.00%	$1,350.00
-36.00%	$640.00
-40.00%	$600.00
-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.

Underlying Stock

For more information about the underlying stock, 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 pay interest or guarantee the return of any principal.

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

●The market price will 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.

●Investing in the securities is not equivalent to investing in the underlying stock.

●Reinvestment risk.

●The securities will not be listed on any securities exchange and secondary trading may be limited, and accordingly, you should be willing to hold your securities for the entire 2-year term of the securities.

●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 approximately $956.10 per security, or within $35.00 of that estimate, and 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.

●Hedging and trading activity by our affiliates could potentially affect the value of the securities.

●The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.

●The U.S. federal income tax consequences of an investment in the securities are uncertain.

Risks Relating to the Underlying Stock

●Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities.

●No affiliation with Tesla, Inc.

●We may engage in business with or involving Tesla, Inc. without regard to your interests.

●The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stock.

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Additional Information About the Securities–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 2-Year TSLA Dual Directional Auto-Callable Trigger PLUS offering?

Morgan Stanley Finance LLC is offering securities with a $1,000 stated principal amount per security, pricing date of July 17, 2025, and maturity date of August 4, 2027. The securities are linked to Tesla (TSLA) stock performance and feature automatic early redemption if TSLA's price equals or exceeds the initial share price on the first determination date, paying $1,345 per security.

What is the maximum potential loss for MS's TSLA-linked securities?

Investors can lose a significant portion or all of their investment if the final TSLA share price is below the downside threshold level (65% of initial share price). In this scenario, the payment at maturity would be calculated as $1,000 × share performance factor, with no principal protection. For example, if TSLA stock falls 100%, investors would receive $0.

What is the estimated value of MS's TSLA-linked securities versus issue price?

The estimated value of the securities is approximately $956.10 per security (or within $35.00 of that estimate), which is less than the issue price of $1,000. This difference reflects MS's lower implied rate compared to secondary market credit spreads and includes costs associated with issuing, selling, structuring, and hedging the securities.

How does early redemption work for MS's TSLA-linked securities?

Early redemption occurs automatically if TSLA's stock price equals or exceeds the initial share price on July 24, 2026 (first determination date). If triggered, investors receive an early redemption payment of $1,345 per $1,000 security on July 29, 2026. No further payments will be made once securities are redeemed.

What is the maximum potential return for MS's TSLA-linked securities at maturity?

If the securities are not early redeemed, the maximum return at maturity depends on TSLA's performance. For positive TSLA returns, investors receive $1,000 plus 150% participation in TSLA's gain. For negative returns above the downside threshold, investors receive positive returns equal to the absolute value of TSLA's decline, capped at $350 above the principal amount.