[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC announces Dual Directional Trigger PLUS securities linked to the S&P 500® Futures Excess Return Index (SPXFP), due August 1, 2030. Key features include:

• Leverage factor of 152% to 157% on positive index performance
• 50% participation rate on absolute negative returns above downside threshold
• Downside threshold level at 60% of initial level
• Estimated value of $925.10 per security

The securities offer potential returns in both up and down markets, with leveraged upside potential and partial downside protection. However, investors face significant risks including no principal guarantee, credit risk of Morgan Stanley, and limited secondary market trading. The payment at maturity varies based on the underlier's performance, with maximum loss of entire investment possible if index falls 100%. The offering is registered under #333-275587 and 333-275587-01.

Positive

• Leveraged upside potential with 152-157% participation in positive index returns
• Downside protection buffer up to 40% loss, with 50% participation in absolute returns within this range
• 5-year maturity provides significant time horizon for potential market appreciation

Negative

• No principal protection - complete loss of investment possible if index falls more than 60%
• No interest payments during the 5-year term
• Estimated value ($925.10) is significantly below the issue price, indicating high embedded costs
• Credit risk exposure to Morgan Stanley with no collateral protection
• Limited secondary market liquidity due to no exchange listing

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,039

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPXFP Dual Directional Trigger PLUS due August 1, 2030

This document provides a summary of the terms of the securities. 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
Underlier:	S&P 500® Futures Excess Return Index (SPXFP)
Leverage factor:	152% to 157%
Absolute return participation rate:	50%
Downside threshold level:	60% of the initial level
Pricing date:	July 28, 2025
Observation date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778NAG6
Estimated value:	$925.10 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034336/ms9039_424b2-18699.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
+60.00%	$1,912.00*
+40.00%	$1,608.00*
+20.00%	$1,304.00*
0.00%	$1,000.00
-20.00%	$1,100.00
-40.00%	$1,200.00
-41.00%	$590.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00
*Assumes a leverage factor of 152%

 

 

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.

●Any positive return on the securities that is based on the depreciation of the underlier is effectively capped.

●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.

oHigher future prices of a futures contract to which the underlier is linked relative to its current prices may adversely affect the value of the underlier and the value of the securities.

oSuspensions or disruptions of market trading in futures markets could adversely affect the value of the securities.

oLegal and regulatory changes could adversely affect the return on and value of the securities.

●Adjustments to the S&P 500® Futures Excess Return Index could adversely affect the value of the securities.

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 MS's new Dual Directional Trigger PLUS offering and when does it mature?

Morgan Stanley is offering SPXFP Dual Directional Trigger PLUS securities that mature on August 1, 2030. These securities are linked to the S&P 500® Futures Excess Return Index (SPXFP) with a leverage factor of 152% to 157% and an absolute return participation rate of 50%. The downside threshold level is set at 60% of the initial level.

What is the estimated value of MS's new Trigger PLUS securities?

The estimated value of the securities is $925.10 per security, or within $55.00 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.

What are the maximum potential returns for MS's new Trigger PLUS securities?

Based on the hypothetical payment table (assuming a 152% leverage factor), if the underlier increases by 60%, investors would receive $1,912.00 per security. For negative performance, if the underlier decreases by 40%, investors would receive $1,200.00 per security. However, if the underlier falls below the 60% threshold level, significant losses can occur, potentially up to a total loss of principal.

What are the key risks of investing in MS's new Trigger PLUS securities?

Key risks include: 1) The securities don't guarantee return of principal and pay no interest, 2) Returns based on underlier depreciation are effectively capped, 3) Payment is only linked to the underlier's value on the observation date (July 29, 2030), 4) Securities are subject to Morgan Stanley's credit risk, and 5) Secondary trading may be limited as securities won't be listed on any exchange.

When is the pricing date for MS's new Trigger PLUS securities?

The pricing date for Morgan Stanley's SPXFP Dual Directional Trigger PLUS securities is scheduled for July 28, 2025, with the observation date set for July 29, 2030.