[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Stagwell Inc. (STGW) – Form 4 insider transaction

Director Eli Samaha elected to take his Q2-2025 board fee in equity rather than cash, receiving 4,444 fully-vested Class A shares on 01-Jul-2025. The implied conversion of a US$20,000 fee equates to an estimated price of roughly $4.50 per share (based on the prior-day close). Following the grant, Samaha’s direct ownership rises to 134,281 shares. In addition, he continues to indirectly control 8,014,322 shares through funds managed by Madison Avenue Partners, LP, for which he serves as managing partner. The transaction is coded “A” (acquisition) and reflects routine non-cash director compensation rather than an open-market purchase. No derivative securities were reported.

The filing modestly increases insider ownership but does not represent a material capital commitment or signal a directional view on the company’s valuation.

Positive

• Director equity election modestly strengthens alignment between board member and common shareholders.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine equity fee; small, aligns interests, negligible market impact.

This Form 4 shows Mr. Samaha opting for stock instead of cash, a common governance practice that marginally improves board-member alignment with shareholders. The absolute size—4.4k shares or ~US$20k—is immaterial versus the director’s existing 8 million indirect shares and STGW’s 281 million fully-diluted share count. Because it is a fee conversion, not an out-of-pocket purchase, signaling value is weak. The move is governance-friendly but not financially impactful.

Securities Analyst

TL;DR: Neutral; insider equity grant does not alter investment thesis.

The equity-in-lieu arrangement increases Samaha’s direct stake to 134k shares, but his economic exposure already lies in the 8.0 million shares held via Madison Avenue funds. No derivatives or sales were disclosed. Given the small dollar value and routine nature, I classify the filing as neutral for valuation and liquidity. Investors typically watch for sizeable cash purchases or sales; this event lacks that signaling power.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,183

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPXF40D4 Contingent Income Auto-Callable Securities due August 5, 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 40% Intraday 4% Decrement VT Index (SPXF40D4)
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:	17.50% to 18.50% per annum
Coupon payment dates:	Monthly
Coupon barrier level:	70% of the initial level
Downside threshold level:	60% of the initial level
Pricing date:	July 31, 2025
Final observation date:	July 31, 2030
Maturity date:	August 5, 2030
CUSIP:	61778NGB1
Estimated value:	$924.40 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225036085/ms9183_424b2-9183.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)

●No assurance can be given that the investment strategy used to construct the underlier will achieve its intended results or that the underlier will be successful or will outperform any alternative index or strategy that might reference the futures contract.

●The decrement of 4% per annum will adversely affect the performance of the underlier in all cases, whether the underlier appreciates or depreciates. The underlier includes a decrement feature, whereby 4% per annum is deducted daily from the level of the underlier.

●The underlier is subject to risks associated with the use of significant leverage.

●The underlier may not be fully invested.

●The underlier was established on August 30, 2024 and therefore has very limited operating history.

●As the underlier is new and has very limited historical performance, any investment in the underlier may involve greater risk than an investment in an index with longer actual historical performance and a proven track record.

●Adjustments to the S&P® 500 Futures 40% Intraday 4% Decrement VT Index could adversely affect the value of the securities.

●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.

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

How many Stagwell (STGW) shares did Director Eli Samaha acquire on 01-Jul-2025?

4,444 Class A shares were issued as payment for his quarterly board fee.

What is Eli Samaha’s total direct ownership in STGW after the transaction?

His direct holdings increased to 134,281 shares.

Does the director hold additional shares indirectly?

Yes, 8,014,322 shares are held by funds managed by Madison Avenue Partners, LP.

Was this an open-market purchase?

No; it was an equity-in-lieu-of-cash board fee under the company’s Non-Employee Director Compensation Policy.

What price was used to calculate the number of shares issued?

The filing implies a price of about $4.50 per share (US$20,000 fee ÷ 4,444 shares).

Were any derivative securities reported?

No derivative positions were listed in Table II.