Morgan Stanley Launches META-Linked Notes with 32.45% Max Return, 20% Protection

Morgan Stanley Finance has announced 1.5-Year META Trigger Jump Securities tied to Meta Platforms class A common stock, offering a unique investment structure with conditional returns.

Rhea-AI Filing Summary

Morgan Stanley Finance has announced 1.5-Year META Trigger Jump Securities tied to Meta Platforms class A common stock, offering a unique investment structure with conditional returns. The securities, priced at $1,000 per unit, will mature on February 3, 2027.

Key features include:

• A fixed upside payment of 32.45% ($324.50) if META stock price is at or above initial price at maturity
• Principal protection if stock declines up to 20% from initial price
• 1:1 downside exposure if stock declines more than 20%, potentially resulting in significant losses

Important risks include no interest payments, limited appreciation potential, and credit risk exposure to Morgan Stanley. The estimated value is $964.90 per security, below the issue price, reflecting structuring costs. The offering begins July 22, 2025, with CUSIP: 61778NCN9.

Positive

• Fixed upside payment of 32.45% if META stock price remains flat or increases at maturity
• Downside protection buffer of 20% provides some cushion against moderate stock price declines
• Principal is fully protected as long as META stock doesn't decline more than 20% from initial price

Negative

• Upside potential is capped at 32.45% regardless of how much META stock appreciates
• Potential for significant losses (>20%) if META stock falls below the downside threshold level
• No periodic interest payments during the 1.5-year term
• Estimated value ($964.90) is less than the issue price ($1,000), indicating significant embedded costs
• Credit risk exposure to Morgan Stanley as guarantor could affect actual returns

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of MS's META Trigger Jump Securities offering in June 2025?

Morgan Stanley Finance LLC is offering 1.5-Year META Trigger Jump Securities maturing on February 3, 2027. The securities have a stated principal amount of $1,000 per security with an upside payment of $324.50 (32.45%). They are linked to Meta Platforms, Inc. class A common stock with a downside threshold level of 80% of the initial share price. The pricing date is July 17, 2025, with an original issue date of July 22, 2025.

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

The maximum return on these securities is capped at 32.45% of the stated principal amount ($324.50 per $1,000 security). This fixed return applies regardless of how much META stock appreciates - whether it rises 10% or 80%, the return remains constant at 32.45%.

What is the downside risk for MS's META Trigger Jump Securities?

If META's final share price falls below the downside threshold level (80% of initial share price), investors will suffer losses proportional to the full stock decline. For example, if META stock falls 40%, investors will lose 40% of their investment. There is potential to lose more than 20%, and possibly all, of the investment if META stock performs poorly.

What is the estimated value of MS's META Trigger Jump Securities versus the issue price?

The estimated value of the securities is $964.90 per security (or within $35.00 of that estimate), which is less than the issue price of $1,000. This difference exists because the rate Morgan Stanley is willing to pay is lower than their secondary market credit spreads, and the price includes costs associated with issuing, selling, structuring, and hedging the securities.

How will MS calculate the payment at maturity for the META Trigger Jump Securities?

Payment at maturity has three scenarios: 1) If final share price ≥ initial share price: $1,000 + $324.50 upside payment, 2) If final share price is below initial price but ≥ 80% of initial price: $1,000 (principal protection), 3) If final share price is < 80% of initial price: $1,000 × (final share price/initial share price), resulting in a loss proportional to the stock's decline.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2025 - 03:20 PM Learn about SEC filing dates

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,092

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

1 .5-Year META Trigger Jump Securities

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
Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Maturity date:	February 3, 2027
Underlying stock:	Meta Platforms, Inc. class A common stock (“META”)
Payment at maturity:	●If the final share price is greater than or equal to the initial share price: $1,000 + the upside payment ●If the final share price is less than the initial share price but greater than or equal to the downside threshold level, meaning the value of the underlying stock has declined by no more than 20% from its initial share price: $1,000 ●If the final share price is less than the downside threshold level, meaning the value of the underlying stock has declined by more than 20% from its initial share price: $1,000 × share performance factor Under these circumstances, the payment at maturity will be significantly less than the stated principal amount of $1,000, and will represent a loss of more than 20%, and possibly all, of your investment.
Upside payment:	$324.50 per security (32.45% of the stated principal amount)
Downside threshold level:	80% of the initial share price
Share performance factor:	final share price / initial share price
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 valuation date times the adjustment factor on such date
Valuation date:	January 29, 2027, subject to postponement for non-trading days and certain market disruption events
Adjustment factor:	1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
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)
CUSIP/ISIN:	61778NCN9 / US61778NCN93
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034519/ms9092_424b2-18829.htm
1All payments are subject to our credit risk

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Hypothetical Payout at Maturity1

Change in Underlying Stock	Return on the Securities
+80.00%	32.45%
+70.00%	32.45%
+60.00%	32.45%
+50.00%	32.45%
+40.00%	32.45%
+32.45%	32.45%
+30.00%	32.45%
+20.00%	32.45%
+10.00%	32.45%
0.00%	32.45%
-5.00%	0.00%
-10.00%	0.00%
-20.00%	0.00%
-21.00%	-21.00%
-30.00%	-30.00%
-40.00%	-40.00%
-50.00%	-50.00%
-60.00%	-60.00%
-80.00%	-80.00%
-100.00%	-100.00%

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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 any return of principal.

●The appreciation potential is fixed and limited.

●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 amount payable on the securities is not linked to the value of the underlying stock at any time other than the valuation date.

●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 $964.90 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.

●The securities will not be listed on any securities exchange and secondary trading may be limited.

●Investing in the securities is not equivalent to investing in the class A common stock of Meta Platforms, Inc.

●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.

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

Risks Relating to the Underlying Stock

●No affiliation with Meta Platforms, Inc.

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

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

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

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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.

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