New Morgan Stanley Investment Product Offers Protected Exposure to Meta Stock Growth
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
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.
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Summary Terms |
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Issuer: |
Morgan Stanley Finance LLC |
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Guarantor: |
Morgan Stanley |
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Maturity date: |
February 3, 2027 |
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Underlying stock: |
Meta Platforms, Inc. class A common stock (“META”) |
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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. |
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Upside payment: |
$324.50 per security (32.45% of the stated principal amount) |
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Downside threshold level: |
80% of the initial share price |
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Share performance factor: |
final share price / initial share price |
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Initial share price: |
The closing price of the underlying stock on the pricing date |
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Final share price: |
The closing price of the underlying stock on the valuation date times the adjustment factor on such date |
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Valuation date: |
January 29, 2027, subject to postponement for non-trading days and certain market disruption events |
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Adjustment factor: |
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock |
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Stated principal amount: |
$1,000 per security |
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Issue price: |
$1,000 per security |
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Pricing date: |
July 17, 2025 |
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Original issue date: |
July 22, 2025 (3 business days after the pricing date) |
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CUSIP/ISIN: |
61778NCN9 / US61778NCN93 |
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Preliminary pricing supplement: |
https://www.sec.gov/Archives/edgar/data/895421/000183988225034519/ms9092_424b2-18829.htm |
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1All payments are subject to our credit risk |
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Hypothetical Payout at Maturity1
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Change in Underlying Stock |
Return on the Securities |
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+80.00% |
32.45% |
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+70.00% |
32.45% |
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+60.00% |
32.45% |
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+50.00% |
32.45% |
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+40.00% |
32.45% |
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+32.45% |
32.45% |
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+30.00% |
32.45% |
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+20.00% |
32.45% |
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+10.00% |
32.45% |
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0.00% |
32.45% |
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-5.00% |
0.00% |
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-10.00% |
0.00% |
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-20.00% |
0.00% |
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-21.00% |
-21.00% |
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-30.00% |
-30.00% |
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-40.00% |
-40.00% |
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-50.00% |
-50.00% |
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-60.00% |
-60.00% |
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-80.00% |
-80.00% |
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-100.00% |
-100.00% |
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 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.
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.