[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance has announced SPUMP40 Buffered Jump Securities with auto-callable features, due August 1, 2030. These structured notes track the S&P U.S. Equity Momentum 40% VT 4% Decrement Index with the following key features:

• Buffer Protection: 15% downside buffer (85% maximum loss)
• Auto-Callable Feature: Monthly redemption opportunities starting July 2026
• Early Redemption Payments: Range from $1,102.50 to $1,553.125 per security
• Initial Pricing Date: July 28, 2025
• Estimated Value: $900.20 per security (±$50.20)

Key risks include: no interest payments, early redemption risk, limited appreciation potential, and credit risk of Morgan Stanley. The securities feature a complex structure with 48 potential early redemption dates and payments that increase over time. The underlying index is relatively new (established March 2022) and includes a 4% annual decrement feature that may impact performance.

Positive

• Morgan Stanley is offering structured notes with downside protection through a 15% buffer, limiting potential losses for investors
• The securities offer potential early redemption payments starting at 102.50-112.50% of principal if certain conditions are met
• The product provides exposure to the S&P U.S. Equity Momentum index with a defined risk-reward structure and maximum loss cap of 85%

Negative

• The securities do not pay any periodic interest, limiting income potential for investors
• Returns are capped by fixed early redemption payments, limiting upside potential even in strongly positive markets
• The estimated value ($900.20) is significantly below the likely offering price, indicating substantial embedded costs
• The product has complex features including auto-callable triggers and buffer levels that may be difficult for investors to evaluate
• The underlying index is very new (established March 2022), creating additional uncertainty around performance characteristics

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,045

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPUMP40 Buffered Jump Securities with Auto-Callable Feature 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® U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40)
Automatic early redemption:	Determination date:		Call threshold level:	Early redemption payment (per security):
	#1	July 29, 2026	85% of the initial level	$1,102.50 to $1,112.50
	#2	August 28, 2026		$1,111.042 to $1,121.875
	#3	September 28, 2026		$1,119.583 to $1,131.25
	#4	October 28, 2026		$1,128.125 to $1,140.625
	#5	November 30, 2026		$1,136.667 to $1,150.00
	#6	December 28, 2026		$1,145.208 to $1,159.375
	#7	January 28, 2027		$1,153.75 to $1,168.75
	#8	February 26, 2027		$1,162.292 to $1,178.125
	#9	March 29, 2027		$1,170.833 to $1,187.50
	#10	April 28, 2027		$1,179.375 to $1,196.875
	#11	May 28, 2027		$1,187.917 to $1,206.25
	#12	June 28, 2027		$1,196.458 to $1,215.625
	#13	July 28, 2027		$1,205.00 to $1,225.00
	#14	August 30, 2027		$1,213.542 to $1,234.375
	#15	September 28, 2027		$1,222.083 to $1,243.75
	#16	October 28, 2027		$1,230.625 to $1,253.125
	#17	November 29, 2027		$1,239.167 to $1,262.50
	#18	December 28, 2027		$1,247.708 to $1,271.875
	#19	January 28, 2028		$1,256.25 to $1,281.25
	#20	February 28, 2028		$1,264.792 to $1,290.625
	#21	March 28, 2028		$1,273.333 to $1,300.00
	#22	April 28, 2028		$1,281.875 to $1,309.375
	#23	May 30, 2028		$1,290.417 to $1,318.75
	#24	June 28, 2028		$1,298.958 to $1,328.125
	#25	July 28, 2028		$1,307.50 to $1,337.50
	#26	August 28, 2028		$1,316.042 to $1,346.875
	#27	September 28, 2028		$1,324.583 to $1,356.25
	#28	October 30, 2028		$1,333.125 to $1,365.625
	#29	November 28, 2028		$1,341.667 to $1,375.00
	#30	December 28, 2028		$1,350.208 to $1,384.375
	#31	January 29, 2029		$1,358.75 to $1,393.75
	#32	February 28, 2029		$1,367.292 to $1,403.125
	#33	March 28, 2029		$1,375.833 to $1,412.50
	#34	April 30, 2029		$1,384.375 to $1,421.875
	#35	May 29, 2029		$1,392.917 to $1,431.25
	#36	June 28, 2029		$1,401.458 to $1,440.625
	#37	July 30, 2029		$1,410.00 to $1,450.00
	#38	August 28, 2029		$1,418.542 to $1,459.375
	#39	September 28, 2029		$1,427.083 to $1,468.75
	#40	October 29, 2029		$1,435.625 to $1,478.125
	#41	November 28, 2029		$1,444.167 to $1,487.50
	#42	December 28, 2029		$1,452.708 to $1,496.875
	#43	January 28, 2030		$1,461.25 to $1,506.25

	#44	February 28, 2030		$1,469.792 to $1,515.625
	#45	March 28, 2030		$1,478.333 to $1,525.00
	#46	April 29, 2030		$1,486.875 to $1,534.375
	#47	May 28, 2030		$1,495.417 to $1,543.75
	#48	June 28, 2030		$1,503.958 to $1,553.125
Buffer amount:	15% (85% maximum loss)1
Pricing date:	July 28, 2025
Final determination date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778NAP6
Estimated value:	$900.20 per security, or within $50.20 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034718/ms9045_424b2-18935.htm

1All payments are subject to our credit risk

Hypothetical Examples

Automatic Early Redemption1
Determination Date	% Change in Closing Level of the Underlier		Early Redemption Payment (per Security)
#1	-30%		--
#2	+20%		$1,111.042*
The securities are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,111.042 per security on the related early redemption date.
Hypothetical Payment at Maturity1 (if the securities have not been automatically redeemed prior to maturity)
% Change in Closing Level of the Underlier		Payment at Maturity (per Security)
+40.00%		$1,512.50*
+20.00%		$1,512.50*
0.00%		$1,512.50*
-10.00%		$1,512.50*
-15.00%		$1,512.50*
-16.00%		$990.00
-20.00%		$950.00
-40.00%		$750.00
-60.00%		$550.00
-80.00%		$350.00
-100.00%		$150.00
*Assumes a call return of approximately 10.25% per annum

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 provide for only the minimum payment at maturity and do not pay interest.

●The appreciation potential of the securities is limited by the fixed early redemption payment or payment at maturity specified for each determination date.

●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)

●Because your return on the securities will depend upon the performance of the underlier, the securities are subject to the following risks, as discussed in more detail in the accompanying index supplement. The accompanying index supplement refers to the underlier as the “Index.”

oNo assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that the Index will be successful or will outperform any alternative index or strategy that might reference the Index Components.

oThe decrement of 4% per annum will adversely affect the performance of the Index in all cases, whether the Index appreciates or depreciates.

oThe Index is subject to risks associated with the use of significant leverage.

oThe Index may not be fully invested.

oThe Index was established on March 14, 2022 and therefore has very limited operating history.

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

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

oSuspensions or disruptions of market trading in futures markets could adversely affect the price of instruments linked to the Index.

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

oThe E-mini Russell 2000 futures contracts are one of the Index Components and are subject to risks associated with small-capitalization companies.

oAdjustments to the Index could adversely affect the value of instruments linked to the Index.

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 are the key features of MS's new Buffered Jump Securities offering due August 2030?

Morgan Stanley Finance LLC is offering SPUMP40 Buffered Jump Securities with an auto-callable feature due August 1, 2030. The securities are tied to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), feature a 15% buffer against losses, and offer potential early redemption payments ranging from $1,102.50 to $1,553.125 per security across 48 determination dates. The estimated value is $900.20 per security.

What is the buffer protection level for MS's new structured note (CUSIP: 61778NAP6)?

The structured note offers a buffer amount of 15%, meaning investors are protected against the first 15% of losses. This results in an 85% maximum loss potential. However, all payments are subject to Morgan Stanley's credit risk.

What are the automatic early redemption terms for MS's new Buffered Jump Securities?

The securities feature 48 automatic early redemption determination dates from July 29, 2026 through June 28, 2030. The first determination date offers an early redemption payment of $1,102.50 to $1,112.50 if the underlier is at or above 85% of its initial level. Subsequent dates offer progressively higher redemption payments, reaching $1,503.958 to $1,553.125 at the final determination date.

What are the main risk factors disclosed in MS's new structured note offering?

Key risks include: 1) Securities provide only minimum payment at maturity and no interest, 2) Limited appreciation potential due to fixed early redemption payments, 3) Early redemption risk, 4) Credit risk of Morgan Stanley, 5) The 4% per annum decrement will adversely affect index performance, and 6) The underlying index was established on March 14, 2022, so it has very limited operating history.

What is the maturity payment structure for MS's Buffered Jump Securities if not called early?

If the securities are not automatically redeemed early, the payment at maturity varies based on the underlier's performance. Investors receive $1,512.50 per security if the underlier's closing level is between -15% and +40% of its initial level. Below -15%, investors begin to participate in losses, with a maximum loss of 85% if the underlier falls to zero.