Morgan Stanley Launches S&P 500 and Russell 2000 Buffered Notes with 108% Leverage

Morgan Stanley Finance LLC is offering Worst-of SPX and RTY Dual Directional Buffered PLUS securities due July 20, 2028, guaranteed by Morgan Stanley.

Rhea-AI Filing Summary

Morgan Stanley Finance LLC is offering Worst-of SPX and RTY Dual Directional Buffered PLUS securities due July 20, 2028, guaranteed by Morgan Stanley. Key features include:

• Underliers: S&P 500® Index (SPX) and Russell 2000® Index (RTY)
• Key Terms: 108% leverage factor, 100% absolute return participation rate, and 18% buffer amount
• Estimated Value: $966.90 per security (±$45.00)
• Payment Structure: Based on worst-performing underlier with potential 82% maximum loss

Notable risks include: no interest payments, exposure to small-cap companies, credit risk of Morgan Stanley, and limited secondary market trading. The payment at maturity offers leveraged upside potential of 108% with a buffer against the first 18% of losses. The structure provides positive returns in both upward and downward market scenarios within specified ranges, subject to the performance of the worst-performing index.

Positive

• Leveraged upside potential with 108% participation in positive returns of the worst-performing index
• Downside protection with 18% buffer against losses, limiting maximum potential loss to 82%
• Dual directional feature allows investors to potentially profit from both positive and negative index movements within certain ranges

Negative

• Returns are capped and based only on the worst-performing index between S&P 500 and Russell 2000
• No interest payments or dividends throughout the 3-year term
• Credit risk exposure to Morgan Stanley, with estimated value ($966.90) below the likely offering price
• Limited secondary market liquidity as securities won't be listed on any exchange
• Small-cap exposure through Russell 2000 increases volatility risk

FAQ

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

What are the key terms of MS's Dual Directional Buffered PLUS due July 2028?

The security offers a leverage factor of 108%, absolute return participation rate of 100%, and buffer amount of 18%. It's linked to the performance of S&P 500® Index (SPX) and Russell 2000® Index (RTY), with maturity date of July 20, 2028. The CUSIP is 61778NEE7 with an estimated value of $966.90 per security.

What is the maximum loss potential for MS's Buffered PLUS security (CUSIP: 61778NEE7)?

The maximum loss potential is 82% of the investment. The security has a buffer amount of 18%, meaning investors are protected against the first 18% of losses, but could lose up to 82% of their investment if the worst-performing underlying index declines by 100%.

How does the payment structure work for MS's Dual Directional Buffered PLUS?

The payment at maturity is based on the worst-performing underlier between SPX and RTY. It offers 108% leverage on positive returns, 100% participation in absolute returns within the buffer zone (-18%), and direct exposure to losses beyond -18%. For example, a +40% underlier performance would yield a $1,432 payment, while a -40% performance would result in a $780 payment per security.

What are the primary risk factors for MS's Dual Directional Buffered PLUS security?

Key risks include: 1) Credit risk of Morgan Stanley, 2) No interest payments and only minimum payment at maturity, 3) Returns capped based on worst-performing underlier, 4) Value only linked to observation date performance, 5) Limited secondary market trading, and 6) Exposure to small-capitalization companies through Russell 2000 Index.

When will MS's Dual Directional Buffered PLUS be priced and what's the observation date?

The security will be priced on July 17, 2025, and has a single observation date of July 17, 2028, which determines the final payment at maturity. The maturity date is July 20, 2028, three days after the observation date.

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

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Accepted by SEC EDGAR 06/26/2025 - 03:22 PM Learn about SEC filing dates

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,141

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

Dated June 26, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of SPX and RTY Dual Directional Buffered PLUS due July 20, 2028

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
Underliers:	S&P 500® Index (SPX) and Russell 2000® Index (RTY)
Leverage factor:	108%
Absolute return participation rate:	100%
Buffer amount:	18% (82% maximum loss)1
Pricing date:	July 17, 2025
Observation date:	July 17, 2028
Maturity date:	July 20, 2028
CUSIP:	61778NEE7
Estimated value:	$966.90 per security, or within $45.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034923/ms9141_424b2-19082.htm

1All payments are subject to our credit risk

 

Hypothetical Payment at Maturity1

The payment at maturity will be based solely on the performance of the worst performing underlier, which could be any underlier. The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the worst performing underlier over the term of the securities.

% Change in Closing Level of the Worst Performing Underlier	Payment at Maturity per Security
+60.00%	$1,648.00*
+40.00%	$1,432.00*
+20.00%	$1,216.00*
0.00%	$1,000.00
-18.00%	$1,180.00
-19.00%	$990.00
-20.00%	$980.00
-40.00%	$780.00
-60.00%	$580.00
-80.00%	$380.00
-100.00%	$180.00
*Assumes a leverage factor of 108%

 

 

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.

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

●The amount payable on the securities is not linked to the values of the underliers 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.

oYou are exposed to the price risk of each underlier.

oBecause the securities are linked to the performance of the worst performing underlier, you are exposed to a greater risk of not receiving a positive return on the securities and/or sustaining a loss on your investment than if the securities were linked to just one underlier.

oAdjustments to an underlying index could adversely affect the value of the securities.

●The securities are subject to risks associated with small-capitalization companies.

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.