[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Trinity Capital Inc. (Nasdaq: TRIN) filed a Form 8-K disclosing that on June 26, 2025 it executed an Underwriting Agreement with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, acting for several underwriters, to issue and sell $125 million aggregate principal amount of 6.750% senior unsecured notes due 2030 (the “Notes”).

The Notes are being offered under the company’s effective shelf registration statement on Form N-2 (File No. 333-275970) and related prospectus supplements dated June 26, 2025. Closing is scheduled for July 3, 2025.

The agreement contains customary representations, warranties, covenants, indemnification and contribution provisions. Exhibit 1.1 provides the full Underwriting Agreement; Exhibit 104 contains the Inline XBRL cover-page data.

No other material events were reported. The filing does not constitute an offer or solicitation where prohibited by law.

Positive

• $125 million of 6.750% notes successfully placed, indicating continued market access.
• Coupon is 112.5 bps lower than existing 7.875% 2029 notes, suggesting potentially cheaper incremental funding.

Negative

• Issuance increases total debt outstanding, which may elevate leverage and interest expense if not offset by asset growth or refinancing.

Insights

Debt Capital Markets Analyst

TL;DR – TRIN taps debt market for $125 m 6.750% notes due 2030; standard terms, closing July 3.

The company’s execution of a $125 million senior note deal extends its maturity ladder beyond existing 2029 notes and demonstrates continued market access. The coupon is materially lower than its outstanding 7.875% 2029 issues, implying modestly cheaper incremental funding. Standard indemnification and covenants suggest no unusual restrictions. From a credit perspective, the new issuance boosts liquidity but also raises gross debt; net leverage impact depends on use-of-proceeds (not disclosed here). Overall, the transaction is routine capital-markets activity with limited immediate valuation impact.

Fixed-Income Portfolio Manager

TL;DR – New 6.750% 2030 notes add duration and diversify TRIN’s capital structure; neutral near-term equity effect.

Investors gain an additional senior unsecured instrument positioned one year beyond the existing 2029 paper. The pricing reflects current BDC funding levels and should attract yield-oriented buyers. Because proceeds usage is unspecified, leverage assessment is indeterminate. Absent rating changes or covenant surprises, the deal is viewed as a straightforward refinancing/financing move rather than a transformative event.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,188

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPXF40D4 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® 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4)
Automatic early redemption:	Determination date:		Call threshold level:	Early redemption payment (per security):
	#1	July 30, 2026	100% of the initial level	$1,210.00 to $1,220.00
	#2	August 28, 2026		$1,227.50 to $1,238.333
	#3	September 28, 2026		$1,245.00 to $1,256.667
	#4	October 28, 2026		$1,262.50 to $1,275.00
	#5	November 30, 2026		$1,280.00 to $1,293.333
	#6	December 28, 2026		$1,297.50 to $1,311.667
	#7	January 28, 2027		$1,315.00 to $1,330.00
	#8	February 26, 2027		$1,332.50 to $1,348.333
	#9	March 29, 2027		$1,350.00 to $1,366.667
	#10	April 28, 2027		$1,367.50 to $1,385.00
	#11	May 28, 2027		$1,385.00 to $1,403.333
	#12	June 28, 2027		$1,402.50 to $1,421.667
	#13	July 28, 2027		$1,420.00 to $1,440.00
	#14	August 30, 2027		$1,437.50 to $1,458.333
	#15	September 28, 2027		$1,455.00 to $1,476.667
	#16	October 28, 2027		$1,472.50 to $1,495.00
	#17	November 29, 2027		$1,490.00 to $1,513.333
	#18	December 28, 2027		$1,507.50 to $1,531.667
	#19	January 28, 2028		$1,525.00 to $1,550.00
	#20	February 28, 2028		$1,542.50 to $1,568.333
	#21	March 28, 2028		$1,560.00 to $1,586.667
	#22	April 28, 2028		$1,577.50 to $1,605.00
	#23	May 30, 2028		$1,595.00 to $1,623.333
	#24	June 28, 2028		$1,612.50 to $1,641.667
	#25	July 28, 2028		$1,630.00 to $1,660.00
	#26	August 28, 2028		$1,647.50 to $1,678.333
	#27	September 28, 2028		$1,665.00 to $1,696.667
	#28	October 30, 2028		$1,682.50 to $1,715.00
	#29	November 28, 2028		$1,700.00 to $1,733.333
	#30	December 28, 2028		$1,717.50 to $1,751.667
	#31	January 29, 2029		$1,735.00 to $1,770.00
	#32	February 28, 2029		$1,752.50 to $1,788.333
	#33	March 28, 2029		$1,770.00 to $1,806.667
	#34	April 30, 2029		$1,787.50 to $1,825.00
	#35	May 29, 2029		$1,805.00 to $1,843.333
	#36	June 28, 2029		$1,822.50 to $1,861.667
	#37	July 30, 2029		$1,840.00 to $1,880.00
	#38	August 28, 2029		$1,857.50 to $1,898.333
	#39	September 28, 2029		$1,875.00 to $1,916.667
	#40	October 29, 2029		$1,892.50 to $1,935.00
	#41	November 28, 2029		$1,910.00 to $1,953.333
	#42	December 28, 2029		$1,927.50 to $1,971.667
	#43	January 28, 2030		$1,945.00 to $1,990.00
	#44	February 28, 2030		$1,962.50 to $2,008.333
	#45	March 28, 2030		$1,980.00 to $2,026.667

	#46	April 29, 2030		$1,997.50 to $2,045.00
	#47	May 28, 2030		$2,015.00 to $2,063.333
	#48	June 28, 2030		$2,032.50 to $2,081.667
Downside threshold level:	60% of the initial level
Pricing date:	July 28, 2025
Final determination date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778NGG0
Estimated value:	$899.60 per security, or within $49.60 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225036061/ms9188_424b2-19177.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	-20%		--
#2	+20%		$1,227.50*
The securities are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,227.50 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)
+60.00%		$2,050.00*
+40.00%		$2,050.00*
+20.00%		$2,050.00*
0.00%		$2,050.00*
-10.00%		$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
*Assumes a call return of approximately 21.00% 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 do not guarantee the return of any principal 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)

●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

What did Trinity Capital (TRIN) announce in its June 26, 2025 Form 8-K?

The company entered into an underwriting agreement to issue $125 million of 6.750% senior notes due 2030.

When is the closing date for Trinity Capital’s 6.750% notes offering?

The transaction is expected to close on July 3, 2025.

Which underwriters are managing Trinity Capital’s new note issuance?

Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC act as joint book-running managers.

Under which registration statement is the 6.750% notes offering being made?

The offering uses Trinity’s shelf registration statement on Form N-2 (File No. 333-275970).

What exhibits accompany the Form 8-K filing?

Exhibit 1.1 is the Underwriting Agreement; Exhibit 104 is the Inline XBRL cover-page data file.