[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Legal & General Group Plc and four affiliated investment entities have filed Amendment No. 1 to Schedule 13G reporting a beneficial ownership position in OneSpan Inc. (NASDAQ: OSPN) as of 31 December 2023.

The group holds 2,207,340 common shares, representing 5.53 % of OneSpan’s outstanding stock, thereby crossing the 5 % reporting threshold. All voting and dispositive authority is shared; none of the reporting persons has sole power to vote or dispose of the shares.

The filing consolidates holdings across multiple Legal & General units:

• Legal & General Investment Management Ltd – 2,202,907 shares (5.5 % of class)
• LGIM Managers (Europe) Ltd – 2,179,777 shares (5.46 % of class)
• Legal & General UCITS ETF Plc – 2,179,777 shares (5.5 % of class)
• Legal & General Investment Management America Inc – 4,433 shares (<0.1 % of class)

Because the subsidiaries’ shares overlap within the consolidated total, the aggregate group ownership remains 2.21 million shares.

The filing is made under Rule 13d-1(b) for institutional investors and is signed by Mary Ann Colledge (Head of Conduct Advisory) on 07 February 2025, certifying its accuracy.

Key take-aways for investors:

• Presence of a globally recognised asset manager owning more than 5 % may signal institutional confidence in OneSpan’s strategy.
• Shared, not sole, voting power suggests the stake is held across pooled funds rather than for activist purposes.

Positive

• Institutional support: Legal & General entities collectively own 5.53 % of OSPN, highlighting interest from a major global asset manager.

Negative

• None.

Insights

Securities Analyst

TL;DR – 5.53 % institutional stake; neutral-to-mildly positive for sentiment.

Legal & General’s 2.21 million-share position confirms that a large U.K. asset manager maintains exposure above the critical 5 % threshold, which often enhances liquidity and market visibility for small-cap names like OneSpan. Because the filing shows zero sole voting power and categorises the entities as passive institutional investors under Rule 13d-1(b), the disclosure does not imply an activist agenda or strategic partnership. Overall impact on valuation is limited but sentiment may benefit from demonstrated institutional support.

Corporate Governance Expert

TL;DR – Passive 5 %+ holding; governance impact minimal.

The amendment aggregates positions across multiple Legal & General affiliates, clarifying control and reducing fragmentation of disclosures. Because all authority is shared and each entity is regulated (FCA, Central Bank of Ireland, SEC), the filing satisfies transparency obligations without altering OneSpan’s control structure. No board representation or voting commitments are indicated, so governance influence remains negligible.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,237

Filed pursuant to Rule 433

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

July 8, 2025

Morgan Stanley Finance LLC

Structured Investments

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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the VanEck® Semiconductor ETF and the Health Care Select Sector SPDR® Fund due July 20, 2028

Fully and Unconditionally Guaranteed by Morgan Stanley

Summary of terms

Issuer and guarantor	Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor)
Underlyings	Energy Select Sector SPDR® Fund (the “XLE Shares”), VanEck® Semiconductor ETF (the “SMH Shares”) and the Health Care Select Sector SPDR® Fund (the “XLV Shares”)
Pricing date*	July 16, 2025
Original issue date*	July 21, 2025
Face amount	$1,000 per security
Contingent coupon payments	On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the closing price of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold price. Each “contingent coupon payment”, if any, will be calculated per security as follows: ($1,000 × contingent coupon rate) / 12.
Contingent coupon rate	At least 12.60% per annum, to be determined on the pricing date
Automatic call	If, on any quarterly call observation date, beginning in January 2026, the closing price of each underlying is greater than or equal to its respective starting price, the securities will be automatically called for a cash payment per security equal to the face amount plus a final contingent coupon payment on the related call settlement date.
Calculation days	Monthly, on the 16th of each month, commencing in August 2025 and ending on the final calculation day. We also refer to the July 2028 calculation day as the final calculation day.
Call observation dates	Quarterly, beginning approximately six months after the original issue date, on the calculation days scheduled to occur in January 2026, April 2026, July 2026, October 2026, January 2027, April 2027, July 2027, October 2027, January 2028 and April 2028.
Contingent coupon payment dates	Three business days after the applicable calculation day; provided that the coupon payment date for the final calculation day is the maturity date.
Call settlement date	Three business days after the applicable call observation date.
Maturity payment amount (per security)	●if the closing price of each underlying on the final calculation day is greater than or equal to its respective downside threshold price: $1,000; or ●if the closing price of any underlying on the final calculation day is less than its respective downside threshold price: $1,000 × performance factor of the lowest performing underlying on the final calculation day
Maturity date*	July 20, 2028
Closing price	The “closing price” for one share of each Fund (or one unit of any other security for which a closing price must be determined) on any trading day means the product of (i) the official closing price on such day published by the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such Fund (or any such other security) is listed or admitted to trading, and (ii) the adjustment factor applicable to such Fund on such trading day.
Starting price	For each underlying, its closing price on the pricing date
Ending price	With respect to each Fund, the respective closing price on the final calculation day.
Adjustment factor	With respect to each Fund, 1.0, subject to adjustment in the event of certain events affecting the shares of such Fund.
Lowest performing underlying	On any calculation day, the underlying with the lowest performance factor on that calculation day
Performance factor	With respect to each underlying, on any calculation day, its closing price on such calculation day divided by its starting price
Coupon threshold price	70% of the starting price for each underlying
Downside threshold price	70% of the starting price for each underlying
Calculation agent	Morgan Stanley & Co. LLC, an affiliate of the issuer
Denominations	$1,000 and any integral multiple of $1,000
Agent discount**	Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $17.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA.  

*Subject to change

** In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services

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Summary of terms (continued)

CUSIP	61778NJC6
Tax considerations	See preliminary pricing supplement

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Hypothetical payout profile (excluding contingent coupon payments)

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If the securities are not automatically called prior to the maturity date and the closing price of any underlying on the final calculation day is less than its downside threshold price, you will lose more than 30%, and possibly all, of the face amount of your securities at the maturity date.

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Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any underlying, but you will have full downside exposure to the lowest performing underlying on the final calculation day if the closing price of that underlying on the final calculation day is less than its downside threshold price.

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The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000 per security. We estimate that the value of each security on the pricing date will be approximately $960.30, or within $45.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement. See “Investment Summary” and “Risk Factors” in the accompanying preliminary pricing supplement for further information.

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This document provides a summary of the terms of the securities. Investors should carefully review the accompanying preliminary pricing supplement, product supplement for principal at risk securities, index supplement and prospectus before making a decision to invest in the securities.

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Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/895421/000183988225037572/ms9237_424b2-20471.htm

The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” in the accompanying preliminary pricing supplement. All payments on the securities are subject to our credit risk.

This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

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Selected risk considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement, product supplement for principal at risk securities, index supplement and prospectus. Please review those risk factors carefully.

Risks Relating to an Investment in the Securities ●The securities do not guarantee the return of the face amount of your securities at maturity. ●The securities do not provide for the regular payment of interest. ●The contingent coupon payment, if any, is based on the value of each underlying on only the related monthly calculation day at the end of the related interest period. ●Investors will not participate in any appreciation in any underlying. ●The market price will 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. ●Investing in the securities is not equivalent to investing in the underlyings or the stocks composing the share underlying indices. ●Reinvestment risk. ●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 face amount reduce the economic terms of the securities, cause the estimated value of the securities to be less than the face amount 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. ●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 maturity date may be postponed if the final calculation day is postponed. ●Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. ●The U.S. federal income tax consequences of an investment in the securities are uncertain. Risks Relating to the Underlyings ●You are exposed to the price risk of each underlying. ●Because the securities are linked to the performance of the lowest performing underlying, you are exposed to greater risks of receiving no contingent coupon payments and sustaining a significant loss on your investment than if the securities were linked to just one underlying. ●Investing in the securities exposes investors to risks associated with investments with a concentration in the energy sector. ●The VanEck® Semiconductor ETF is subject to risks associated with investments concentrated in the semiconductor sector. ●Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the health care sector. ●The performance and market price of the underlyings, particularly during periods of market volatility, may not correlate with the performance of the share underlying indices, the performance of the component securities of the share underlying indices or the net asset value per share of the underlyings. ●Adjustments to the underlying shares or the indices tracked by the underlying shares could adversely affect the value of the securities. ●Historical prices of the underlyings should not be taken as an indication of the future performance of the underlyings during the term of the securities. ●The anti-dilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. &nbsp;

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For more information about the underlyings, including historical performance information, see the accompanying preliminary pricing supplement.

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Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the applicable product supplement and the index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the applicable product supplement, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the applicable product supplement, index supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.

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Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.

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FAQ

How many OneSpan (OSPN) shares does Legal & General report owning?

The filing shows 2,207,340 common shares beneficially owned.

What percentage of OneSpan’s outstanding stock is represented by this stake?

Legal & General’s position equals 5.53 % of the class.

Does Legal & General have sole voting power over the shares?

No. The filing discloses 0 shares with sole voting or dispositive power; all authority is shared.

Under which rule was this Schedule 13G/A filed?

It was filed pursuant to Rule 13d-1(b) for qualified institutional investors.

Who signed the Schedule 13G/A on behalf of the reporting persons?

Mary Ann Colledge, Head of Conduct Advisory, signed on 07 February 2025.

Which Legal & General subsidiaries are included in the filing?

Legal & General Investment Management Ltd, LGIM Managers (Europe) Ltd, Legal & General UCITS ETF Plc, and Legal & General Investment Management America Inc.