[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

TransDigm Group Incorporated, through its wholly owned subsidiary TDG Rise Merger Sub, Inc., has completed the cash tender offer for all outstanding shares of Servotronics, Inc. (NYSE American: SVT).

• Offer terms: $47.00 per share in cash, net of withholding taxes.
• Tender results: 2,228,197 shares were validly tendered and not withdrawn, representing 87.09 % of outstanding shares, thereby satisfying the minimum-tender condition.
• Acceptance & payment: All validly tendered shares have been irrevocably accepted for purchase; cash payment will be made promptly in accordance with the offer terms.
• Subsequent merger: On 1 July 2025, the offeror effected a short-form merger under DGCL §251(h). Servotronics survived as a wholly owned subsidiary of TransDigm, and each remaining untendered share (other than those subject to appraisal or held in treasury) has been converted into the right to receive the same $47.00 cash consideration.
• Delisting & deregistration: SVT shares ceased trading prior to market open on 1 July 2025 and will be delisted from NYSE American. TransDigm plans to terminate Servotronics’ Exchange Act registration and suspend all related reporting obligations as soon as practicable.

This filing (Schedule TO-T/A Amendment No. 2) constitutes the final amendment reporting completion of the tender offer and merger. No additional financial statements were required under Item 10. A joint press release dated 1 July 2025 detailing the results is included as Exhibit (a)(5)(B).

Positive

• Successful tender offer with 87.09 % acceptance ensures immediate control and integration by TransDigm.
• Cash consideration of $47 per share provides liquidity and certainty of value for Servotronics shareholders.
• Prompt merger under DGCL §251(h) eliminates need for additional shareholder vote, reducing timeline and costs.

Negative

• SVT shares delisted and deregistered, ending public market liquidity for any remaining minority holders post-merger.

Insights

M&A Specialist

TL;DR TransDigm’s tender succeeded; 87 % shares tendered, merger closed, SVT delisted, shareholders receive $47 cash.

The tender offer’s strong 87.09 % acceptance comfortably cleared the 251(h) threshold, enabling a rapid, single-step back-end merger without a shareholder vote. Delisting eliminates future public-company costs for the acquirer and accelerates integration. At roughly $105 million in tendered equity value, this is an immaterial deal relative to TransDigm’s multi-billion revenue base but can be strategically additive if Servotronics’ electromechanical product line slots into TransDigm’s aerospace portfolio. For legacy SVT shareholders, the transaction crystallises value at a fixed cash price and ends market exposure. Overall impact is positive but limited in scale for TDG; it is decisive for SVT.

Corporate Governance Expert

TL;DR Governance transition complete; public shareholders cashed out, reporting duties end.

The use of DGCL §251(h) is standard for cash-tender back-end mergers once the minimum condition is met. Minority holders still receive identical consideration, aligning with fairness principles, while appraisal rights remain available. Delisting and deregistration remove SVT from SEC oversight, transferring disclosure reliance to TransDigm’s existing public filings. No contingent liabilities or litigation warnings are mentioned, suggesting a clean closing. Disclosure obligations under Schedule TO have been fulfilled, marking a smooth governance transition.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,116

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPX Buffered PLUS 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® Index (SPX)
Maximum payment at maturity:	$1,425 to $1,475 per security (142.50% to 147.50% of the stated principal amount)
Leverage factor:	150%
Buffer amount:	20% (80% maximum loss)1
Pricing date:	July 28, 2025
Observation date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778NDF5
Estimated value:	$927.50 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035859/ms9116_424b2-19534.htm

1All payments are subject to our credit risk

Hypothetical Payment at Maturity1

The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the underlier over the term of the securities.

% Change in Closing Level of the Underlier	Payment at Maturity per Security
+100.00%	$1,425.00*
+80.00%	$1,425.00*
+60.00%	$1,425.00*
+40.00%	$1,425.00*
+28.333%	$1,425.00
+20.00%	$1,300.00
+10.00%	$1,150.00
0.00%	$1,000.00
-10.00%	$1,000.00
-20.00%	$1,000.00
-21.00%	$990.00
-40.00%	$800.00
-60.00%	$600.00
-80.00%	$400.00
-100.00%	$200.00
*Assumes a maximum payment at maturity of $1,425 per security

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 maximum payment at maturity.

●The amount payable on the securities is not linked to the value of the underlier 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.

oAdjustments to an underlying index could adversely affect the 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 was the final tender price for Servotronics (SVT) shares?

Shareholders received $47.00 in cash for each SVT share tendered or converted in the merger.

How many SVT shares were tendered in the offer?

2,228,197 shares, representing approximately 87.09 % of the outstanding shares, were validly tendered.

Has the merger between TransDigm and Servotronics closed?

Yes. The merger was effected on 1 July 2025 immediately after the tender offer acceptance.

Will SVT remain listed on NYSE American after the transaction?

No. SVT shares ceased trading before market open on 1 July 2025 and will be delisted.

What happens to SVT’s SEC reporting obligations?

TransDigm intends to terminate SVT’s Exchange Act registration and suspend all future reporting requirements.