[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Worthington Steel, Inc. (WS) has filed a Form 4 indicating that Executive Chairman and Director John B. Blystone received 17,065 restricted common shares on 06/27/2025 pursuant to the company’s 2023 Long-Term Incentive Plan. The transaction is coded “A,” signifying an equity award granted at $0 rather than an open-market purchase. After the grant, Blystone’s direct beneficial ownership rises to 236,314 shares. The award will vest on 06/27/2026, strengthening the executive’s equity stake and aligning leadership incentives with shareholders. No sales, option exercises, or derivative transactions were reported in this filing.

Positive

• Executive Chairman increased direct holdings by 17,065 shares, bringing his stake to 236,314 shares, enhancing insider alignment.
• Restricted stock vests in one year, providing a retention and performance incentive without immediate shareholder dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR – 17,065-share restricted stock award adds to insider stake; neutral short-term impact.

The award increases the Executive Chairman’s direct ownership to 236,314 shares, but because it is a zero-cost grant rather than an open-market buy, near-term valuation impact is limited. Still, a larger equity position marginally improves alignment incentives, which can be viewed as a modest positive governance signal. No cash outflow or earnings effect is involved, so the market reaction is likely muted.

Corporate Governance Expert

TL;DR – Standard annual equity grant; aligns pay with performance, limited strategic signal.

The use of restricted stock that vests after one year reflects common best practice for executive compensation, encouraging retention and long-term focus. The single-year cliff vest is shorter than multi-year tranches seen at larger peers, indicating a relatively near-term alignment horizon. Because the award is routine and represents a small percentage of outstanding shares, I classify the disclosure as not materially impactful for governance risk assessments.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,054

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 5, 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	August 3, 2026	90% of the initial level	$1,152.50 to $1,162.50
	#2	August 31, 2026		$1,165.208 to $1,176.042
	#3	September 30, 2026		$1,177.917 to $1,189.583
	#4	October 30, 2026		$1,190.625 to $1,203.125
	#5	November 30, 2026		$1,203.333 to $1,216.667
	#6	December 31, 2026		$1,216.042 to $1,230.208
	#7	January 29, 2027		$1,228.75 to $1,243.75
	#8	February 26, 2027		$1,241.458 to $1,257.292
	#9	March 31, 2027		$1,254.167 to $1,270.833
	#10	April 30, 2027		$1,266.875 to $1,284.375
	#11	May 28, 2027		$1,279.583 to $1,297.917
	#12	June 30, 2027		$1,292.292 to $1,311.458
	#13	July 30, 2027		$1,305.00 to $1,325.00
	#14	August 31, 2027		$1,317.708 to $1,338.542
	#15	September 30, 2027		$1,330.417 to $1,352.083
	#16	October 29, 2027		$1,343.125 to $1,365.625
	#17	November 30, 2027		$1,355.833 to $1,379.167
	#18	December 31, 2027		$1,368.542 to $1,392.708
	#19	January 31, 2028		$1,381.25 to $1,406.25
	#20	February 29, 2028		$1,393.958 to $1,419.792
	#21	March 31, 2028		$1,406.667 to $1,433.333
	#22	April 28, 2028		$1,419.375 to $1,446.875
	#23	May 31, 2028		$1,432.083 to $1,460.417
	#24	June 30, 2028		$1,444.792 to $1,473.958
	#25	July 31, 2028		$1,457.50 to $1,487.50
	#26	August 31, 2028		$1,470.208 to $1,501.042
	#27	September 29, 2028		$1,482.917 to $1,514.583
	#28	October 31, 2028		$1,495.625 to $1,528.125
	#29	November 30, 2028		$1,508.333 to $1,541.667
	#30	December 29, 2028		$1,521.042 to $1,555.208
	#31	January 31, 2029		$1,533.75 to $1,568.75
	#32	February 28, 2029		$1,546.458 to $1,582.292
	#33	March 29, 2029		$1,559.167 to $1,595.833
	#34	April 30, 2029		$1,571.875 to $1,609.375
	#35	May 31, 2029		$1,584.583 to $1,622.917
	#36	June 29, 2029		$1,597.292 to $1,636.458
	#37	July 31, 2029		$1,610.00 to $1,650.00
	#38	August 31, 2029		$1,622.708 to $1,663.542
	#39	September 28, 2029		$1,635.417 to $1,677.083
	#40	October 31, 2029		$1,648.125 to $1,690.625
	#41	November 30, 2029		$1,660.833 to $1,704.167
	#42	December 31, 2029		$1,673.542 to $1,717.708
	#43	January 31, 2030		$1,686.25 to $1,731.25
	#44	February 28, 2030		$1,698.958 to $1,744.792
	#45	March 29, 2030		$1,711.667 to $1,758.333

	#46	April 30, 2030		$1,724.375 to $1,771.875
	#47	May 31, 2030		$1,737.083 to $1,785.417
	#48	June 28, 2030		$1,749.792 to $1,798.958
Buffer amount:	20% (80% maximum loss)1
Pricing date:	July 31, 2025
Final determination date:	July 31, 2030
Maturity date:	August 5, 2030
CUSIP:	61778NAY7
Estimated value:	$934.20 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035566/ms9054_424b2-18960.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%		$1,165.208*
The securities are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,165.208 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%		$1,762.50*
+40.00%		$1,762.50*
+20.00%		$1,762.50*
0.00%		$1,762.50*
-10.00%		$1,762.50*
-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 call return of approximately 15.25% 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

How many Worthington Steel (WS) shares did Executive Chairman John B. Blystone acquire?

He was granted 17,065 restricted common shares on 06/27/2025.

What is John B. Blystone’s total direct beneficial ownership after the transaction?

Following the award, he directly owns 236,314 WS shares.

What transaction code appears in the Form 4 for this grant?

The filing lists transaction code "A", indicating an equity award or acquisition from the issuer.

When will the restricted shares granted to Blystone vest?

The restricted stock will vest on 06/27/2026, one year after the grant date.

Was any cash paid for the newly acquired shares?

No. The restricted stock was granted at a price of $0 per share.