[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Nvidia Corp. (NVDA) has filed a Form 144 indicating that President and CEO Jen-Hsun Huang intends to sell up to 75,000 shares of common stock on 30 June 2025 through broker Charles Schwab & Co. The planned transaction is valued at approximately $11.8 million, based on the filing’s stated aggregate market value. The shares were acquired via a Performance Stock Award on 20 March 2024 and will be sold on the NASDAQ exchange. The filing lists 24.4 billion shares outstanding, making the proposed sale an immaterial 0.0003 % of total shares.

The notice also discloses that Huang has executed six sales in the previous three months—totalling 375,000 shares between 20 June 2025 and 27 June 2025—for combined gross proceeds of roughly $56.7 million. Together with the upcoming sale, insider disposals reach 450,000 shares within a short window.

Because Form 144 signals an intention rather than a completed trade, the transaction may or may not occur, and no Rule 10b5-1 plan adoption date is provided in the submitted fields. Nonetheless, the filing meets disclosure requirements under SEC Rule 144, offering investors transparency into executive trading activity.

Positive

• Immaterial dilution: 75,000 shares represent only 0.0003 % of the reported 24.4 billion shares outstanding.
• Regulatory transparency: Filing under Rule 144 provides advance public notice of potential insider transactions.

Negative

• Continued insider selling: CEO has already sold 375,000 shares in the past week and plans to sell another 75,000, totalling 450,000 shares.
• No 10b5-1 plan date disclosed, leaving uncertainty about whether sales are pre-scheduled or opportunistic.

Insights

Equity Analyst

TL;DR – CEO plans another 75 k-share sale, totalling 450 k shares in June; small percentage of float but notable insider selling trend.

Huang’s new Form 144 extends a rapid series of insider sales (375 k shares already sold this month) by scheduling a further 75 k shares worth ~$11.8 m. While the absolute dollar value is meaningful, the stake represents only 0.0003 % of the 24.4 bn shares stated outstanding, implying negligible dilution or ownership change. Still, clustered executive sales can weigh on sentiment, particularly after a sizeable run-up in NVDA’s market capitalisation. No earnings or operational commentary accompanies the filing, so market impact depends largely on prevailing investor attitudes toward insider activity.

Corporate Governance Expert

TL;DR – Routine Rule 144 filing shows compliant disclosure; lack of 10b5-1 date limits clarity on pre-planned nature.

The company has properly disclosed the proposed transaction under Rule 144, enhancing transparency. However, the omission of a specified 10b5-1 plan adoption date means investors cannot determine whether the sale is executed under an established trading plan, which would typically mitigate concerns over informational advantages. Recent consecutive sales add optics of aggressive diversification by the CEO, although the amounts are small relative to the float. Overall, governance risk appears low, but perception risk remains.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,073

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

BAUSE5X Jump Notes with Auto-Callable Feature due August 2, 2032

This document provides a summary of the terms of the notes. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product 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:	BlackRock Adaptive U.S. Equity 5% Index (“BAUSE5X”)
Automatic early redemption:	Determination date:		Call threshold level:	Early redemption payment (per note):
	#1	July 28, 2026	101.50% of the initial level	At least $1,080.00
	#2	July 28, 2027		At least $1,160.00
	#3	July 28, 2028		At least $1,240.00
	#4	July 30, 2029		At least $1,320.00
	#5	July 29, 2030		At least $1,400.00
	#6	July 28, 2031		At least $1,480.00
Pricing date:	July 28, 2025
Final determination date:	July 28, 2032
Maturity date:	August 2, 2032
CUSIP:	61778NBL4
Estimated value:	$934.00 per note, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035564/ms9073_424b2-19109.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 note)
#1	-20%		--
#2	+20%		$1,160.00
The notes are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,160.00 per note on the related early redemption date.
Hypothetical Payment at Maturity1 (if the notes have not been automatically redeemed prior to maturity)
% Change in Closing Level of the Underlier		Return on Notes
+60.00%		+60.00%
+40.00%		+40.00%
+20.00%		+20.00%
0.00%		0.00%
-20.00%		0.00%
-40.00%		0.00%
-60.00%		0.00%
-80.00%		0.00%
-100.00%		0.00%

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 Notes

●The notes may not pay more than the stated principal amount at maturity.

●The notes do not pay interest.

●If the notes are automatically redeemed prior to maturity, the appreciation potential of the notes is limited by the fixed early redemption payment specified for each determination date.

●The notes are subject to early redemption risk.

●The market price of the notes may be influenced by many unpredictable factors.

●The notes 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 notes.

●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 notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes to be less than the original issue price and will adversely affect secondary market prices.

●The estimated value of the notes 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 notes 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 notes is not equivalent to investing in the underlier(s).

●You may be required to recognize taxable income on the notes prior to maturity.

Risks Relating to the Underlier(s)

●Because your return on the notes will depend upon the performance of the underlier(s), the notes 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 notes.

●There are risks associated with the BlackRock Adaptive U.S. Equity 5% Index.

oThe level of the BlackRock Adaptive U.S. Equity 5% Index can go down as well as up.

oLow volatility in the BlackRock Adaptive U.S. Equity 5% Index is not synonymous with low risk in an investment linked to the BlackRock Adaptive U.S. Equity 5% Index.

oWhile the BlackRock Adaptive U.S. Equity 5% Index has a target volatility of 5%, there can be no guarantee, even though the BlackRock Adaptive U.S. Equity 5% Index is rebalanced daily, that the realized volatility of the BlackRock Adaptive U.S. Equity 5% Index will not be less than or greater than 5%.

oThere can be no assurance that the actual volatility of the BlackRock Adaptive U.S. Equity 5% Index will be lower than the volatility of any or all of the BAUSE5X Index Constituents.

oThe volatility-targeting feature of the BlackRock Adaptive U.S. Equity 5% Index may dampen its performance in bullish markets.

oThe value of the BlackRock Adaptive U.S. Equity 5% Index and any instrument linked to the BlackRock Adaptive U.S. Equity 5% Index may increase or decrease due to a number of factors, many of which are beyond our control.

oNo assurance can be given that the investment strategy used to construct the BlackRock Adaptive U.S. Equity 5% Index will achieve its intended results or that the BlackRock Adaptive U.S. Equity 5% Index will be successful or will outperform any alternative index or strategy that might reference the BAUSE5X Index Constituents.

oChanges in the value of the BAUSE5X Index Constituents may offset each other.

oThe BlackRock Adaptive U.S. Equity 5% Index was established on March 13, 2023, and therefore has limited actual operating history.

oAs the BlackRock Adaptive U.S. Equity 5% Index is new and has limited actual historical performance, any investment in the BlackRock Adaptive U.S. Equity 5% Index may involve greater risk than an investment in an index with longer actual historical performance and a proven track record.

oThe daily decrement of 0.50% per annum and the Interest Rate Reduction will adversely affect the performance of the BlackRock Adaptive U.S. Equity 5% Index in all cases, whether the BlackRock Adaptive U.S. Equity 5% Index appreciates or depreciates.

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 notes.

●Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes.

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Additional Information About the Notes–United States federal income tax considerations” concerning the U.S. federal income tax consequences of an investment in the notes, and you should consult your tax adviser.

FAQ

How many NVDA shares does CEO Jen-Hsun Huang plan to sell?

The Form 144 states a proposed sale of 75,000 common shares.

What is the approximate value of the planned NVDA share sale?

The filing lists an aggregate market value of $11.8 million for the 75,000 shares.

When is the proposed sale date for the NVDA shares?

The approximate sale date disclosed is 30 June 2025.

How many NVDA shares has the CEO sold in the last three months?

The document records 375,000 shares sold between 20 June 2025 and 27 June 2025.

Is the upcoming NVDA share sale part of a Rule 10b5-1 trading plan?

The Form 144 leaves the 10b5-1 plan adoption date blank, so this is not confirmed.