[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance has announced SX5E Market-Linked Notes due August 5, 2030, offering investors exposure to the EURO STOXX 50® Index with enhanced upside potential. Key features include:

• A 130% to 135% participation rate in the index's positive performance
• Principal protection against negative index performance
• Estimated value of $952.00 per note
• 5-year maturity with observation date on July 31, 2030

The notes' payment structure offers asymmetric returns: investors receive 130-135% of any positive index performance while being protected against losses, maintaining the $1,000 principal even if the index declines. Notable risks include credit risk of Morgan Stanley, no interim interest payments, and limited secondary market liquidity. The notes are guaranteed by Morgan Stanley and will trade under CUSIP 61778NAV3.

Positive

• Enhanced upside potential with 130-135% participation rate in EURO STOXX 50 Index gains
• Principal protection feature guarantees return of $1,000 per note at maturity regardless of index performance
• 5-year maturity provides meaningful time horizon for potential market appreciation

Negative

• Notes offer no periodic interest payments, reducing income potential
• Estimated value of $952 per note represents a 4.8% discount to the issue price, indicating significant embedded costs
• Limited secondary market liquidity due to no exchange listing
• Performance only measured at maturity (observation date), ignoring interim index gains

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,052

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SX5E Market-Linked Notes due August 5, 2030

This document provides a summary of the terms of the notes. 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:	EURO STOXX 50® Index‬‬ (SX5E)
Participation rate:	130% to 135%
Pricing date:	July 31, 2025
Observation date:	July 31, 2030
Maturity date:	August 5, 2030
CUSIP:	61778NAV3
Estimated value:	$952.00 per note, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034684/ms9052_424b2-18941.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 notes.

 

% Change in Closing Level of the Underlier	Payment at Maturity per Note
+60.00%	$1,780.00*
+40.00%	$1,520.00*
+20.00%	$1,260.00*
0.00%	$1,000.00
-20.00%	$1,000.00
-40.00%	$1,000.00
-60.00%	$1,000.00
-80.00%	$1,000.00
-100.00%	$1,000.00
*Assumes a participation rate of 130%

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.

●The amount payable on the notes is not linked to the value of the underlier at any time other than the observation date.

●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.

oThere are risks associated with investments in securities linked to the value of foreign equity 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 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

What is the participation rate for MS's SX5E Market-Linked Notes due August 2030?

Morgan Stanley's SX5E Market-Linked Notes offer a participation rate of 130% to 135%, meaning investors can receive enhanced returns if the EURO STOXX 50® Index increases in value over the term of the notes.

What is the estimated value of MS's Market-Linked Notes issued in July 2025?

The estimated value of the Market-Linked Notes is $952.00 per note, or within $55.00 of that estimate. This value is less than the original issue price due to various factors including costs associated with issuing, selling, structuring, and hedging the notes.

What happens if the EURO STOXX 50 Index declines for MS's Market-Linked Notes?

According to the payment table, if the EURO STOXX 50 Index declines by any amount (even up to -100%), investors will receive $1,000.00 per note at maturity, effectively providing principal protection against market downside.

What is the maximum potential return for MS's SX5E Market-Linked Notes?

Based on the payment table with a 130% participation rate, if the underlying EURO STOXX 50 Index increases by 60%, investors would receive $1,780.00 per note at maturity, representing a 78% return on the investment.

What are the key risk factors for MS's Market-Linked Notes issued in 2025?

Key risks include: 1) notes may not pay more than principal amount, 2) no interest payments, 3) subject to Morgan Stanley's credit risk, 4) limited secondary market trading as notes won't be listed on exchanges, and 5) value only linked to the underlier on the observation date (July 31, 2030).