[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance has announced Worst-of Dual Directional Trigger PLUS securities due August 1, 2030, linked to the performance of Dow Jones Industrial Average, S&P 500, and Russell 2000 indices. Key features include:

• A leverage factor of 133% to 148% for positive underlier performance
• 50% absolute return participation rate for negative performance above threshold
• Downside threshold level of 60% of initial level for each underlier
• Payment at maturity based on worst-performing underlier
• Estimated value of $920.80 per security

Notable risks include no principal guarantee, effectively capped returns, credit risk exposure to Morgan Stanley, and complex tax implications. The securities offer potential upside leverage in rising markets and partial downside protection, but investors could lose their entire investment if the worst-performing underlier falls significantly. The structure provides positive returns in both moderately up and down markets, subject to specified conditions and limitations.

Positive

• Morgan Stanley is offering innovative dual directional investment product with 133-148% leverage on upside potential
• Product offers downside protection up to 40% loss (threshold at 60% of initial level)
• Investors can benefit from both upside and downside market movements within certain ranges
• Maximum potential return of 79.8% (with 133% leverage) if worst-performing index rises 60%

Negative

• Estimated value ($920.80) is significantly below the issue price ($1000), indicating high embedded costs
• Returns are capped and limited to the worst-performing of three indices (INDU, SPX, RTY)
• No principal protection if worst-performing index falls below 60% threshold
• No periodic interest payments during the 5-year term
• Product is subject to Morgan Stanley's credit risk and has limited secondary market liquidity

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,025

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of INDU, SPX and RTY Dual Directional Trigger 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
Underliers:	Dow Jones Industrial AverageSM (INDU), S&P 500® Index (SPX) and Russell 2000® Index (RTY)
Leverage factor:	133% to 148%
Absolute return participation rate:	50%
Downside threshold level:	60% of the initial level for each underlier
Pricing date:	July 28, 2025
Observation date:	July 29, 2030
Maturity date:	August 1, 2030
CUSIP:	61778K7G6
Estimated value:	$920.80 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034330/ms9025_424b2-18653.htm

1All payments are subject to our credit risk

 

Hypothetical Payment at Maturity1

The payment at maturity will be based solely on the performance of the worst performing underlier, which could be any underlier. The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the worst performing underlier over the term of the securities.

% Change in Closing Level of the Worst Performing Underlier	Payment at Maturity per Security
60.00%	$1,798.00*
40.00%	$1,532.00*
20.00%	$1,266.00*
0.00%	$1,000.00
-20.00%	$1,100.00
-40.00%	$1,200.00
-41.00%	$590.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00
*Assumes a leverage factor of 133%

 

 

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 do not guarantee the return of any principal and do not pay interest.

●Any positive return on the securities that is based on the depreciation of the worst performing underlier is effectively capped.

●The amount payable on the securities is not linked to the values of the underliers 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.

oYou are exposed to the price risk of each underlier.

oBecause the securities are linked to the performance of the worst performing underlier, you are exposed to a greater risk of not receiving a positive return on the securities and/or sustaining a significant loss on your investment than if the securities were linked to just one underlier.

oAdjustments to an underlying index could adversely affect the value of the securities.

●The securities are subject to risks associated with small-capitalization companies.

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 are the key terms of MS's Dual Directional Trigger PLUS notes due August 1, 2030?

The notes are issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley (MS). Key terms include: leverage factor of 133% to 148%, absolute return participation rate of 50%, downside threshold level of 60% of initial level, and are linked to the worst performing of three indices: Dow Jones Industrial Average, S&P 500, and Russell 2000. The estimated value is $920.80 per security.

What is the maximum potential return for MS's Trigger PLUS notes?

Based on the hypothetical payment table, assuming a leverage factor of 133%, the maximum shown return would be $1,798 per security, which occurs when the worst performing underlier increases by 60%. However, any positive return based on the depreciation of the worst performing underlier is effectively capped.

What happens if the worst performing index falls below 60% in MS's Trigger PLUS?

If the worst performing underlier falls below the 60% downside threshold level at maturity, investors will be fully exposed to the negative performance of that underlier. For example, if the worst performing underlier declines by 80%, investors would receive $200 per $1,000 security, representing an 80% loss.

What are the main risk factors for MS's Dual Directional Trigger PLUS?

Key risks include: 1) No guaranteed return of principal and no interest payments, 2) Payment depends solely on worst performing underlier at maturity, 3) Subject to Morgan Stanley's credit risk, 4) Limited secondary market trading, and 5) Exposure to small-cap company risks through Russell 2000 index. The securities are not equivalent to directly investing in the underlying indices.

How is the estimated value of MS's Trigger PLUS determined?

The estimated value of $920.80 per security is determined by Morgan Stanley's pricing and valuation models. The filing notes that this value is likely lower than implied by secondary market credit spreads due to the lower rate MS is willing to pay and includes costs associated with issuing, selling, structuring and hedging the securities.