New Morgan Stanley Investment Note Offers 81% Upside with Partial Market Protection

Rhea-AI Filing Summary

Morgan Stanley Finance has announced Worst-of SPX, NDX and RTY Trigger PLUS securities due August 5, 2030. These structured notes offer leveraged exposure to the worst-performing index among the S&P 500, Nasdaq-100, and Russell 2000 indices.

Key features include:

• Maximum payment at maturity: 176% to 181% of principal ($1,760 to $1,810 per security)
• Leverage factor: 400%
• Downside threshold: 70% of initial level
• Estimated value: $944.10 per security

Notable risks include no principal protection, limited appreciation potential, and exposure to the worst-performing index. The securities don't pay interest and are subject to Morgan Stanley's credit risk. The payment at maturity will be determined solely by the worst-performing underlier's value on July 31, 2030. If any underlier declines more than 30% from its initial level, investors will be fully exposed to the downside of the worst performer.

Positive

• Significant upside potential with maximum return of 176-181% of principal amount at maturity
• 400% leverage factor provides enhanced exposure to positive underlier performance
• Downside protection with buffer against losses if underliers don't fall below 70% of initial level

Negative

• No principal protection if worst-performing underlier falls below 70% threshold - potential for complete loss
• Return capped at maximum payment of $1,760-$1,810 per security regardless of underlier performance
• Product linked to worst-performing of three indices (SPX, NDX, RTY), increasing downside risk
• Estimated value ($944.10) significantly below principal amount ($1,000), indicating high embedded costs
• No periodic interest payments during 5-year term

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,056

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of SPX, NDX and RTY Trigger PLUS 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
Underliers:	S&P 500® Index (SPX), Nasdaq-100 Index® (NDX) and Russell 2000® Index (RTY)
Maximum payment at maturity:	$1,760 to $1,810 per security (176% to 181% of the stated principal amount)
Leverage factor:	400%
Downside threshold level:	70% of the initial level for each underlier
Pricing date:	July 31, 2025
Observation date:	July 31, 2030
Maturity date:	August 5, 2030
CUSIP:	61778NBA8
Estimated value:	$944.10 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034682/ms9056_424b2-18939.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%	$1,760.00*
+40.00%	$1,760.00*
+30.00%	$1,760.00*
+20.00%	$1,760.00*
+19.00%	$1,760.00
+10.00%	$1,400.00
+5.00%	$1,200.00
0.00%	$1,000.00
-20.00%	$1,000.00
-30.00%	$1,000.00
-31.00%	$690.00
-40.00%	$600.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00

*Assumes a maximum payment at maturity of $1,760 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 do not guarantee the return of any principal 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 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 is the maximum potential return for MS's Trigger PLUS securities due August 2030?

The maximum payment at maturity for Morgan Stanley's Trigger PLUS securities is $1,760 to $1,810 per security, representing 176% to 181% of the stated principal amount. This maximum return is capped regardless of how well the underlying indices perform.

What are the underlying indices for MS's new structured note offering?

The structured notes are linked to three indices: the S&P 500® Index (SPX), Nasdaq-100 Index® (NDX), and Russell 2000® Index (RTY). The payment at maturity will be based on the performance of the worst-performing of these three indices.

What is the downside protection level for MS's Trigger PLUS securities?

The downside threshold level is set at 70% of the initial level for each underlier. This means investors are protected against market declines as long as none of the underlying indices falls below 70% of their initial levels on the observation date.

What is the estimated value of MS's Trigger PLUS securities?

The estimated value of the securities is $944.10 per security, or within $55.00 of that estimate. This is notably less than the issue price, due to factors including the lower rate MS pays and costs associated with issuing, selling, structuring, and hedging the securities.

What are the key risks of investing in MS's Trigger PLUS securities?

Key risks include: 1) No guaranteed return of principal and no interest payments, 2) Limited appreciation potential due to the maximum payment cap, 3) Exposure to the worst-performing of three indices, 4) Credit risk of Morgan Stanley, and 5) Limited secondary market trading as securities won't be listed on any exchange.