New Morgan Stanley Investment Product Offers Downside Protection with 1.5x S&P 500 Gains

Rhea-AI Filing Summary

Morgan Stanley Finance has announced SPX Buffered PLUS Notes due January 16, 2030, offering investors exposure to the S&P 500 Index with enhanced features. Key terms include:

• Maximum Return: 54% (capped at $1,540 per $1,000 principal)
• Leverage Factor: 150% participation in index gains
• Downside Protection: 10% buffer against losses
• Estimated Value: $969.10 per security

The structured note offers enhanced upside potential up to the cap while providing partial protection against market declines. Investors maintain full principal if the S&P 500 declines by 10% or less, with one-for-one losses beyond the buffer. Key risks include credit risk of Morgan Stanley, limited secondary market liquidity, and capped upside potential. The notes do not provide dividend payments or direct index exposure.

Positive

• Offers 150% leverage on S&P 500 upside performance up to a maximum return of 54%
• Includes downside protection with 10% buffer against initial losses
• Maximum payment at maturity offers significant upside potential at 154% of principal amount ($1,540 per $1,000 invested)

Negative

• Product caps maximum return at 54% even if index performs better
• Estimated value ($969.10) is significantly below the issue price, indicating high embedded costs
• Credit risk exposure to Morgan Stanley could affect actual returns
• No periodic interest payments, returns only available at maturity in 4.5 years
• Limited secondary market liquidity due to no exchange listing

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,069

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPX Buffered PLUS due January 16, 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 500® Index (SPX)
Maximum payment at maturity:	$1,540.00 per security (154.00% of the stated principal amount)
Leverage factor:	150%
Buffer amount:	10% (90% maximum loss)1
Pricing date:	July 11, 2025
Observation date:	January 11, 2030
Maturity date:	January 16, 2030
CUSIP:	61778NBQ3
Estimated value:	$969.10 per security, or within $45.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034556/ms9069_424b2-18872.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 securities.

% Change in Closing Level of the Underlier	Payment at Maturity per Security
+100.00%	$1,540.00
+80.00%	$1,540.00
+60.00%	$1,540.00
+40.00%	$1,540.00
+36.00%	$1,540.00
+30.00%	$1,450.00
+20.00%	$1,300.00
+10.00%	$1,150.00
+5.00%	$1,075.00
0.00%	$1,000.00
-10.00%	$1,000.00
-11.00%	$990.00
-20.00%	$900.00
-40.00%	$700.00
-60.00%	$500.00
-80.00%	$300.00
-100.00%	$100.00
 

 

 

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 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 maximum payment at maturity.

●The amount payable on the securities is not linked to the value of the underlier 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.

oAdjustments to an underlying index could adversely affect the value of the 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 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 payment at maturity for MS's SPX Buffered PLUS securities due January 2030?

The maximum payment at maturity is $1,540.00 per security, which represents 154.00% of the stated principal amount. This cap applies even if the underlying S&P 500 Index increases by more than 36%.

What is the buffer protection level for MS's Buffered PLUS offering filed June 28, 2025?

The securities offer a 10% buffer protection, meaning investors are protected against the first 10% of index losses. The maximum potential loss is 90% of the principal amount, which would occur if the S&P 500 Index declines 100%.

What is the leverage factor on Morgan Stanley's SPX Buffered PLUS securities (CUSIP: 61778NBQ3)?

The SPX Buffered PLUS securities offer a leverage factor of 150%, which means investors will receive 1.5 times any positive return of the S&P 500 Index, up to the maximum payment at maturity of $1,540.00 per security.

What is the estimated value of MS's Buffered PLUS securities filed in June 2025?

The estimated value of the securities is $969.10 per security, or within $45.00 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 securities.

When is the maturity date for Morgan Stanley's SPX Buffered PLUS securities filed in June 2025?

The maturity date for these securities is January 16, 2030, with an observation date of January 11, 2030. The pricing date is scheduled for July 11, 2025.