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MS Structured Note Offers 20% Downside Buffer, 150% Upside—Auto-Call in 2026

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
FWP

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is marketing Buffered Jump Securities with an Auto-Callable feature linked to the worst performer among the S&P 500 (SPX), Nasdaq-100 (NDX) and Russell 2000 (RTY) indexes. Each $1,000 security can be automatically redeemed on 5 Aug 2026 if all three indexes are at or above their initial levels; investors would then receive an early redemption payment of $1,130–$1,150, capping upside thereafter.

If the note is not called, investors participate in 150% of any positive performance of the worst-performing index at maturity on 3 Aug 2028. Downside is mitigated by a 20% buffer; losses begin only if the worst performer has declined by more than 20%, after which the payoff falls one-for-one, exposing investors to a maximum 80% loss.

The issuer’s estimated value is $964.80 (≈3.5% below issue price), reflecting fees and hedging costs. The notes pay no periodic interest, will not be listed, and expose holders to Morgan Stanley’s credit risk. Key risk factors include limited liquidity, valuation opacity, early-call uncertainty, and tax complexity.

Positive

  • 150% participation on the worst-performing index enhances upside versus direct equity exposure.
  • 20% downside buffer offers limited protection before principal loss begins.
  • Early redemption could generate a 13–15% return after one year if all indexes are flat or higher.
  • Backed by Morgan Stanley’s investment-grade credit, reducing default risk versus lesser-rated issuers.

Negative

  • Worst-of linkage significantly increases likelihood of underperformance and loss.
  • No interest payments; investors rely solely on price appreciation or call premium.
  • Issuer’s estimated value is $964.80, implying a 3.5% embedded cost at issuance.
  • 100% call threshold and fixed early payout cap upside if markets rally.
  • Exposure to credit risk of Morgan Stanley for up to three years.
  • Notes are unlisted; secondary market liquidity and pricing transparency are limited.
  • Potential 80% maximum loss if worst index falls 100%, despite buffer.

Insights

TL;DR: Attractive 150% upside and 20% buffer, but worst-of link and call feature limit risk-adjusted appeal.

From a payoff engineering perspective, the note offers leveraged equity participation and modest downside protection. However, the worst-of structure greatly increases the probability that at least one index underperforms, eroding the likelihood of a positive return. The 100% call threshold means investors may be redeemed early after only a ~13–15% gain, forfeiting further upside while still bearing issuer credit exposure over the remaining three-year life if reinvested. An estimated value 3.5% below par confirms a hefty embedded cost. Illiquidity and tax uncertainty further diminish attractiveness. Overall, risk-reward appears balanced, not compelling.

TL;DR: Niche tactical play; neutral portfolio impact given credit and liquidity trade-offs.

For diversified portfolios, the security can substitute a small equity sleeve, adding conditional downside protection. The 20% buffer is useful versus direct index exposure, and auto-call provides potential mid-cycle cash return. Yet concentration in three correlated U.S. indexes offers limited diversification benefit, and the worst-of feature negates much of the buffer’s value in stressed markets. Credit risk to Morgan Stanley, though investment-grade, is non-negligible over three years. Given similar risk-adjusted returns achievable via listed options or ETF collars with superior liquidity, I view the instrument as neutral—appropriate only for investors comfortable with structured product complexity.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,099

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 Buffered Jump Securities with Auto-Callable Feature due August 3, 2028

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)

Automatic early redemption:

If, on the first determination date, the closing level of each underlier is greater than or equal to its call threshold level, the securities will be automatically redeemed for the early redemption payment. No further payments will be made on the securities once they have been automatically redeemed.

First determination date:

August 5, 2026

Call threshold level:

100% of the initial level for each underlier

Early redemption payment:

$1,130 to $1,150 per security

Participation rate:

150%

Buffer amount:

20% (80% maximum loss)1

Pricing date:

July 31, 2025

Final determination date:

July 31, 2028

Maturity date:

August 3, 2028

CUSIP:

61778NCJ8

 

Estimated value:

$964.80 per security, or within $45.00 of that estimate

Preliminary pricing supplement:

https://www.sec.gov/Archives/edgar/data/895421/000183988225035575/ms9099_424b2-19160.htm

1All payments are subject to our credit risk

Hypothetical Payment at Maturity1

(if the securities have not been automatically redeemed prior to maturity)

% Change in Closing Level of the Worst Performing Underlier

Payment at Maturity (per Security)

+60.00%

$1,900.00

+40.00%

$1,600.00

+20.00%

$1,300.00

0.00%

$1,000.00

-20.00%

$1,000.00

-21.00%

$990.00

-40.00%

$800.00

-60.00%

$600.00

-80.00%

$400.00

-100.00%

$200.00


 

 

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.

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

The securities are subject to early redemption risk.

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 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 CUSIP for Morgan Stanley’s Buffered Jump Securities?

61778NCJ8.

When can the MS Buffered Jump Securities be automatically redeemed?

On the first determination date, 5 Aug 2026, if all three indexes are at or above their initial levels.

What is the early redemption payment amount?

Investors would receive $1,130–$1,150 per $1,000 security upon auto-call.

How does the 20% buffer work at maturity?

If the worst-performing index is down ≤20%, investors still receive $1,000; beyond that, losses mirror additional declines down to a maximum $200 payout.

What is the estimated value versus issue price?

Morgan Stanley estimates fair value at $964.80, about 3.5% below the $1,000 offering price.

Do the securities pay periodic interest or dividends?

No, the notes do not pay interest; all return is via redemption or maturity payment.