[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Nuveen Funds definitive proxy (Schedule 14A) dated June 30, 2025 covers 14 closed-end municipal funds, including Nuveen Taxable Municipal Income Fund (NBB) and its sister portfolios. The document notifies shareholders of virtual annual meetings on August 14, 2025 at 2:00 p.m. CT, accessible via live webcast at www.meetnow.global/MNRRJJC. Shareholders of record as of June 20, 2025 may vote electronically during the webcast or in advance by mail, telephone or internet using the control number on their proxy card.

Key agenda item: election of Board Members. Elections vary by fund:

• Municipal Income (NMI) – four Class III directors.
• AMT-Free Value (NUW), Municipal Value (NUV), New York Value (NNY), Select Maturities (NIM) and Taxable Income (NBB) – four Class I directors.
• Eight leveraged funds (e.g., NVG, NEA, NDMO, NZF) – three Class I directors (Common & Preferred voting together) plus two directors elected solely by Preferred shareholders.

The vote standard is a simple plurality; abstentions and broker non-votes do not affect outcomes once quorum is reached (majority of shares, or 33⅓ % of Preferred shares for Preferred-only matters).

Outstanding shares on the record date illustrate the relative size of each fund (e.g., NVG 213.5 m common shares; NEA 299.0 m; NBB 29.4 m). Multiple series of VRDP, MFP and AMTP preferred shares remain outstanding across eight funds, and NYSE Rule 452 proportionate voting may apply to certain series in remarketing mode.

All nominees are independent under the 1940 Act and none are affiliated with Nuveen or TIAA. Governance remains on a unitary-board model covering 217 portfolios, supported by seven standing committees (Audit, Investment, Compliance, Closed-End Fund, etc.).

Director compensation is increasing effective January 1 2025: base retainer stays at US $350,000 but committee retainers rise to US $35,000 (Audit/Compliance) and US $30,000–$25,000 elsewhere; the Board Chair retainer rises to US $150,000. Meeting fees of US $1,000–2,500 continue, and directors may defer compensation into Nuveen funds.

Management recommends shareholders vote “FOR” each nominee. No other substantive business or financial performance data is presented.

Positive

• Independent slate: All director nominees qualify as non-interested, sustaining strong oversight.
• Virtual-only format increases shareholder access without geographic limits.
• Comprehensive disclosure of share classes, voting rules and committee structures enhances transparency.

Negative

• Board compensation increases for 2025 could modestly raise fund operating expenses.
• Complex voting structure for funds with multiple preferred-share series may confuse some retail holders.

Insights

Corporate Governance Expert

TL;DR — Routine virtual AGM focused on electing independent directors; raises board retainers but leaves fund strategy unchanged.

The proxy consolidates governance for 14 Nuveen municipal funds, reaffirming the unitary board structure. All nominees are independent, maintaining best-practice oversight. The move to a fully virtual meeting continues the accessibility strategy adopted post-pandemic. Compensation adjustments – a larger chair retainer and higher committee fees – reflect rising workload across 217 portfolios, yet marginally raise administrative expense ratios. Voting mechanics are straightforward: plurality election with broker discretionary authority on this routine matter. Overall governance continuity, minimal strategic impact, neutral investor significance.

Portfolio Manager

TL;DR — Governance housekeeping; no portfolio, leverage or distribution changes—neutral for valuation and cash-flow outlook.

Nothing in the filing alters credit exposure, leverage levels or payout policy for NBB or peer funds. Share counts and preferred-share structures are unchanged, and Rule 452 proportionate voting applies only to specific VRDP/MFP series. The only economic item is higher director compensation, a de minimis expense given fund sizes (e.g., NEA ≈ US $4 bn AUM). Investors should simply ensure proxies are executed to prevent quorum delays; otherwise, expect no NAV or dividend repercussions.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,077

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of NDX, INDU and RTY Contingent Income Auto-Callable Securities due February 4, 2027

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:	Nasdaq-100 Index® (NDX), Dow Jones Industrial AverageSM (INDU) and Russell 2000® Index (RTY)
Automatic early redemption:	If, on any redemption determination date, the closing level of each underlier is greater than or equal to its call threshold level, the securities will be automatically redeemed. No further payments will be made on the securities once they have been automatically redeemed.
Call threshold level:	100% of the initial level for each underlier
Redemption determination dates:	Beginning after 6 months, quarterly
Contingent coupon:	7.75% to 9.75% per annum
Coupon payment dates:	Quarterly
Coupon barrier level:	70% of the initial level for each underlier
Downside threshold level:	70% of the initial level for each underlier
Pricing date:	July 31, 2025
Final observation date:	February 1, 2027
Maturity date:	February 4, 2027
CUSIP:	61778NBY6
Estimated value:	$970.20 per security, or within $35.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035572/ms9077_424b2-19140.htm
1All payments are subject to our credit risk

Hypothetical Payment at Maturity1 (if the securities have not been automatically redeemed)
% Change in Closing Level of the Worst Performing Underlier	Payment at Maturity per Security (excluding any contingent coupon payable at maturity)
+100.00%	$1,000.00
+80.00%	$1,000.00
+60.00%	$1,000.00
+40.00%	$1,000.00
+20.00%	$1,000.00
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

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.

●The securities do not provide for the regular payment of interest.

●Payment of the contingent coupon is based on the closing levels of the underliers on only the related observation date at the end of the related interest period.

●Investors will not participate in any appreciation in the value of any underlier.

●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 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

When is the 2025 annual meeting for Nuveen Taxable Municipal Income Fund (NBB)?

August 14, 2025 at 2:00 p.m. Central, conducted exclusively online via live webcast.

What is the record date for voting eligibility?

Shareholders of record at the close of business on June 20, 2025 may vote at the meeting.

What matters will shareholders vote on?

The primary item is the election of Board Members; no other substantive proposals are listed.

How can I attend and vote at the virtual meeting?

Log in to www.meetnow.global/MNRRJJC with the control number from your proxy card; vote electronically during the webcast or submit proxies by mail, phone or internet beforehand.

Has director compensation changed for 2025?

Yes. Independent directors now receive a $350,000 base retainer plus higher committee retainers, and the Board Chair receives $150,000, effective January 1, 2025.

How many common shares of NBB are outstanding?

As of June 20, 2025, 29,394,752 common shares of Nuveen Taxable Municipal Income Fund were outstanding.