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High-Yield MRVL-Linked Auto-Callable Securities: Key Terms & Risks

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Rhea-AI Filing Summary

Morgan Stanley Finance LLC is offering Contingent Income Memory Auto-Callable Securities linked to Marvell Technology, Inc. (MRVL) common stock, maturing August 3, 2028. Investors receive a 13.75%–14.75% annual contingent coupon paid monthly, provided MRVL closes at or above the 60% coupon barrier on each observation date; missed coupons can be recouped under the memory feature. Beginning six months after issuance, the notes will be automatically redeemed at par on any monthly determination date when MRVL is at or above the 100% call threshold. If not called, principal is protected down to the 60% downside threshold; below this level investors suffer a 1:1 loss on the decline of MRVL at maturity, potentially losing the entire principal. The estimated value of each $1,000 note is $945.70, reflecting issuance costs and Morgan Stanley’s internal pricing models. The securities are senior unsecured obligations of Morgan Stanley Finance LLC, fully and unconditionally guaranteed by Morgan Stanley, and will not be listed on any exchange. Key risks include lack of principal protection, credit exposure to Morgan Stanley, early-call uncertainty, limited secondary liquidity, and uncertain U.S. tax treatment.

Positive

  • High contingent coupon of 13.75%–14.75% annually, payable monthly.
  • Memory feature allows missed coupons to be caught up if conditions subsequently recover.
  • 40% downside buffer (coupon and principal barriers at 60% of initial level) offers partial protection.
  • Monthly early-call opportunity can deliver quick return of capital at par.

Negative

  • No principal protection; losses mirror MRVL decline below the 60% threshold.
  • 100% call threshold caps coupon longevity and eliminates potential equity upside.
  • Estimated value at $945.70 indicates roughly 5% issuance discount to par.
  • Issuer and credit risk tied to Morgan Stanley; note is an unsecured obligation.
  • Limited secondary liquidity as securities are unlisted.
  • Uncertain U.S. tax treatment for holders.

Insights

TL;DR: High coupon and 40% buffer, but call risk and 100% upside cap leave income-seeking investors exposed to equity downside and issuer credit.

The note offers an attractive headline coupon of 13.75%–14.75% with a monthly memory feature, supported by a 40% downside buffer. However, the 100% call threshold means the issuer can redeem at par if MRVL merely holds its initial level, truncating coupon stream longevity and eliminating upside participation. The estimated value at 94.6% of par highlights a typical but material embedded fee. Credit exposure to Morgan Stanley and limited secondary liquidity add further risk. Overall, product suits yield-focused investors with a moderately bullish to range-bound view on MRVL who can tolerate potential capital loss.

TL;DR: Risk/return profile is asymmetrical—income dependent on MRVL stability, while downside beyond -40% is fully borne by investors.

From a portfolio standpoint, the security behaves like a short put below the 60% barrier and a series of digital coupons above it, effectively transferring tail risk to investors in exchange for enhanced carry. The monthly auto-call feature shortens expected duration, creating reinvestment risk if MRVL trades flat or higher. Stress scenarios show investors break even only if MRVL remains above the barrier on each observation date; a 41% drop wipes 41% of principal. Given concentration in a single semiconductor equity, prudent sizing and diversification are essential.

Free Writing Prospectus to Amendment No. 1 dated July 8, 2025 relating to

Preliminary Pricing Supplement No. 9,150

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

Dated June 27, 2025; Filed pursuant to Rule 433

Morgan Stanley

MRVL Contingent Income Memory Auto-Callable Securities due August 3, 2028

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying amended preliminary pricing supplement referenced below, product 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:

Marvell Technology, Inc. common stock (MRVL)

Automatic early redemption:

If, on any redemption determination date, the closing level of the underlier is greater than or equal to the 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

Redemption determination dates:

Beginning after 6 months, monthly

Contingent coupon:

13.75% to 14.75% per annum, with a memory feature. See the accompanying preliminary pricing supplement.

Coupon payment dates:

Monthly

Coupon barrier level:

60% of the initial level

Downside threshold level:

60% of the initial level

Pricing date:

July 29, 2025

Final observation date:

July 31, 2028

Maturity date:

August 3, 2028

CUSIP:

61778NEQ0

Estimated value:

$945.70 per security, or within $45.00 of that estimate

Amended preliminary pricing supplement:

https://www.sec.gov/Archives/edgar/data/895421/000183988225037596/ms9150_424b2-20500.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 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

-40.00%

$1,000.00

-41.00%

$590.00

-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 amended preliminary pricing supplement.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying amended 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 level of the underlier 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 the 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.

oWe have no affiliation with any underlying stock issuer.

oWe may engage in business with or involving any underlying stock issuer without regard to your interests.

oThe anti-dilution adjustments the calculation agent is required to make do not cover every corporate event that could affect an underlying stock.

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 amended 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 Morgan Stanley's MRVL Contingent Income Auto-Callable Securities?

Structured notes paying a 13.75%–14.75% contingent coupon linked to Marvell Technology stock, with early-call and downside threshold features.

How often are coupons paid on the MS MRVL linked notes?

Coupons are evaluated and, if earned, paid monthly based on MRVL’s closing level versus the 60% barrier.

When can the securities be automatically redeemed?

Beginning six months after issuance, the notes are called at par on any monthly date when MRVL closes at or above 100% of its initial level.

What is the downside risk at maturity?

If MRVL closes below 60% of its initial level on the final observation date, investors lose 1% of principal for each 1% decline, up to total loss.

What is the estimated value of the securities?

Morgan Stanley estimates the value at $945.70 per $1,000 note, reflecting structuring and hedging costs.

Are the notes listed on an exchange?

No. The securities will not be listed, so secondary market trading could be limited and at unfavorable prices.

Do investors participate in MRVL stock appreciation?

No. Principal repayment is capped at par; investors do not gain from any MRVL upside beyond receiving coupons.