[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Nuveen is distributing a Definitive Proxy Statement for 14 closed-end municipal bond funds, including Nuveen New York Municipal Value Fund (NYSE: NNY). Shareholders of record on 20 June 2025 are invited to a virtual annual meeting on 14 August 2025 at 2:00 p.m. CT via www.meetnow.global/MNRRJJC.

Main agenda

• Election of Board Members: four Class III directors for Municipal Income; four Class I directors for five funds (incl. NNY); and five directors for eight funds that issue preferred shares (three elected by all share classes, two by preferred shareholders only).
• Transaction of any other proper business.

The proposed slate is entirely composed of independent candidates. If elected, Class I nominees will serve until the 2028 meeting; preferred-share directors will serve until the 2026 meeting. The document details board structure, committee responsibilities, director qualifications and a comprehensive breakdown of director compensation. Effective 1 January 2025, the annual retainer for independent directors was maintained at $350,000, while committee retainers rose modestly (e.g., Audit Committee from $30,000 to $35,000). No fund performance figures or changes to investment policy are proposed.

Positive

• Fully independent board slate reinforces governance best practices without introducing potential conflicts of interest.
• Virtual-only meeting format may broaden shareholder participation and reduce administrative costs.

Negative

• Director committee retainers rise by $5,000-$10,000 per member, slightly increasing fund expense ratios.
• No agenda items address persistent market-price discounts, a common concern for Nuveen closed-end fund investors.

Insights

Governance Analyst

TL;DR Routine proxy focused on electing independent directors; no strategic or financial changes disclosed.

From a governance standpoint the filing is straightforward: shareholders are being asked to re-elect an entirely independent board under the usual staggered-class system. Voting mechanics, quorum rules and NYSE proportionate voting for certain preferred share series are thoroughly described. Compensation adjustments are incremental and unlikely to affect expenses materially (<1 bp of net assets). No amendments to advisory contracts, leverage limits or distribution policy are requested, so the filing carries minimal investment impact.

Closed-End Fund Specialist

TL;DR Virtual annual meeting; director slate unchanged; negligible impact on NNY market valuation.

Closed-end fund investors typically watch for items such as share-repurchase programs, leverage changes or rights offerings—none appear here. The only notable operational detail is an increase in committee retainers, which is immaterial relative to the funds’ asset bases. Because the board is unitary across 200+ portfolios, continuity supports consistent oversight, but does not alter NAV, leverage costs or payout levels. I therefore classify this proxy as non-impactful to trading discounts or distribution sustainability.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,087

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 2, 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:	5.50% to 7.50% 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 28, 2025
Final observation date:	January 28, 2027
Maturity date:	February 2, 2027
CUSIP:	61778NCK5
Estimated value:	$954.10 per security, or within $35.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035570/ms9087_424b2-19153.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 Nuveen New York Municipal Value Fund's 2025 annual meeting?

The virtual meeting is scheduled for 14 August 2025 at 2:00 p.m. Central Time.

What is the record date for voting eligibility?

Shareholders of record as of 20 June 2025 may vote at the meeting.

What matters are shareholders of NNY voting on?

NNY investors will vote to elect four Class I independent Board Members; no other material proposals are on the ballot.

How can I attend and vote electronically?

Log on to www.meetnow.global/MNRRJJC with the control number from your proxy card; you may also vote by mail, phone or internet prior to the meeting.

Did director compensation change?

Yes. Effective 1 January 2025, committee retainers increased (e.g., Audit Committee from $30k to $35k), while the base $350k retainer remained unchanged.

Are there any changes to NNY’s investment policies or distribution rate?

No. The proxy contains no proposals affecting investment strategy, leverage, distributions or advisory contracts.