New Morgan Stanley Structured Note Offers Protected Exposure to S&P 500 and Euro Markets

Rhea-AI Filing Summary

Morgan Stanley Finance LLC announces Worst-of SPX and SX5E Dual Directional Buffered PLUS securities due August 5, 2030. Key features include:

• Underliers: S&P 500® Index (SPX) and EURO STOXX 50® Index (SX5E)
• Leverage factor: 212% to 227%
• Buffer amount: 20% with 80% maximum loss
• Absolute return participation rate: 50%
• Estimated value: $953.00 per security (±$55.00)

The payment at maturity will be based on the worst-performing underlier's performance. Notable risks include: no interest payments, exposure to both indices' price risks, credit risk of Morgan Stanley, and limited secondary market trading. The security offers leveraged upside potential with some downside protection through the buffer, making it suitable for investors seeking enhanced returns while accepting some market risk.

Positive

• Significant downside protection with 20% buffer, limiting maximum loss to 80% of principal
• Enhanced upside potential with 212-227% leverage factor on positive returns
• Additional 50% participation rate on negative returns up to -20%, providing positive returns in moderately down markets

Negative

• Returns capped by leverage factor, limiting upside in strong bull markets
• Complex dual-index structure exposes investors to worst-performing index between S&P 500 and EURO STOXX 50
• Estimated value ($953) is significantly below the issue price, indicating high embedded costs
• Credit risk exposure to Morgan Stanley with 5-year duration
• No periodic interest payments or dividends

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,029

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of SPX and SX5E Dual Directional Buffered PLUS due August 5, 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
Underliers:	S&P 500® Index (SPX) and EURO STOXX 50® Index (SX5E)
Leverage factor:	212% to 227%
Absolute return participation rate:	50%
Buffer amount:	20% (80% maximum loss)1
Pricing date:	July 31, 2025
Observation date:	July 31, 2030
Maturity date:	August 5, 2030
CUSIP:	61778K7L5
Estimated value:	$953.00 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034602/ms9029_424b2-18891.htm

1All payments are subject to our credit risk

 

 

Hypothetical Payment at Maturity1

The payment at maturity will be based solely on the performance of the worst performing underlier, which could be any underlier. The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the worst performing underlier over the term of the securities.

% Change in Closing Level of the Worst Performing Underlier	Payment at Maturity per Security
+60.00%	$2,272.00*
+40.00%	$1,848.00*
+20.00%	$1,424.00*
0.00%	$1,000.00
-10.00%	$1,050.00
-20.00%	$1,100.00
-21.00%	$990.00
-40.00%	$800.00
-60.00%	$600.00
-80.00%	$400.00
-100.00%	$200.00
*Assumes a leverage factor of 212%

 

 

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.

●Any positive return on the securities that is based on the depreciation of the worst performing underlier is effectively capped.

●The amount payable on the securities is not linked to the values of the underliers 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.

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.

oThere are risks associated with investments in securities linked to the value of foreign equity 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 structure of MS's Dual Directional Buffered PLUS offering due August 2030?

Morgan Stanley's Dual Directional Buffered PLUS are structured notes linked to the worst performing of the S&P 500® Index (SPX) and EURO STOXX 50® Index (SX5E). The notes feature a leverage factor of 212% to 227%, a 50% absolute return participation rate, and a 20% buffer amount. The maturity date is August 5, 2030, and the estimated value is $953.00 per security.

What is the maximum loss potential for MS's Buffered PLUS notes issued in July 2025?

The maximum loss potential is 80% of the investment, as the notes include a 20% buffer amount. However, if the worst-performing underlying index declines by more than 20%, investors will lose 1% for each 1% decline beyond the buffer, subject to the maximum loss of 80%. All payments are subject to Morgan Stanley's credit risk.

How does the payment structure work for MS's Dual Directional Buffered PLUS?

The payment at maturity is based on the worst performing underlier. For positive performance, investors receive leveraged returns of 212% (minimum). For negative performance up to -20%, investors actually benefit from the decline. Beyond -20%, investors lose 1% for each 1% decline. For example, a +40% underlier performance would pay $1,848 per $1,000 invested, while a -40% performance would pay $800.

What are the key risks of Morgan Stanley's (MS) Dual Directional Buffered PLUS?

Key risks include: 1) Securities only provide minimum payment at maturity and no interest, 2) Returns based on depreciation are effectively capped, 3) Payment is only linked to underlier values at observation date, 4) Subject to MS's credit risk, 5) Exposure to worst performing of two indices increases risk, and 6) Limited secondary market trading as securities won't be listed on exchanges.

What is the CUSIP and estimated value of MS's Dual Directional Buffered PLUS due 2030?

The CUSIP for these structured notes is 61778K7L5, and the estimated value is $953.00 per security, or within $55.00 of that estimate. This estimated value is less than the original issue price due to costs associated with issuing, selling, structuring, and hedging the securities.