[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering AMD Contingent Income Auto-Callable Securities due August 3, 2028. The $1,000-denominated notes are linked to the common stock of Advanced Micro Devices, Inc. (AMD).

• Contingent coupon: 11.75%–12.75% p.a., paid monthly only if AMD’s closing level on the relevant observation date is ≥ 60% of the initial level.
• Automatic early redemption: Beginning after six months and monthly thereafter, the notes are called at par if AMD closes ≥ 100% of its initial level on a determination date; no further coupons accrue after redemption.
• Downside protection: At maturity investors receive full principal unless AMD has declined by more than 40%. If AMD ends < 60% of its initial level, repayment is reduced one-for-one with the decline (e.g., a 41% drop returns $590).
• Key dates: Pricing – July 29 2025, Final observation – July 31 2028, Maturity – Aug 3 2028. CUSIP 61778NEN7.
• Estimated value: $950.70 per $1,000 note (within ±$45), reflecting structuring and hedging costs; issue price is expected at par.

The securities are unsecured obligations of MSFL, subject to Morgan Stanley’s credit risk, will not be listed on an exchange and may have limited liquidity. Investors do not participate in upside above par and face full downside below the 60% barrier. A comprehensive discussion of tax, valuation and conflict-of-interest considerations appears in the amended preliminary pricing supplement.

Positive

• Double-digit contingent coupon of 11.75%–12.75% offers attractive yield relative to current market rates.
• 40% downside buffer protects full principal unless AMD falls more than 40%.
• Monthly auto-call can return capital early, reducing time in the market if AMD performs well.

Negative

• Principal is at risk for any AMD decline beyond 40%, with losses mirroring downside.
• No upside participation; maximum return is limited to coupons and par value.
• Estimated value ($950.70) is ~5% below issue price, reflecting embedded fees.
• Credit risk tied to Morgan Stanley and lack of exchange listing may limit liquidity and resale value.
• Coupons are contingent; they cease if AMD closes below the 60% barrier on any observation date.

Insights

Structured Products Analyst

TL;DR: High 11.75%–12.75% coupon but principal risk beyond 40% AMD drop; credit and liquidity risks; neutral for MS equity holders.

The note offers an above-market yield contingent on AMD staying at or above 60% of its initial level. Monthly auto-call at 100% increases likelihood of early redemption, shortening duration and limiting coupon receipts if AMD trades flat or higher. Investors trade upside participation for income and modest first-loss protection. The 4.9% discount between estimated value ($950.70) and issue price indicates sizeable embedded fees, typical for retail structured products. Credit exposure to Morgan Stanley plus lack of exchange listing constrain secondary liquidity. For Morgan Stanley shareholders, issuance is routine and immaterial; for buyers, risk-reward is balanced but complex.

Risk Analyst

TL;DR: 60% knock-in barrier exposes investors to steep losses; early-call feature caps upside; product complexity demands risk tolerance.

The structure’s main risk is a cliff effect: a 40.01% decline triggers proportional capital loss, as demonstrated by the $590 payout at a 41% drop. The contingent coupon may lull investors, yet can cease during volatility spikes. Credit-spread widening or rating downgrades at Morgan Stanley would further pressure note prices. Given AMD’s historical volatility, barrier breach probability is material over three years. Absent listing, bid-ask spreads could be wide. Overall risk profile is high but transparent within the prospectus.

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

Preliminary Pricing Supplement No. 9,149

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

Dated June 27, 2025; Filed pursuant to Rule 433

Morgan Stanley

AMD Contingent Income 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:	Advanced Micro Devices, Inc. common stock (AMD)
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:	11.75% to 12.75% per annum
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:	61778NEN7
Estimated value:	$950.70 per security, or within $45.00 of that estimate
Amended preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225037594/ms9149_424b2-20497.htm
1All payments are subject to our credit risk

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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

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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.

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FAQ

What contingent coupon do the Morgan Stanley (MS) AMD Auto-Callable Securities pay?

The notes offer a monthly contingent coupon of 11.75%–12.75% per annum, paid only if AMD closes at or above 60% of its initial level on the observation date.

When can the AMD Auto-Callable Securities be redeemed early?

They are automatically called at par on any monthly determination date starting six months after pricing when AMD’s closing level is ≥ 100% of the initial level.

What downside protection do investors have?

Full principal is protected unless AMD falls below the 60% downside threshold at final observation; beyond that, repayment is reduced in line with AMD’s loss.

What is the estimated value versus issue price?

Morgan Stanley estimates the value at $950.70 per $1,000 note (±$45), about 4.9% less than the expected issue price, due to fees and hedging costs.

Is there secondary market liquidity?

The notes will not be listed on any exchange. Morgan Stanley may provide limited secondary markets but bid-ask spreads could be wide.

What credit exposure do investors assume?

Payments depend on the ability of Morgan Stanley Finance LLC and Morgan Stanley; deterioration in their credit could lower note values regardless of AMD performance.