[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

Morgan Stanley Finance LLC has announced SPX Market-Linked Notes due January 16, 2030, offering investors exposure to S&P 500® Index performance with principal protection. Key features include:

• 100% participation rate in index gains up to a maximum payment of $1,400 per note (140% of principal)
• Principal protection against market downside - minimum payment of $1,000 per note regardless of index performance
• Notes are priced at $973.90 estimated value per note
• 4.5-year term from July 11, 2025 pricing date to January 16, 2030 maturity

Key risks include: no interest payments, limited upside potential due to payment cap, credit risk of Morgan Stanley, limited secondary market liquidity, and potential required tax recognition before maturity. The notes' value will be determined solely by the S&P 500® Index level on the January 11, 2030 observation date.

Positive

• Morgan Stanley is offering structured notes with 100% participation in S&P 500 upside up to a 40% maximum return
• Principal protection feature guarantees return of initial investment even if S&P 500 declines up to 60%
• 4.5-year maturity provides medium-term growth potential while maintaining downside protection

Negative

• Maximum return is capped at 40% (or $1,400 per $1,000 note), limiting upside potential in strong bull markets
• Estimated value of $973.90 per note represents a 2.61% discount to the issue price, indicating significant embedded costs
• Notes offer no periodic interest payments, reducing income potential compared to traditional bonds
• Credit risk exposure to Morgan Stanley could impact note value and final payment

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,071

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPX Market-Linked Notes due January 16, 2030

This document provides a summary of the terms of the notes. 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
Underlier:	S&P 500® Index (SPX)
Participation rate:	100%
Maximum payment at maturity:	$1,400 per note (140% of the stated principal amount)
Pricing date:	July 11, 2025
Observation date:	January 11, 2030
Maturity date:	January 16, 2030
CUSIP:	61778NBS9
Estimated value:	$973.90 per note, or within $45.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034543/ms9071_424b2-18847.htm

1All payments are subject to our credit risk

Hypothetical Payment at Maturity1

The payoff diagram and table below illustrate the payment at maturity for a range of hypothetical performances of the underlier over the term of the notes.

% Change in Closing Level of the Underlier	Payment at Maturity per Note
+100.00%	$1,400.00
+80.00%	$1,400.00
+60.00%	$1,400.00
+40.00%	$1,400.00
+20.00%	$1,200.00
+10.00%	$1,100.00
0.00%	$1,000.00
-20.00%	$1,000.00
-40.00%	$1,000.00
-60.00%	$1,000.00

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 Notes

●The notes may not pay more than the stated principal amount at maturity.

●The notes do not pay interest.

●The appreciation potential of the notes is limited by the maximum payment at maturity.

●The amount payable on the notes is not linked to the value of the underlier at any time other than the observation date.

●The market price of the notes may be influenced by many unpredictable factors.

●The notes 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 notes.

●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 notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes to be less than the original issue price and will adversely affect secondary market prices.

●The estimated value of the notes 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 notes 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 notes is not equivalent to investing in the underlier(s).

●You may be required to recognize taxable income on the notes prior to maturity.

Risks Relating to the Underlier(s)

●Because your return on the notes will depend upon the performance of the underlier(s), the notes are subject to the following risk(s), as discussed in more detail in the accompanying product supplement.

oAdjustments to an underlying index could adversely affect the value of the notes.

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 notes.

●Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes.

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Additional Information About the Notes–United States federal income tax considerations” concerning the U.S. federal income tax consequences of an investment in the notes, and you should consult your tax adviser.

FAQ

What is the maximum return potential for MS's SPX Market-Linked Notes due January 2030?

The maximum payment at maturity is $1,400 per note, which represents 140% of the stated principal amount. This means even if the S&P 500 Index increases by more than 40%, the return is capped at 40%.

What is the downside protection on MS's new market-linked notes?

The notes offer principal protection at maturity. According to the payment table, even if the S&P 500 Index declines by up to 60%, investors will receive their full principal amount of $1,000 per note at maturity.

What is the estimated value of MS's SPX Market-Linked Notes issued in July 2025?

The estimated value of the notes is $973.90 per note, or within $45.00 of that estimate. This is less than the original issue price, reflecting costs associated with issuing, selling, structuring, and hedging the notes.

When do MS's SPX Market-Linked Notes mature and what is their CUSIP?

The notes mature on January 16, 2030, with an observation date of January 11, 2030. The CUSIP for these notes is 61778NBS9.

What are the key risks of MS's SPX Market-Linked Notes?

Key risks include: 1) Returns are capped at 40% regardless of index performance, 2) Notes don't pay interest, 3) Notes are subject to Morgan Stanley's credit risk, 4) The notes won't be listed on any securities exchange with limited secondary trading, and 5) The estimated value is less than the issue price due to structuring costs.