[FWP] Morgan Stanley Free Writing Prospectus

Rhea-AI Filing Summary

DevvStream Corp. has called a virtual special meeting of shareholders for 8:00 a.m. PT on July 28 2025 to vote on two key items.

• Proposal 1 – Reverse Stock Split: Authorizes the Board, at any time within one year after approval, to file Articles of Amendment implementing a reverse split of outstanding common shares at a ratio between 1-for-5 and 1-for-50. The exact ratio will be selected by the Board and announced publicly.
• Proposal 2 – Adjournment: Allows one or more adjournments of the meeting to solicit additional proxies if votes are insufficient to pass Proposal 1.

The record date is June 23 2025; on that date 33,461,734 common shares were outstanding. A quorum requires one-third of those shares (11,153,911) to be present online or by proxy. Proposal 1 needs approval by holders of at least two-thirds of votes cast; Proposal 2 requires a simple majority.

Rationale. The primary objective is to regain or maintain compliance with the Nasdaq Capital Market $1.00 minimum bid price rule, after DevvStream received a notice of non-compliance on February 12 2025. The Company has until August 13 2025 to cure the deficiency. Management also cites potential improvements to liquidity, analyst coverage, and institutional ownership that a higher share price could bring.

Key mechanics. • No change to the unlimited authorized share capital.
• No fractional shares will be issued; holdings will be rounded down to the nearest whole share.
• All outstanding options, warrants and convertible securities will be proportionally adjusted.
• Shareholders holding certificates will receive instructions from Continental Stock Transfer & Trust to exchange them; book-entry holders will be adjusted automatically.
• The Board may abandon the split at any time before filing, even if shareholders approve it.

Risks. Management cannot guarantee that the split will raise or sustain the share price above $1.00, nor prevent future delisting for other rule breaches. A higher price may reduce trading volume, and rounding down fractions slightly dilutes affected holders.

The Board unanimously recommends voting FOR both proposals.

Positive

• Preserves Nasdaq listing: Reverse split is designed to cure the $1.00 bid-price deficiency, avoiding delisting and the liquidity loss that would follow.
• Flexible ratio (1:5–1:50) allows the Board to tailor the split to prevailing market conditions, potentially minimizing unnecessary share reduction.

Negative

• Signal of prolonged price weakness: Need for a large-range reverse split highlights sustained share-price pressure and may dampen investor sentiment.
• Liquidity risk: Fewer shares outstanding and odd-lot creation could reduce trading volume and widen spreads post-split.

Insights

Equity Research Analyst

TL;DR Reverse split aims to preserve Nasdaq listing; success hinges on post-split price stability and underlying fundamentals.

The proxy outlines a flexible 1:5–1:50 reverse split that can be executed any time through July 2026. Preserving the Nasdaq listing is material; delisting would sharply curtail liquidity and institutional access. Flexibility lets the Board match the ratio to market conditions, but also injects uncertainty about eventual dilution and liquidity impact. Rounding down fractions is minimal but dilutive. Because authorized shares remain unlimited, the split does not constrain future equity issuance, leaving open the possibility of additional dilution. Overall impact is modestly positive if it succeeds in restoring compliance, yet the action also signals sustained share-price weakness.

Corporate Governance Specialist

TL;DR Governance mechanics are standard; two-thirds supermajority protects minority holders, and Board retains opt-out flexibility.

The filing adheres to Alberta and Nasdaq rules, requiring a special resolution (≥66⅔% of votes cast). Virtual-only format may enhance participation but could face dissent from shareholders preferring in-person meetings. Granting the Board discretionary power to abandon or vary the ratio is common practice but concentrates authority. Share rounding rules favor the Company slightly, yet the absence of cash outs avoids buy-out coercion. From a governance lens the proposals are routine and transparent; impact to shareholder rights is limited.

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,078

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of INDU, NDX and RTY Callable Contingent Income Securities due February 4, 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:	Dow Jones Industrial AverageSM (INDU), Nasdaq-100 Index® (NDX) and Russell 2000® Index (RTY)
Call feature:	Quarterly, based on the output of a risk neutral valuation model. See the accompanying preliminary pricing supplement.
Redemption dates:	Quarterly
Contingent coupon:	10.25% to 12.25% per annum
Coupon payment dates:	Quarterly
Coupon barrier level:	80% of the initial level for each underlier
Downside threshold level:	80% of the initial level for each underlier
Pricing date:	July 31, 2025
Final observation date:	February 1, 2027
Maturity date:	February 4, 2027
CUSIP:	61778NCA7
Estimated value:	$959.70 per security, or within $35.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225035721/ms9078_424b2-19524.htm
1All payments are subject to our credit risk

Hypothetical Payment at Maturity1 (if the securities have not been 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
-21.00%	$790.00
-30.00%	$700.00
-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

Why is DevvStream (DEVS) proposing a reverse stock split?

To regain compliance with Nasdaq’s $1.00 minimum bid rule after a deficiency notice on February 12 2025 and to improve share liquidity.

What reverse split ratios are being authorized?

Any ratio between 1-for-5 and 1-for-50; the exact ratio will be chosen later by the Board.

Will the number of authorized DEVS shares change after the split?

No. The Company will still have an unlimited number of authorized common and preferred shares.

How will fractional shares be handled?

Fractional entitlements will be rounded down to the nearest whole share; no cash will be paid for fractions.

What vote is needed for the reverse split to pass?

Approval from at least two-thirds of votes cast at the July 28 2025 special meeting.

When is the record date for voting eligibility?

June 23 2025.