New Morgan Stanley Investment Note Offers Downside Protection with 1.5x S&P 500 Gains

Rhea-AI Filing Summary

Morgan Stanley Finance has announced SPX Buffered PLUS Notes due January 16, 2031, offering investors exposure to the S&P 500 Index with enhanced features. The securities, guaranteed by Morgan Stanley, provide 156.75% maximum return (capped at $1,567.50 per security) with a 150% leverage factor.

Key features include:

• 10% downside buffer protection (90% maximum loss)
• Estimated value of $932.00 per security
• No periodic interest payments
• 5.5-year term (July 2025 to January 2031)

The notes offer downside protection for the first 10% of index decline, after which investors face 1-for-1 losses. The payment at maturity is determined solely by the underlier's performance on the January 13, 2031 observation date. Notable risks include credit risk of the issuer, limited secondary market liquidity, and capped upside potential. The securities will not be listed on any exchange.

Positive

• Significant downside protection with 10% buffer against losses, limiting maximum potential loss to 90%
• Enhanced upside potential with 150% leverage factor on positive index returns
• Attractive maximum return potential of 56.75% over the ~5.5-year term
• Backed by Morgan Stanley's credit guarantee, providing institutional-grade counterparty strength

Negative

• Capped upside potential at 56.75% total return, limiting participation in strong bull markets
• No periodic interest payments or dividends over the 5.5-year term
• Estimated value ($932) is significantly below the issue price ($1000), indicating high embedded costs
• Limited secondary market liquidity due to no exchange listing
• Full exposure to losses beyond the 10% buffer level

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,070

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPX Buffered PLUS due January 16, 2031

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
Underlier:	S&P 500® Index (SPX)
Maximum payment at maturity:	$1,567.50 per security (156.75% of the stated principal amount)
Leverage factor:	150%
Buffer amount:	10% (90% maximum loss)1
Pricing date:	July 11, 2025
Observation date:	January 13, 2031
Maturity date:	January 16, 2031
CUSIP:	61778NBR1
Estimated value:	$932.00 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034512/ms9070_424b2-18818.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 securities.

% Change in Closing Level of the Underlier	Payment at Maturity per Security
+100.00%	$1,567.50
+80.00%	$1,567.50
+60.00%	$1,567.50
+40.00%	$1,567.50
+37.833%	$1,567.50
+20.00%	$1,300.00
+10.00%	$1,150.00
+5.00%	$1,075.00
0.00%	$1,000.00
-10.00%	$1,000.00
-11.00%	$990.00
-20.00%	$900.00
-40.00%	$700.00
-60.00%	$500.00
-80.00%	$300.00
-100.00%	$100.00
 

 

 

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 provide for only the minimum payment at maturity and do not pay interest.

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

●The amount payable on the securities is not linked to the value of the underlier 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.

oAdjustments to an underlying index could adversely affect the value of the 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 maximum payment at maturity for MS's SPX Buffered PLUS securities due January 2031?

The maximum payment at maturity is $1,567.50 per security, which represents 156.75% of the stated principal amount. This cap applies even if the underlying S&P 500 Index performs above the maximum return threshold.

What is the downside buffer protection for MS's SPX Buffered PLUS offering?

The securities offer a 10% buffer protection, meaning investors are protected against the first 10% of losses. Beyond a 10% decline in the S&P 500 Index, investors will experience a 1-for-1 loss, with a maximum possible loss of 90% of the principal amount.

What is the leverage factor for Morgan Stanley's SPX Buffered PLUS securities (MS)?

The SPX Buffered PLUS securities offer a leverage factor of 150%, which means investors will participate in 1.5 times the positive performance of the S&P 500 Index, up to the maximum payment at maturity of $1,567.50 per security.

What is the estimated value of MS's SPX Buffered PLUS securities per unit?

The estimated value is $932.00 per security, or within $55.00 of that estimate. This value is less than the original issue price due to various factors including costs associated with issuing, selling, structuring, and hedging the securities.

When do MS's SPX Buffered PLUS securities mature?

The securities have a maturity date of January 16, 2031, with the final observation date occurring on January 13, 2031. The pricing date is scheduled for July 11, 2025, making this approximately a 5.5-year investment.