New Morgan Stanley Investment Note Offers Amplified Stock Market Returns with Protection

Rhea-AI Filing Summary

Morgan Stanley Finance has announced Worst-of SPX and INDU Trigger PLUS securities due July 22, 2031, offering leveraged exposure to the worse performing of the S&P 500® Index and Dow Jones Industrial Average℠. Key features include:

• Leverage factor of at least 158% on positive underlier performance
• Principal protection against declines up to 20% from initial levels
• Downside threshold level at 80% of initial level for each underlier
• Estimated value of $961.80 per security

Notable risks include potential loss of principal, no interest payments, and exposure to worst-performing underlier only. The securities are subject to Morgan Stanley's credit risk and will not be listed on any exchange. The payment at maturity ranges from $0 (complete loss) if worst underlier declines 100% to $1,948 if worst underlier gains 60% (assuming 158% leverage). The offering demonstrates Morgan Stanley's continued innovation in structured products while highlighting the balance between enhanced returns and investment risks.

Positive

• Significant upside potential with 158% leverage factor on positive performance of underlying indices
• Downside protection buffer of 20% helps shield investors from moderate market declines
• Dual index structure provides exposure to both S&P 500 and Dow Jones Industrial Average

Negative

• No principal protection below 80% threshold - potential for complete loss of investment
• No interest payments during the 6-year term
• Performance tied to worst-performing index, significantly increasing downside risk
• Estimated value ($961.80) is notably below the issue price ($1000), indicating significant embedded costs
• Limited secondary market liquidity due to no exchange listing

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,068

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

Dated June 25, 2025; Filed pursuant to Rule 433

Morgan Stanley

Worst -of SPX and INDU Trigger PLUS due July 22, 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
Underliers:	S&P 500® Index (SPX) and Dow Jones Industrial AverageSM (INDU)
Leverage factor:	At least 158%
Downside threshold level:	80% of the initial level for each underlier
Pricing date:	July 17, 2025
Observation date:	July 17, 2031
Maturity date:	July 22, 2031
CUSIP:	61778NBU4
Estimated value:	$961.80 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034538/ms9068_424b2-18833.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 either 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%	$1,948.00*
+40.00%	$1,632.00*
+20.00%	$1,316.00*
+10.00%	$1,158.00*
0.00%	$1,000.00
-10.00%	$1,000.00
-20.00%	$1,000.00
-21.00%	$790.00
-40.00%	$600.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00

*Assumes a leverage factor of 158%

 

 

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 and do not pay interest.

●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 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.

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 are the key terms of MS's Trigger PLUS securities due July 2031?

Morgan Stanley Finance LLC is issuing Trigger PLUS securities due July 22, 2031, guaranteed by Morgan Stanley (MS). The securities are linked to the worst performance between the S&P 500® Index and Dow Jones Industrial Average℠, with a leverage factor of at least 158% and a downside threshold level of 80% of the initial level for each underlier. The CUSIP is 61778NBU4 with an estimated value of $961.80 per security.

What is the maximum potential return for MS's Trigger PLUS securities?

Based on the hypothetical payment table with a 158% leverage factor, if the worst performing underlier increases by 60%, investors would receive $1,948 per security at maturity. However, if the worst performing underlier declines beyond the 80% threshold level, investors could lose a significant portion or all of their investment, with no principal protection.

What are the main risks of MS's Trigger PLUS securities?

Key risks include: 1) No guaranteed return of principal and no interest payments, 2) Payment linked only to worst performing underlier value on observation date (July 17, 2031), 3) Subject to Morgan Stanley's credit risk, 4) Limited secondary market trading as securities won't be listed on exchanges, and 5) Exposure to price risk of both S&P 500 and Dow Jones Industrial Average indices.

How is the payment at maturity calculated for MS's Trigger PLUS?

The payment at maturity is based solely on the worst performing underlier between S&P 500 and Dow Jones Industrial Average. If neither underlier declines below 80% of initial level, investors receive $1,000 per security. Above this level, returns are leveraged at 158%. Below 80% threshold, investors are fully exposed to the decline, potentially losing entire investment.

What is the estimated value of MS's Trigger PLUS securities?

The estimated value is $961.80 per security, or within $55.00 of that estimate. This value is lower than the original issue price due to Morgan Stanley's lower rate and inclusion of costs associated with issuing, selling, structuring, and hedging the securities, which adversely affects secondary market prices.