New Morgan Stanley Securities Offer Double Returns on S&P 500 Market Moves

Rhea-AI Filing Summary

Morgan Stanley Finance LLC announces Dual Directional Trigger PLUS securities linked to the S&P 500® Futures Excess Return Index (SPXFP), due August 5, 2030. Key features include:

• Leverage factor of 175% to 190% on positive index returns
• Absolute return participation rate of 50% on negative returns above threshold
• Downside threshold level at 60% of initial level
• Estimated value of $954.90 per security

The securities offer enhanced returns for both positive and negative index performance within specified ranges. However, investors face significant risks including no principal protection, credit risk of Morgan Stanley, and potential losses if the index falls below the 60% threshold. The payment at maturity varies based on the underlier's performance, with maximum returns at positive 60% change (paying $2,050) and complete loss possible at -100% change.

The offering is registered under numbers 333-275587 and 333-275587-01, with CUSIP 61778K7H4. Trading will be limited as securities won't be listed on exchanges.

Positive

• Offers 175-190% leverage on upside potential of S&P 500 Futures Excess Return Index
• Provides downside protection up to 40% loss with absolute return feature (50% participation rate in negative returns)
• 5-year maturity offers long-term growth potential with defined risk parameters

Negative

• No principal protection - complete loss of investment possible if index falls 100%
• Returns capped on downside movements, limiting potential gains in declining markets
• Credit risk exposure to Morgan Stanley Finance LLC and Morgan Stanley as guarantor
• Estimated value ($954.90) is significantly below the issue price, indicating high embedded costs

Free Writing Prospectus to Preliminary Pricing Supplement No. 9,026

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

Dated July 1, 2025; Filed pursuant to Rule 433

Morgan Stanley

SPXFP Dual Directional Trigger PLUS due August 5, 2030

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® Futures Excess Return Index (SPXFP)
Leverage factor:	175% to 190%
Absolute return participation rate:	50%
Downside threshold level:	60% of the initial level
Pricing date:	July 31, 2025
Observation date:	July 31, 2030
Maturity date:	August 5, 2030
CUSIP:	61778K7H4
Estimated value:	$954.90 per security, or within $55.00 of that estimate
Preliminary pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988225034477/ms9026_424b2-18725.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
60.00%	$2,050.00*
40.00%	$1,700.00*
20.00%	$1,350.00*
0.00%	$1,000.00
-20.00%	$1,100.00
-30.00%	$1,150.00
-40.00%	$1,200.00
-41.00%	$590.00
-60.00%	$400.00
-80.00%	$200.00
-100.00%	$0.00

*Assumes a leverage factor of 175%

 

 

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.

●Any positive return on the securities that is based on the depreciation of the underlier is effectively capped.

●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.

oHigher future prices of a futures contract to which the underlier is linked relative to its current prices may adversely affect the value of the underlier and the value of the securities.

oSuspensions or disruptions of market trading in futures markets could adversely affect the value of the securities.

oLegal and regulatory changes could adversely affect the return on and value of the securities.

●Adjustments to the S&P 500® Futures Excess Return 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 MS's new Dual Directional Trigger PLUS offering and when does it mature?

Morgan Stanley is offering SPXFP Dual Directional Trigger PLUS securities that mature on August 5, 2030. These are linked to the S&P 500® Futures Excess Return Index (SPXFP) with a leverage factor of 175% to 190% and an absolute return participation rate of 50%. The downside threshold level is set at 60% of the initial level.

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

The estimated value of Morgan Stanley's Trigger PLUS securities is $954.90 per security, or within $55.00 of that estimate. This value is less than the original issue price due to the lower rate and inclusion of costs associated with issuing, selling, structuring, and hedging the securities.

What are the key risks of MS's new Trigger PLUS offering?

Key risks include: 1) The securities don't guarantee return of principal and don't pay interest, 2) Any positive return based on underlier depreciation is effectively capped, 3) The securities are subject to MS's credit risk, 4) The securities won't be listed on any exchange with limited secondary trading, and 5) The U.S. federal income tax consequences are uncertain.

What is the maximum potential return for MS's Trigger PLUS if the underlier increases by 60%?

Based on the hypothetical payment table provided in the filing, if the underlier increases by 60%, the payment at maturity would be $2,050.00 per security (assuming a leverage factor of 175%). This represents a 105% return on the investment.

What happens to MS's Trigger PLUS investment if the underlier falls below the downside threshold?

If the underlier falls below the downside threshold level of 60% of the initial level, investors will be fully exposed to the negative performance of the underlier. For example, if the underlier declines by 60%, investors would receive $400.00 per security, representing a 60% loss of principal.