Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
July 30 2024 - 7:12AM
Edgar (US Regulatory)
Morgan Stanley Finance LLC
Structured Investments |
Free Writing Prospectus to
Preliminary Pricing Supplement No. 3,241
Filed pursuant to Rule 433
Registration Statement Nos.
333-275587; 333-275587-01
July 29, 2024 |
Market Linked Notes—Upside Participation to
a Cap and Principal Return at Maturity
Notes Linked to the S&P 500® Equal
Weight Index due June 2, 2028
Fully and Unconditionally Guaranteed by Morgan
Stanley |
Summary
of terms
Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
Market measure |
S&P 500® Equal Weight Index (the “underlying index”) |
Pricing date* |
August 29, 2024 |
Original issue date* |
September 4, 2024* |
Principal amount |
$1,000 per note |
Maturity payment amount (per note) |
· If
the ending level is greater than the starting level: $1,000 plus the lesser of:
(i) [$1,000 × index return ×participation
rate], and
(ii) the maximum return
· If
the ending level is less than or equal to the starting level: $1,000 |
Maturity date* |
June 2, 2028 |
Index return |
The “index return” is the percentage change from
the starting level to the ending level, measured as follows:
ending level – starting level
starting level |
Starting level |
The closing level of the underlying index on the pricing date |
Ending level |
The closing level of the underlying index on the calculation day |
Maximum return |
At least 31% of the principal amount per note ($310 per note), to be determined on the pricing date |
Participation rate |
100% |
Calculation day* |
May 30, 2028 |
Calculation agent |
Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor |
Denominations |
$1,000 and any integral multiple of $1,000 |
Agent discount** |
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $33.25 for each note it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $22.50 per note, and WFA may receive a distribution expense fee of $0.75 for each note sold by WFA. |
CUSIP |
61776M6C4 |
Tax considerations |
See preliminary pricing supplement |
*subject to
change
**In addition,
selected dealers may receive a fee of up to 0.25% for marketing and other services.
Hypothetical payout profile
If the ending level of the underlying index is less than or equal
to the starting level, you will not receive any positive return on the notes at maturity.
The principal amount of each note is $1,000. This price
includes costs associated with issuing, selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated
value of the notes on the pricing date will be less than $1,000 per note. We estimate that the value of each note on the pricing date
will be approximately $947.10, or within $45.00 of that estimate. Our estimate of the value of the notes as determined on the pricing
date will be set forth in the final pricing supplement. See “Estimated Value of the Notes” in the accompanying preliminary
pricing supplement for further information.
This document provides a summary of the terms of the
notes. Investors should carefully review the accompanying preliminary pricing supplement referenced below, product supplement, index supplement
and prospectus, and the “Selected risk considerations” on the following page, before making a decision to invest in the notes.
Preliminary pricing supplement:
sec.gov/Archives/edgar/data/1666268/000095010324011010/dp215495_424b2-ps3241.htm
The notes have complex features and investing in the notes involves risks not associated with an investment in ordinary debt securities. See “Selected risk considerations” in this term sheet and “Risk Factors” in the accompanying preliminary pricing supplement and product supplement. All payments on the notes are subject to our credit risk. |
This
introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
The notes are not deposits or savings accounts and are
not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations
of, or guaranteed by, a bank.
Selected risk considerations
The risks set forth below are discussed in more detail in the “Risk
Factors” section in the accompanying preliminary pricing supplement, product supplement, index supplement and prospectus. Please
review those risk factors carefully.
Risks Relating to an Investment in the Notes
| · | You may not receive any positive return on the notes. |
| · | The appreciation potential of the notes is limited by the maximum return. |
| · | The market price will 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 amount payable on the notes is not linked to the value of the underlying
index at any time other than the calculation day. |
| · | Investing in the notes is not equivalent to investing in the underlying
index. |
| · | 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 principal amount reduce the
economic terms of the notes, cause the estimated value of the notes to be less than the principal amount 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. |
| · | 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. |
| · | The maturity date may be postponed if the calculation day is postponed. |
| · | Potentially inconsistent research, opinions or recommendations by Morgan
Stanley, MSFL, WFS or our or their respective affiliates. |
Risks Relating to the Underlying Index
| · | Adjustments to the underlying index could adversely affect the value of
the notes. |
| · | Historical levels of the underlying index should not be taken as an indication
of the future performance of the underlying index during the term of the notes. |
For more information about the underlying index, including historical
performance information, see the accompanying preliminary pricing supplement.
Morgan Stanley and MSFL have filed a registration
statement (including a prospectus, as supplemented by the applicable product supplement and the index supplement) with the Securities
and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration
statement, the applicable product supplement, the index supplement and any other documents relating to this offering that Morgan Stanley
and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents
without cost by visiting EDGAR on the SEC web site at.www.sec.gov.
Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the applicable
product supplement, index supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
Wells Fargo Advisors is a trade name used by Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank
affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
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