Market-Linked Notes due May 25, 2029
Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM, the S&P 500® Index and the Nasdaq-100 Index®
Fully and Unconditionally Guaranteed by Morgan Stanley
Market-Linked Notes, which we refer to as the notes, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The notes will pay no interest and will have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented and modified by this document. The payment at maturity on the notes will be based on the value of the worst performing of the Dow Jones Industrial AverageSM, the S&P 500® Index and the Nasdaq-100 Index®, which we refer to collectively as the underlying indices. If each underlying index appreciates or does not depreciate at all over the term of the notes, you will receive the stated principal amount for each note you hold at maturity plus the upside payment of at least $360 (to be determined on the pricing date). If any underlying index depreciates over the term of the notes, we will pay per note a payment at maturity of only $1,000, without any positive return on the notes. The upside payment will therefore be payable only if all three underlying indices have appreciated or have not depreciated from their respective initial index values. These long-dated notes are for investors who are concerned about principal risk but seek an equity index-based return, and who are willing to forgo current income and returns above the fixed upside payment in exchange for the repayment of principal at maturity plus the possibility of receiving a return of at least 36% (to be determined on the pricing date) if the final index value of each underlying index is greater than or equal to the respective initial index value. The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments on the notes, including the repayment of principal at maturity, are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These notes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
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SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Issue price:
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$1,000 per note
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Stated principal amount:
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$1,000 per note
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Aggregate principal amount:
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$
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Pricing date:
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May 22, 2024
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Original issue date:
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May 28, 2024 (3 business days after the pricing date)
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Maturity date:
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May 25, 2029
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Interest:
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None
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Underlying indices:
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The Dow Jones Industrial AverageSM (the “INDU Index”), the S&P 500® Index (the “SPX Index”) and the Nasdaq-100 Index® (the “NDX Index”)
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Payment at maturity:
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The payment due at maturity per $1,000 stated principal amount will equal:
●If the final index value of each underlying index is greater than or equal to its respective initial index value:
$1,000 + the upside payment
●If the final index value of any underlying index is less than its respective initial index value:
$1,000
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Worst performing underlying index:
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The underlying index with the lowest percent change from the respective initial index value to the respective final index value
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Upside payment:
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At least $360 per note (36% of the stated principal amount). The actual upside payment will be determined on the pricing date.
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Initial index value:
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With respect to the INDU Index, , which is the index closing value of such index on the pricing date
With respect to the SPX Index, , which is the index closing value of such index on the pricing date
With respect to the NDX Index, , which is the index closing value of such index on the pricing date
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Final index value:
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With respect to each underlying index, the index closing value of such index on the determination date
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Determination date:
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May 22, 2029, subject to postponement for non-index business days and certain market disruption events
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CUSIP / ISIN:
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61776L5B9 / US61776L5B92
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Listing:
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The notes will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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Approximately $937.60 per note, or within $55.00 of that estimate. See “Investment Summary” beginning on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions(1)
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Proceeds to us(2)
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Per note
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$1,000
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$
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$
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Total
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$
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$
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$
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(1)Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $ for each note they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for equity-linked notes.
(2)See “Use of proceeds and hedging” on page 19.
The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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.
You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Notes” and “Additional Information About the Notes” at the end of this document.
As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for Equity-Linked Notes dated November 16, 2023
Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024