Trigger PLUS Based on the Value of the S&P 500® Index due August 10, 2028
Fully and Unconditionally Guaranteed by Morgan Stanley
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document. At maturity, if the underlying index has appreciated in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the underlying index depreciates in value but the final index value is greater than or equal to the trigger level, investors will receive the stated principal amount of their investment. However, if the underlying index has depreciated in value so that the final index value is less than the trigger level, investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the index value over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 75% of the stated principal amount and could be zero. Accordingly, you may lose your entire investment. These long-dated Trigger PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the upside leverage feature and the limited protection against loss but only if the final index value is greater than or equal to the trigger level. Investors may lose their entire initial investment in the Trigger PLUS. The Trigger PLUS are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Trigger PLUS 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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FINAL 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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Maturity date:
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August 10, 2028
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Underlying index:
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S&P 500® Index
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Aggregate principal amount:
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$674,000
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Payment at maturity:
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If the final index value is greater than the initial index value: $1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level: $1,000
If the final index value is less than the trigger level: $1,000 × index performance factor
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and will represent a loss of more than 25%, and possibly all, of your investment.
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Leveraged upside payment:
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$1,000 × leverage factor × index percent increase
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Leverage factor:
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132%
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Index percent increase:
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(final index value – initial index value) / initial index value
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Index performance factor:
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final index value / initial index value
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Initial index value:
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4,145.19, which is the index closing value on the pricing date
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Final index value:
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The index closing value on the valuation date
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Trigger level:
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3,108.893, which is approximately 75% of the initial index value
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Valuation date:
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August 7, 2028, subject to adjustment for non-index business days and certain market disruption events
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Stated principal amount:
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$1,000 per Trigger PLUS
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Issue price:
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$1,000 per Trigger PLUS (see “Commissions and issue price” below)
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Pricing date:
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August 5, 2022
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Original issue date:
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August 10, 2022 (3 business days after the pricing date)
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CUSIP / ISIN:
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61774DV38 / US61774DV386
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Listing:
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The Trigger PLUS 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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$949.50 per Trigger PLUS. 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 Trigger PLUS
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$1,000
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$32.50
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$967.50
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Total
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$674,000
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$21,905
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$652,095
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We also sold, pursuant to Pricing Supplement No. 5,891, a separate issuance of securities, being sold only to fee-based advisory accounts, with terms similar to those of this issuance but with a higher leverage factor.
(1)Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $32.50 for each Trigger PLUS they sell. In addition, selected dealers and their financial advisors will receive a structuring fee of up to $7.50 for each Trigger PLUS. MS & Co. will not receive a sales commission with respect to the Trigger PLUS. 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 PLUS.
(2)See “Use of proceeds and hedging” on page 15.
The Trigger PLUS 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 securities, 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 Trigger PLUS 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. Please also see “Additional Terms of the Trigger PLUS” and “Additional Information About the Trigger PLUS” at the end of this document.
References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for PLUS dated November 16, 2020 Index Supplement dated November 16, 2020
Prospectus dated November 16, 2020