The securities are not designed for, and may not be an appropriate
investment for, investors who:
The timing and amount of the payment you will receive will be determined
as follows:
The hypothetical payout profile
below illustrates the call payment or maturity payment amount on the securities, as applicable, for a range of hypothetical performances
of the underlying index from the starting level to the closing level on the applicable determination date.
The following scenario analysis
and examples are provided for illustrative purposes only and are hypothetical. Whether the securities are called will be determined by
reference to the closing level of the underlying index on the calculation days, and the maturity payment amount will be determined by
reference to the closing level of the underlying index on the final calculation day. The actual call payment with respect to each applicable
calculation day, starting level and threshold level will be determined on the pricing date. Some numbers appearing in the examples below
have been rounded for ease of analysis. All payments on the securities are subject to our credit risk. The below examples are based on
the following terms*:
In this example, on the first calculation day, the closing level of
the underlying index is below the starting level. Therefore, the securities are not called. On the second calculation day, the closing
level of the underlying index is at or above the starting level. Therefore, the securities are automatically called on the second call
settlement date. Investors will receive a payment of $1,071.00 per security on the related call settlement date. No further payments will
be made on the securities once they have been called, and investors do not participate in the appreciation in the underlying index.
In the following examples, the closing level of the
underlying index is below the starting level on each of the calculation days, and, consequently, the securities are not automatically
called.
Date |
Closing Level |
Payment (per Security) |
1st Calculation Day |
80 (below the starting level, securities are not called) |
-- |
2nd Calculation Day |
86 (below the starting level, securities are not called) |
-- |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
3rd Calculation Day |
73 (below the starting level, securities are not called) |
-- |
Final Calculation Day |
92 (below the starting level but above the threshold level) |
$1,000.00 |
In this example, the closing level of the underlying
index is below the starting level on each of the calculation days, and therefore the securities are not called. On the final calculation
day, the ending level is below the starting level but at or above the threshold level, and accordingly, investors receive a maturity payment
amount equal to the face amount of $1,000 per security, representing a 0% return over the 4-year term of the securities.
Example 2 — the ending level is below the
threshold level
Date |
Closing Level |
Payment (per Security) |
1st Calculation Day |
67 (below the starting level, securities are not called) |
-- |
2nd Calculation Day |
60 (below the starting level, securities are not called) |
-- |
3rd Calculation Day |
62 (below the starting level, securities are not called) |
-- |
Final Calculation Day |
40 (below the threshold level) |
|
In this example, the closing level of the underlying
index is below the starting level on each of the calculation days, and therefore the securities are not called. On the final calculation
day, the ending level is below the threshold level, and accordingly, investors receive at maturity an amount equal to the face amount
times the performance factor. The maturity payment amount is $400.00 per security, representing a loss of 60% on your investment
over the 4-year term of the securities.
If the securities are not called prior to maturity
and the ending level is below the threshold level on the final calculation day, the securities will be fully exposed to the decline in
the closing level of the underlying index. Under these circumstances, you will lose a significant portion or all of the face amount of
your securities at maturity.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
This section describes the material risks relating to the securities.
For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product
supplement for principal at risk securities, index supplement and prospectus. We also urge you to consult your investment, legal, tax,
accounting and other advisers in connection with your investment in the securities.
Risks Relating to an Investment in the Securities
| § | The securities do not pay interest or guarantee the return of the face
amount of your securities at maturity. The terms of the securities differ from those of ordinary debt securities in that they do not
pay interest or guarantee the return of the face amount of your securities at maturity. If the securities have not been automatically
called and if the ending level of the underlying index is less than the threshold level, you will receive be exposed to the full decline
in the value of the underlying index, as compared to the starting level, on a 1-to-1 basis, and you will receive for each security that
you hold at maturity an amount equal to the face amount times the performance factor. In this case, you will lose more than 25%,
and possibly all, of the face amount of your securities at maturity. |
| § | The appreciation potential of the securities
is limited by the call payment specified for each calculation day. The appreciation potential of the securities is limited to the
call payment specified for each calculation day if the underlying index closes at or above the starting level on any calculation day.
In all cases, you will not participate in any appreciation of the underlying index, which could be significant. |
| § | The market price will be influenced by many unpredictable factors. Several
factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which
MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest
rates available in the market and the value of the underlying index on any day, including in relation to the starting level and
threshold level, will affect the value of the securities more than any other factors. Other factors that may influence the value of the
securities include: |
| o | the volatility (frequency and magnitude of changes in value) of the underlying index, |
| o | geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the
underlying index or the securities markets generally and which may affect the value of the underlying index, |
| o | dividend rates on the securities underlying the underlying index, |
| o | the time remaining until the securities mature, |
| o | interest and yield rates in the market, |
| o | the availability of comparable instruments, |
| o | the composition of the underlying index and changes in the constituent stocks of the underlying index, and |
| o | any actual or anticipated changes in our credit ratings or credit spreads. |
Generally, the longer the time remaining
to maturity, the more the market price of the securities will be affected by the other factors described above. Some or all of these factors
will influence the price that you will receive if you sell your securities prior to maturity. For example, you may have to sell
your securities at a substantial discount from the face amount of $1,000 per security if the level of the underlying index at the time
of sale is near or below its threshold level or if market interest rates rise.
You cannot predict the future performance
of the underlying index based on its historical performance. If the securities are not called and the ending level is less than the threshold
level, you will be exposed on a 1-to-1 basis to any decline in the ending level in excess of 10%. See “S&P 500®
Index Overview” below.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
| § | 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. You are dependent on our
ability to pay all amounts due on the securities upon an automatic call or at maturity, and therefore you are subject to our credit risk.
If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment.
As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness.
Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit
risk is likely to adversely affect the market value of the securities. |
| § | As a finance subsidiary, MSFL has no independent operations and will have
no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its
securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect
of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those
available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated
obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee.
Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and
should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders
of Morgan Stanley-issued securities. |
| § | Investing in the securities is not equivalent to investing in the underlying
index. Investing in the securities is not equivalent to investing in the underlying index or the component stocks of the underlying
index. Investors in the securities will not participate in any positive performance of the underlying index, and will not have voting
rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the underlying
index. |
| § | Reinvestment risk. The term of your investment in the securities may be
shortened due to the automatic call feature of the securities. If the securities are called prior to maturity, you will receive no further
payments on the securities and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable
terms or returns. |
| § | 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 face amount reduce the
economic terms of the securities, cause the estimated value of the securities to be less than the face amount and will adversely affect
secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers,
including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower
than the face amount, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are
included in the face amount and borne by you and because the secondary market prices will reflect our secondary market credit spreads
and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors. |
The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the face amount and the lower rate we are willing to pay as issuer make the economic
terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 4 months following
the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions,
including those related to the underlying index, and to our secondary market credit spreads, it would do so based on values higher than
the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.
| § | 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.
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
and certain assumptions about future
events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our
models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if
they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price
at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any
time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted
with accuracy, including our creditworthiness and changes in market conditions. See also “The market price will be influenced by
many unpredictable factors” above.
| § | The securities will not be listed on any securities exchange and secondary
trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the securities. MS & Co. and WFS may, but are not obligated to, make a market in the securities and, if either of them
once chooses to make a market, may cease doing so at any time. When they do make a market, they will generally do so for transactions
of routine secondary market size at prices based on their respective estimates of the current value of the securities, taking into account
their respective bid/offer spreads, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that they will be able to resell the securities. Even
if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers
may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities
is likely to depend on the price, if any, at which MS & Co. or WFS is willing to transact. If, at any time, MS & Co. and WFS were
to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you
should be willing to hold your securities to maturity. |
| § | The calculation agent, which is a subsidiary of Morgan Stanley and an
affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the
starting level, the threshold level and the ending level and will calculate the amount of cash you receive at maturity, if any. Moreover,
certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective
judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index
or calculation of the ending level in the event of a market disruption event or discontinuance of the underlying index. These potentially
subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of
determinations, see “General Terms of the Securities—Market Disruption Events,” “—Adjustments to an Index,”
“—Discontinuance of an Index,” “—Consequences of a Market Disruption Event; Postponement of a Calculation
Day” and “Alternate Exchange Calculation in Case of an Event of Default” in the accompanying product supplement for
principal at risk securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date. |
| § | Hedging and trading activity by our affiliates could potentially adversely
affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities
related to the securities (and possibly to other instruments linked to the underlying index or the component stocks of the underlying
index), including trading in the stocks that constitute the underlying index, as well as in other instruments related to the underlying
index. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy
may involve greater and more frequent dynamic adjustments to the hedge as the final calculation day approaches. Some of our affiliates
also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index on a regular
basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing
date could potentially affect the starting level, and, therefore, could increase (i) the level at or above which the underlying index
must close on the calculation days so that the securities are called for the call payment and (ii) the threshold level for the underlying
index, which is the level at or above which the underlying index must close on the final calculation day so that you do not suffer a significant
loss on your initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities
could potentially affect the value of the underlying index on the calculation days, and, accordingly, whether we call the securities prior
to maturity and the amount of cash you will receive at maturity, if any. |
| § | The maturity date may be postponed if the final calculation day is postponed.
If the scheduled final calculation day is not a trading day or if a market disruption event occurs on that day so that the final calculation
day is |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
postponed and falls less than two
business days prior to the maturity date, the maturity date of the securities will be postponed to the second business day following that
final calculation day as postponed.
| § | Potentially inconsistent research, opinions or recommendations by Morgan
Stanley, MSFL, WFS or our or their respective affiliates. Morgan Stanley, MSFL, WFS and our or their respective affiliates may publish
research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions
or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations
expressed by Morgan Stanley, MSFL, WFS or our or their respective affiliates may not be consistent with each other and may be modified
from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities
and the underlying index to which the securities are linked. |
| § | The U.S. federal income tax consequences of an investment in the securities
are uncertain. Please read the discussion under “Additional Information About the Securities—Tax considerations”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for principal
at risk securities (together, the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment
in the securities. If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment for the
securities, the timing and character of income on the securities might differ significantly from the tax treatment described in the Tax
Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments.
In that event, U.S. Holders would be required to accrue into income original issue discount on the securities every year at a “comparable
yield” determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income. The
risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would
be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.
We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with
the tax treatment described in the Tax Disclosure Sections. |
In 2007, the U.S. Treasury Department
and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the
term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect
to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the
exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if
any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and Non-U.S.
Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including
possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
Risks Relating to the Underlying Index
| § | Adjustments to the underlying index could adversely affect the value of
the securities. The publisher of the underlying index may add, delete or substitute the stocks constituting the underlying index or
make other methodological changes that could change the value of the underlying index. The publisher of the underlying index may discontinue
or suspend calculation or publication of the underlying index at any time. In these circumstances, the calculation agent will have the
sole discretion to substitute a successor index that is comparable to the discontinued underlying index and is permitted to consider indices
that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that there is
no appropriate successor index on any calculation day, the determination of whether the securities will be called or the amount payable
at maturity, as applicable, will be based on the value of the underlying index, based on the closing prices of the stocks constituting
the underlying index at the |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
time of such discontinuance, without
rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the formula for calculating the underlying
index last in effect prior to such discontinuance, as compared to the starting level or threshold level, as applicable.
| § | 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 securities. No assurance can be given as to the level of
the underlying index at any time, including on the final calculation day, because historical levels of the underlying index do not provide
an indication of future performance of the underlying index. |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
The S&P 500® Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies selected to provide
a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative
value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared to the
aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through 1943. For additional
information about the S&P 500® Index, see the information set forth under “S&P 500® Index”
in the accompanying index supplement.
The following graph sets forth the daily closing levels of the underlying
index for the period from January 1, 2018 through June 21, 2023. The closing level of the underlying index on June 21, 2023 was 4,365.69.
We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. You should not take
the historical levels of the underlying index as an indication of its future performance, and no assurance can be given as to the closing
level of the underlying index at any time, including on the calculation days.
S&P 500®
Index Daily Closing Levels
January 1, 2018 to June
21, 2023 |
|
“Standard & Poor’s®,” “S&P®,”
“S&P 500®,” “Standard & Poor’s 500” and “500” are trademarks of Standard
and Poor’s Financial Services LLC. For more information, see “S&P 500® Index” in the accompanying
index supplement.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
Additional
Information About the Securities |
Minimum ticketing size
$1,000 / 1 security
Tax considerations
Although there is uncertainty
regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion
of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, a security should be treated
as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s
opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Taxation” in the accompanying product supplement for principal at risk securities,
the following U.S. federal income tax consequences should result based on current law:
| § | A U.S. Holder should not be required to recognize
taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange. |
| § | Upon sale, exchange or settlement of the securities,
a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis
in the securities. Such gain or loss should be long-term capital gain or loss if the investor has held the securities for more than one
year, and short-term capital gain or loss otherwise. |
In 2007, the U.S.
Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on the U.S. federal
income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to
require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject
to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying
property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S.
investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership”
rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge.
While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly
with retroactive effect.
As discussed in
the accompanying product supplement for principal at risk securities, Section 871(m) of the Internal Revenue Code of 1986, as amended,
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate)
withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to
U.S. equities or indices that include U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section
871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as
determined based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to
an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2025 that do not have a delta of one with respect
to any Underlying Security. Based on the terms of the securities and current market conditions, we expect that the securities will not
have a delta of one with respect to any Underlying Security on the pricing date. However, we will provide an updated determination in
the pricing supplement. Assuming that the securities do not have a delta of one with respect to any Underlying Security, our counsel is
of the opinion that the securities should not be Specified Securities and, therefore, should not be subject to Section 871(m).
Our determination
is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend
on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If withholding
is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax
adviser regarding the potential application of Section 871(m) to the securities.
Both U.S. and
non-U.S. investors considering an investment in the securities should read the discussion under “Risk Factors” in this document
and the discussion under “United States Federal Taxation” in the accompanying product supplement for principal at risk securities
and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, including
possible alternative treatments, the issues presented by the aforementioned notice and any tax consequences arising under the laws of
any state, local or non-U.S. taxing jurisdiction.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due July 6, 2027
The discussion in the preceding paragraphs under
“Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in
the accompanying product supplement for principal at risk securities, insofar as they purport to describe provisions of U.S. federal income
tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material
U.S. federal tax consequences of an investment in the securities.
Additional considerations
Client accounts over which Morgan Stanley, Morgan
Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities,
either directly or indirectly.
Supplemental information regarding plan of distribution;
conflicts of interest
MS & Co. and WFS will act as the agents for
this offering. WFS will receive a commission of up to $28.25 for each security it sells. WFS proposes to offer the securities in part
directly to the public at the price to public set forth on the cover page of this document and in part to Wells Fargo Advisors (“WFA”)
(the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors
Financial Network, LLC), an affiliate of WFS, or other securities dealers at such price less a selling concession of up to $20.00 per
security. In addition to the selling concession allowed to WFA, WFS may pay $0.75 per security of the commission to WFA as a distribution
expense fee for each security sold by WFA.
In addition, in respect of certain securities sold
in this offering, we may pay a fee of up to $4.00 per security to selected securities dealers in consideration for marketing and other
services in connection with the distribution of the securities to other securities dealers.
See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement for principal at risk securities for information about the distribution arrangements for the securities.
References therein to “agent” refer to each of MS & Co. and WFS, as agents for this offering, except that references to
“agent” in the context of offers to certain Morgan Stanley dealers and compliance with FINRA Rule 5121 do not apply to WFS.
MS & Co., WFS or their affiliates may enter into hedging transactions with us in connection with this offering.
MS & Co. is an affiliate of MSFL and a wholly
owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable,
hedging the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities,
including the call payments, such that for each security the estimated value on the pricing date will be no lower than the minimum level
described in “Estimated Value of the Securities” beginning on page 4.
MS & Co. will conduct this offering in compliance with the requirements
of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member
firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates
may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use
of Proceeds and Hedging” in the accompanying product supplement.
Where you can find more information
Morgan Stanley and MSFL have filed a registration
statement (including a prospectus, as supplemented by the product supplement for principal at risk securities and 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 product supplement for principal at risk securities, 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 product
supplement for principal at risk securities, index supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site
at.www.sec.gov as follows:
Product Supplement for Principal at Risk Securities dated June 30, 2022
Index Supplement dated November 16, 2020
Prospectus dated November 16, 2020
Terms used but not defined in this document are
defined in the product supplement for principal at risk securities, in the index supplement or in the prospectus.
Morgan Stanley (NYSE:MS-E)
Historical Stock Chart
From Sep 2024 to Oct 2024
Morgan Stanley (NYSE:MS-E)
Historical Stock Chart
From Oct 2023 to Oct 2024