Dual Directional Buffered PLUS Based on the Worst Performing of the Common Stock of Advanced Micro Devices, Inc. and the Common Stock of NVIDIA Corporation due March 30, 2026
Buffered Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Dual Directional Buffered PLUS, or “Buffered PLUS,” are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered PLUS will pay no interest, provide a minimum payment at maturity of only 25% of the stated principal amount and have the terms described in the accompanying product supplement for PLUS and prospectus, as supplemented or modified by this document. The payment at maturity on the Buffered PLUS will be based on the worst performing of the common stock of Advanced Micro Devices, Inc. and the common stock of NVIDIA Corporation. At maturity, if the final share price of each underlying stock is greater than the respective initial share price, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst performing underlying stock, subject to the maximum upside payment at maturity. If the final share price of either underlying stock is less than or equal to the respective initial share price, but the final share price of each underlying stock is greater than or equal to 75% of the respective initial share price, meaning that neither underlying stock has declined from the respective initial share price by an amount greater than the buffer amount of 25%, investors will receive the stated principal amount of their investment plus a positive return equal to 150% of the absolute value of the percentage decline of the worst performing underlying stock, which will be inherently limited to a maximum return of 37.50%. However, if the final share price of either underlying stock is less than 75% of the respective initial share price, meaning that either underlying stock has declined from the respective initial share price by an amount greater than the buffer amount of 25%, the absolute return feature will no longer be available and instead investors will lose 1% for every 1% decline in the worst performing underlying stock beyond the specified buffer amount, subject to the minimum payment at maturity of 25% of the stated principal amount. Investors may lose up to 75% of the stated principal amount of the Buffered PLUS. Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying stocks, a decline in either underlying stock beyond the buffer amount will result in a loss, and potentially a significant loss, of your investment, even if the other underlying stock has appreciated or has not declined as much. The Buffered PLUS are for investors who seek an equity-based return and who are willing to risk their principal, risk exposure to the worst performing of two underlying stocks and forgo current income and upside above the maximum upside payment at maturity in exchange for the leverage, buffer and absolute return features that in each case apply to a limited range of performance of the worst performing underlying stock. The Buffered PLUS are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
The Buffered PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Buffered PLUS offer the potential for a positive return at maturity if the worst performing underlying stock depreciates by no more than 25%.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Buffered 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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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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Maturity date:
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March 30, 2026
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Underlying stocks:
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Advanced Micro Devices, Inc. common stock (the “AMD Stock”) and NVIDIA Corporation common stock (the “NVDA Stock”)
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Aggregate principal amount:
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$
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Payment at maturity per Buffered PLUS:
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●If the final share price of each underlying stock is greater than the respective initial share price:
$1,000 + leveraged upside payment
In no event will the payment at maturity exceed the maximum upside payment at maturity.
●If the final share price of either underlying stock is less than or equal to the respective initial share price but the final share price of each underlying stock is greater than or equal to 75% of the respective initial share price, meaning that neither underlying stock has declined from the respective initial share price by an amount greater than the buffer amount of 25%:
$1,000 + ($1,000 × absolute share return of the worst performing underlying stock × 1.50)
In this scenario, you will receive a 1.50% positive return on the Buffered PLUS for each 1% negative return on the worst performing underlying stock. In no event will this amount exceed the stated principal amount plus $375.
●If the final share price of either underlying stock is less than 75% of the respective initial share price, meaning that either underlying stock has declined from the respective initial share price by an amount greater than the buffer amount of 25%:
($1,000 × share performance factor of the worst performing underlying stock) + $250
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under no circumstances will the Buffered PLUS pay less than $250 per Buffered PLUS at maturity.
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Leveraged upside payment:
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$1,000 × leverage factor × share percent change of the worst performing underlying stock
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Leverage factor:
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150%
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Maximum upside payment at maturity:
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At least $1,795 per Buffered PLUS (179.50% of the stated principal amount). The actual maximum upside payment at maturity will be determined on the pricing date.
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Valuation date:
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March 25, 2026, subject to adjustment for non-trading days and certain market disruption events
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Minimum payment at maturity:
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$250 per Buffered PLUS (25% of the stated principal amount)
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Buffer amount:
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25%. As a result of the buffer amount of 25%, the price at or above which each underlying stock must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is as follows:
With respect to the AMD Stock: $ , which is 75% of the initial share price for such underlying stock.
With respect to the NVDA Stock: $ , which is 75% of the initial share price for such underlying stock.
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Stated principal amount:
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$1,000 per Buffered PLUS
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Issue price:
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$1,000 per Buffered PLUS
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Pricing date:
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March 25, 2024
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Original issue date:
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March 28, 2024 (3 business days after the pricing date)
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Terms continued on the following page
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), a wholly owned subsidiary of Morgan Stanley and an affiliate of MSFL. 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 $975.20 per Buffered PLUS, or within $35.00 of that estimate. See “Investment Summary” 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 Buffered PLUS
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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 Buffered PLUS 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 PLUS.
(2)See “Use of proceeds and hedging” on page 19.
The Buffered PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.
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 and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Buffered 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 and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated February 22, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Buffered PLUS” and “Additional Information About the Buffered PLUS” 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 PLUS dated November 16, 2023 Prospectus dated February 22, 2024