Buffered Jump Securities with Auto-Callable Feature due September 23, 2027
All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”), fully and unconditionally guaranteed by Morgan Stanley, and have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this document. The securities do not provide for the regular payment of interest and provide for a minimum payment at maturity of only 20% of the stated principal amount. The securities will be automatically redeemed if the determination closing price of each of the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation, which we refer to as the underlying stocks on the first determination date, is greater than or equal to 100% of its respective initial share price, which we refer to as the respective call threshold level, for an early redemption payment that will correspond to a return of at least $1,387.50 per security (to be determined on the pricing date), as described below. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final share price of each underlying stock is greater than its respective initial share price, investors will receive the stated principal amount of their investment plus a return reflecting 200% of the upside performance of the worst performing underlying stock. If the securities have not previously been redeemed and the final share price of either underlying stock is less than or equal to its respective initial share price but neither underlying stock has decreased by an amount greater than the specified buffer amount from its respective initial share price, investors will receive a payment at maturity of $1,000 per $1,000 security. However, if the securities are not redeemed prior to maturity and the final share price of either underlying stock is less than its respective initial share price by an amount greater than the specified buffer amount, investors will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the stated principal amount. Accordingly, investors may lose up to 80% of the stated principal amount of the securities. The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving an early redemption payment greater than the stated principal amount if each underlying stock closes at or above the respective call threshold level on the first determination date or an equity-based return at maturity if each underlying stock closes above the respective initial share price on the final determination date. Because all payments on the securities are based on the worst performing of the underlying stocks, a decline of more than 20% by either underlying stock will result in a loss of your investment, even if the other underlying stock has appreciated or has not declined as much. The securities 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 securities 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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Underlying stocks:
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Microsoft Corporation common stock (the “MSFT Stock”) and NVIDIA Corporation common stock (the “NVDA Stock”)
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Aggregate principal amount:
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$
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Stated principal amount:
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$1,000 per security
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Issue price:
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$1,000 per security
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Pricing date:
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September 18, 2024
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Original issue date:
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September 23, 2024 (3 business days after the pricing date)
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Maturity date:
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September 23, 2027
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Early redemption:
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If, on the first determination date, the determination closing price of each underlying stock is greater than or equal to its respective call threshold level, the securities will be automatically redeemed for the early redemption payment on the early redemption date.
The securities will not be redeemed early on the early redemption date if the determination closing price of either underlying stock is below its respective call threshold level on the first determination date.
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Early redemption payment:
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The early redemption payment will be an amount in cash per stated principal amount of at least $1,387.50 (to be determined on the pricing date), as set forth under “Determination Dates, Early Redemption Date and Early Redemption Payment” below.
No further payments will be made on the securities once they have been redeemed.
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Determination dates:
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See “Determination Dates, Early Redemption Date and Early Redemption Payment” below.
The determination dates are subject to postponement for non-trading days and certain market disruption events.
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Early redemption date:
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See “Determination Dates, Early Redemption Date and Early Redemption Payment” below. If any such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustment will be made to the early redemption payment.
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Call threshold level:
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With respect to the MSFT Shares, $ , which is 100% of its initial share price
With respect to the NVDA Shares, $ , which is 100% of its initial share price
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Determination closing price:
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With respect to each underlying stock, on any trading day, the closing price of such underlying stock on such trading day times the adjustment factor for such underlying stock on such trading day
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Payment at maturity:
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If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:
●If the final share price of each underlying stock is greater than its respective initial share price:
$1,000 + ($1,000 × share percent change of the worst performing underlying stock × 200%)
●If the final share price of either underlying stock is less than or equal to its respective initial share price but neither underlying stock has decreased by an amount greater than the buffer amount of 20% from its respective initial share price:
$1,000
●If the final share price of either underlying stock has decreased by an amount greater than the buffer amount of 20% from its respective initial share price:
$1,000 × (share performance factor of the worst performing underlying stock + 20%)
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under no circumstances will the securities pay less than the minimum payment at maturity of $200 per security.
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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.”), 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 $988.20 per security, or within $45.00 of that estimate. See “Investment Summary” beginning on page 3.
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Commissions and issue price:
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Price to public(1)
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Agent’s commissions and fees(2)
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Proceeds to us(3)
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Per security
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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)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $ per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. 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 auto-callable securities.
(3)See “Use of proceeds and hedging” on page 22.
The securities 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 securities 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 April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” 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 Auto-Callable Securities dated November 16, 2023 Prospectus dated April 12, 2024