Trigger Jump Securities Based on the Value of the Common Stock of Amazon.com, Inc. due March 4, 2026
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest and do not guarantee the return of any of the principal amount at maturity. At maturity, you will receive for each security that you hold an amount in cash that will vary depending on the performance of the common stock of Amazon.com, Inc., as determined on the valuation date. If the underlying stock appreciates or does not depreciate at all over the term of the securities, you will receive for each security that you hold at maturity the upside payment of $250 per security in addition to the stated principal amount. If the final share price is less than the initial share price but greater than or equal to the downside threshold level of 75% of the initial share price, meaning that the underlying stock has depreciated by an amount less than or equal to 25%, you will receive a payment at maturity equal to the stated principal amount. However, if the final share price is less than the downside threshold level, meaning that the underlying stock has depreciated by more than 25% from its initial value, the payment due at maturity will be significantly less than the stated principal amount of the securities by an amount that is proportionate to the full percentage decrease in the final share price from the initial share price. Under these circumstances, the payment at maturity per security will be less than $750 and could be zero. Accordingly, you may lose your entire initial investment in the securities. The securities are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income and returns above the upside payment in exchange for the upside payment feature that applies to a limited range of performance of the underlying stock. 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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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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Issue price:
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$1,000 per security (see “Commissions and issue price” below)
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Stated principal amount:
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$1,000 per security
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Pricing date:
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August 30, 2024
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Original issue date:
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September 5, 2024 (3 business days after the pricing date)
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Maturity date:
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March 4, 2026
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Aggregate principal amount:
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$13,281,000
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Interest:
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None
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Underlying stock:
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Amazon.com, Inc. common stock
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Payment at maturity:
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●If the final share price is greater than or equal to the initial share price:
$1,000 + the upside payment
●If the final share price is less than the initial share price but greater than or equal to the downside threshold level, meaning the value of the underlying stock has declined by no more than 25% from its initial share price:
$1,000
●If the final share price is less than the downside threshold level, meaning the value of the underlying stock has declined by more than 25% from its initial share price:
$1,000 × share performance factor
Under these circumstances, the payment at maturity will be significantly 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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Upside payment:
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$250 per security (25.00% of the stated principal amount)
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Downside threshold level:
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$133.875, which is 75% of the initial share price
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Share performance factor:
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final share price / initial share price
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Initial share price:
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$178.50, which is the closing price of the underlying stock on the pricing date
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Final share price:
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The closing price of the underlying stock on the valuation date times the adjustment factor on such date
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Valuation date:
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February 27, 2026, subject to postponement for non-trading days and certain market disruption events
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Adjustment factor:
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1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
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CUSIP:
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61776RHQ0
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ISIN:
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US61776RHQ02
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Listing:
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The securities 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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$971.40 per security. 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 and fees
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Proceeds to us(3)
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Per security
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$1,000
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$20(1)
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$5(2)
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$975
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Total
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$13,281,000
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$332,025
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$12,948,975
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(1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $20 for each security 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 Jump Securities.
(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.
(3)See “Use of proceeds and hedging” on page 13.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6.
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 Jump Securities dated November 16, 2023 Prospectus dated April 12, 2024