Free Writing Prospectus to Preliminary Terms No. 1,349

Registration Statement Nos. 333-250103; 333-250103-01

Dated April 16, 2021; Filed pursuant to Rule 433

Morgan Stanley

2-Year ICLN Buffered PLUS

This document provides a summary of the terms of the Buffered PLUS. Investors must carefully review the accompanying preliminary terms referenced below, product supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.


Summary Terms

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Maturity date:

May 3, 2023

Underlying shares:

iShares® Global Clean Energy ETF (“ICLN”)

Payment at maturity per Buffered PLUS1:

If the final share price is greater than the initial share price:

$10 + leveraged upside payment

In no event will the payment at maturity exceed the maximum payment at maturity.

If the final share price is less than or equal to the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10%:

$10

If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 10%:

($10 x the share performance factor) + $1

Under these circumstances, the payment at maturity will be less than the stated principal amount of $10. However, under no circumstances will the Buffered PLUS pay less than $1.00 per Buffered PLUS at maturity.

Leveraged upside payment:

$10 × leverage factor × share percent increase

Share percent increase:

(final share price – initial share price) / initial share price

Initial share price:

The closing price of one underlying share on the pricing date

Final share price:

The closing price of one underlying share on the valuation date times the adjustment factor on such date

Adjustment factor:

1.0, subject to adjustment in the event of certain events affecting the underlying shares

Valuation date:

April 28, 2023, subject to postponement for non-trading days and certain market disruption events

Leverage factor:

200%

Buffer amount:

10%. As a result of the buffer amount of 10%, the value at or above which the underlying shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is 90% of the initial share price.

Minimum payment at maturity:

$1.00 per Buffered PLUS (10% of the stated principal amount)

Share performance factor:

Final share price / initial share price

Maximum payment at maturity:

$12.40 per Buffered PLUS (124% of the stated principal amount)

Stated principal amount:

$10 per Buffered PLUS 

Issue price:

$10 per Buffered PLUS

Pricing date:

April 30, 2021

Original issue date:

May 5, 2021 (3 business days after the pricing date)

CUSIP/ISIN:

61772X311 / US61772X3118

Preliminary terms:

https://www.sec.gov/Archives/edgar/data/895421/000183988221005923/ms1349_fwp-03822.htm

1All payments are subject to our credit risk

 

Hypothetical Payout at Maturity1

 

Change in Underlying

Return on Buffered PLUS

+50.00%

24.00%

+40.00%

24.00%

+30.00%

24.00%

+20.00%

24.00%

+12.00%

24.00%

+10.00%

20.00%

+5.00%

10.00%

0.00%

0.00%

-10.00%

0.00%

-11.00%

-1.00%

-20.00%

-10.00%

-30.00%

-20.00%

-40.00%

-30.00%

-50.00%

-40.00%

-60.00%

-50.00%

-80.00%

-70.00%

-100.00%

-90.00%

 


 

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.

Underlying Shares

For more information about the underlying shares, including historical performance information, see the accompanying preliminary terms.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making an investment decision.

Risks Relating to an Investment in the Buffered PLUS

Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 10% of your principal.

The appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity.

The market price of the Buffered PLUS will be influenced by many unpredictable factors.

The Buffered PLUS 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 Buffered PLUS.

As a finance subsidiary, MSFL has no independent operations and will have no independent assets.

The amount payable on the Buffered PLUS is not linked to the value of the underlying shares at any time other than the valuation date.

Investing in the Buffered PLUS is not equivalent to investing in the underlying shares or the stocks composing the share underlying index.

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 Buffered PLUS in the original issue price reduce the economic terms of the Buffered PLUS, cause the estimated value of the Buffered PLUS to be less than the original issue price and will adversely affect secondary market prices.

The estimated value of the Buffered PLUS is $9.421 per Buffered PLUS, or within $0.35 of that estimate, and 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.

The Buffered PLUS will not be listed on any securities exchange and secondary trading may be limited.

The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Buffered PLUS.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered PLUS.

The U.S. federal income tax consequences of an investment in the Buffered PLUS are uncertain.

Risks Relating to the Underlying Shares

Investing in the Buffered PLUS exposes investors to risks associated with investments with a concentration in the clean energy sector.

There are risks associated with investments in securities linked to the value of foreign (and especially emerging markets) equity securities.

The Buffered PLUS are subject to currency exchange risk.

Adjustments to the underlying shares or to the share underlying index could adversely affect the value of the Buffered PLUS.

The performance and market price of the Fund, particularly during periods of market volatility, may not correlate with the performance of the share underlying index, the performance of the component securities of the share underlying index or the net asset value per share of the Fund.

Governmental regulatory actions, such as sanctions, could adversely affect your investment in the Buffered PLUS.

The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the shares of the iShares® Global Clean Energy ETF.

Tax Considerations

You should review carefully the discussion in the accompanying preliminary terms under the caption “Additional Information About the Buffered PLUS–Tax considerations” concerning the U.S. federal income tax consequences of an investment in the Buffered PLUS, and you should consult your tax adviser.

 

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