CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Trigger Jump Securities due 2024
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$857,000
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$93.50
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July 2021
Pricing Supplement No. 1,924
Registration Statement Nos. 333-250103; 333-250103-01
Dated July 23, 2021
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
Structured Investments
Opportunities in U.S. Equities
Trigger Jump Securities Based on the Value of the Worst Performing of the NASDAQ-100 Index® and the Russell 2000® Index due January 26, 2024
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, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for Jump Securities, index supplement and prospectus, as supplemented and modified by this document. If the final level of each underlying index is greater than or equal to its respective initial level, you will receive for each security that you hold at maturity the digital payment of $210 per security in addition to the stated principal amount. If the final level of either underlying index is less than its respective initial level but the final level of each underlying index is greater than or equal to 70% of its respective initial level, which we refer to as the respective principal barrier, investors will receive the stated principal amount of their investment. However, if the final level of either underlying index is less than its respective principal barrier, the payment at maturity will be significantly less than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease in the final level of the worst performing underlying from its initial level. Under these circumstances, the payment at maturity will be less than $700 per security and could be zero. Accordingly, you could lose your entire initial investment in the securities. Because the payment at maturity on the securities is based on the worst performing of the underlying indices, a decline in either final level below 70% of its respective initial level will result in a significant loss on your investment, even if the other underlying index has appreciated or has not declined as much. The securities are for investors who seek an equity index-based return and who are willing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current income and returns above the fixed digital payment in exchange for the digital payment feature that applies only if the final level of each underlying index is greater than or equal to its respective initial level. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes Program. See “Additional Terms of the Securities—Additional Terms—Certain defined terms” for additional information about certain defined terms that are used in this document and the accompanying product supplement.
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
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Stated principal amount:
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$1,000 per security
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Trade date:
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July 23, 2021
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Settlement date:
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July 28, 2021 (3 business days after the trade date)
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Maturity date:
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January 26, 2024
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Aggregate principal amount:
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$857,000
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Interest:
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None
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Underlying indices:
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The NASDAQ-100 Index® (the “NDX Index”) and the Russell 2000® Index (the “RTY Index”)
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Payment at maturity:
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●If the final level of each underlying index is greater than or equal to its respective initial level:
$1,000 + the digital payment
●If the final level of either underlying index is less than its respective initial level but the final level of each underlying index is greater than or equal to its respective principal barrier:
$1,000
●If the final level of either underlying index is less than its respective principal barrier, meaning the value of either underlying index has declined by more than 30% from its respective initial level to its respective final level:
$1,000 × index performance factor of the worst performing underlying index
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 30%, and possibly all, of your investment.
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Digital payment:
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$210 per security (21% of the stated principal amount).
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Index performance factor:
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With respect to each underlying index, final level / initial level
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Worst performing underlying index:
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The underlying index with the lesser index performance factor
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Initial level:
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With respect to the NDX Index, 15,111.79, which is the index closing value of such index on the trade date
With respect to the RTY Index, 2,209.649, which is the index closing value of such index on the trade date
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Principal barrier:
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With respect to the NDX Index, 10,578.253, which is 70% of the initial level for such index
With respect to the RTY Index, 1,546.754, which is approximately 70% of the initial level for such index
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Final level:
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With respect to each underlying index, the index closing value of such index on the determination date
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Determination date:
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January 23, 2024, subject to postponement for non-index business days and certain market disruption events
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CUSIP / ISIN:
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61773FDX8 / US61773FDX87
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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 trade date:
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$948.60 per security. 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 security
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$1,000
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$22.50
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$977.50
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Total
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$857,000
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$19,282.50
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$837,717.50
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We also sold, pursuant to Pricing Supplement No. 1,925, a separate issuance of securities, being sold only to fee-based advisory accounts, with terms similar to those of this issuance but with a higher digital payment.
(1)Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $22.50 for each security they sell. In addition, selected dealers and their financial advisors will receive a structuring fee of up to $4 and a distribution fee of $4 for each security. 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)See “Use of proceeds and hedging” on page 19.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.
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, index 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, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.
References to “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, 2020 Index Supplement dated November 16, 2020 Prospectus dated November 16, 2020