Trigger
PLUS Based on the Value of the
S&P 500®
Index due October 26,
2027
Fully and Unconditionally
Guaranteed by Morgan Stanley
Trigger Performance Leveraged
Upside SecuritiesSM
Principal at Risk
Securities
The Trigger PLUS are unsecured obligations
of Morgan Stanley Finance LLC (“MSFL”) and are fully and
unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will
pay no interest, do not guarantee any return of principal at
maturity and have the terms described in the accompanying product
supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. At maturity, if the
underlying index has
appreciated
in value, investors will receive the
stated principal amount of their investment plus leveraged upside
performance of the underlying index. If the underlying
index
depreciates
in value but the final index value is
greater than or equal to the trigger level, investors will receive
the stated principal amount of their investment. However, if the
underlying index has
depreciated
in value so that the final index value is
less than the trigger level, investors will lose a significant
portion or all of their investment, resulting in a 1% loss for
every 1% decline in the index value over the term of the Trigger
PLUS. Under these circumstances, the payment at maturity will be
less than 70% of the stated principal amount and could be zero.
Accordingly, you may lose your entire investment. These long-dated
Trigger PLUS are for investors who seek an equity index-based
return and who are willing to risk their principal and forgo
current income in exchange for the upside leverage feature and the
limited protection against loss but only if the final index value
is greater than or equal to the trigger level.
Investors may lose their
entire initial investment in the Trigger
PLUS. The Trigger PLUS 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 Trigger 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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October 26, 2027
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Underlying
index:
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S&P 500®
Index
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Aggregate principal
amount:
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$
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Payment at
maturity:
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If the final index value is
greater than
the initial index value: $1,000 +
leveraged upside payment
If the final index value is
less than or equal
to the initial index value but
is
greater than or equal
to the trigger level:
$1,000
If the final index value is
less than
the trigger level: $1,000 × index
performance factor
Under these circumstances, the
payment at maturity will be 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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Leveraged upside
payment:
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$1,000 × leverage factor × index percent
increase
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Leverage
factor:
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At least 118%. The actual leverage factor
will be determined on the pricing date.
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Index percent
increase:
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(final index value – initial index value)
/ initial index value
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Index performance
factor:
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final index value / initial index
value
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Initial index
value:
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, which is the index closing value on the
pricing date
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Final index
value:
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The index closing value on the valuation
date
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Trigger
level:
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, which is 70% of the initial index
value
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Valuation
date:
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October 21, 2027, subject to adjustment
for non-index business days and certain market disruption
events
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Stated principal
amount:
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$1,000 per Trigger PLUS
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Issue price:
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$1,000 per Trigger PLUS (see “Commissions
and issue price” below)
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Pricing
date:
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October 21, 2022
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Original issue
date:
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October 26, 2022 (3 business days after
the pricing date)
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CUSIP /
ISIN:
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61774HMU9 / US61774HMU94
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Listing:
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The Trigger
PLUS 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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Approximately $928.80 per Trigger PLUS, or
within $55.00 of that estimate. 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(1)
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Proceeds to
us(2)
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Per Trigger
PLUS
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$1,000
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$30
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$970
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Total
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$
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$
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$
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We are also offering, pursuant
to Preliminary Terms No. 6,539, 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 leverage
factor.
(1)Selected
dealers and their financial advisors will collectively receive from
the agent, Morgan Stanley & Co. LLC, a fixed sales commission
of $30 for each Trigger PLUS they sell. In addition, selected
dealers and their financial advisors will receive a structuring fee
of up to $7 for each Trigger PLUS. 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 15.
The Trigger PLUS involve risks
not associated with an investment in ordinary debt securities. See
“Risk Factors” beginning on page 7.
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 Trigger 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, index supplement and
prospectus, each of which can be accessed via the hyperlinks below.
Please also see “Additional Terms of the Trigger PLUS” and
“Additional Information About the Trigger PLUS” 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 PLUS
dated November 16, 2020 Index
Supplement dated November 16, 2020
Prospectus dated November
16, 2020