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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 shares:
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NVIDIA Corporation common 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 (see “Commissions and issue price” below)
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Pricing date:
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May 24, 2024
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Original issue date:
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May 30, 2024 (3 business days after the pricing date)
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Maturity date:
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May 30, 2028
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Early redemption:
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If, on any of the first fifteen determination dates, the determination closing price of the underlying shares is greater than or equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed.
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Early redemption payment:
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The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent coupon with respect to the related determination date and any previously unpaid contingent coupons from prior determination dates.
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Determination closing price:
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The closing price of the underlying shares on any determination date other than the final determination date multiplied by the adjustment factor on such determination date
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Contingent coupon:
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●If the determination closing price on any determination date or the final share price, as applicable, is greater than or equal to the downside threshold level, we will pay a contingent coupon of $30.91 per period per security on the related contingent payment date plus any previously unpaid contingent coupons with respect to any prior determination dates.
●If the determination closing price on any determination date or the final share price, as applicable, is less than the downside threshold level, no contingent coupon will be paid with respect to that period.
If the contingent coupon is not paid on any contingent payment date (because the closing price on any determination date is less than the downside threshold level), such unpaid contingent coupon will be paid on a later contingent payment date but only if the determination closing price on such later determination date is greater than or equal to the downside threshold level; provided, however, in the case of any such payment of a previously unpaid contingent coupon, that no additional interest shall accrue or be payable in respect of such unpaid contingent coupon from and after the end of the original interest period for such unpaid contingent coupon. You will not receive such unpaid contingent coupons if the closing price is less than the downside threshold level on each subsequent determination date. If the closing price is less than the downside threshold level on each determination date, you will not receive any contingent coupons for the entire term of the securities.
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Determination dates:
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August 26, 2024, November 25, 2024, February 24, 2025, May 27, 2025, August 25, 2025, November 24, 2025, February 24, 2026, May 26, 2026, August 24, 2026, November 24, 2026, February 24, 2027, May 24, 2027, August 24, 2027, November 24, 2027, February 24, 2028 and May 24, 2028, subject to postponement for non-trading days and certain market disruption events. We also refer to May 24, 2028 as the final determination date.
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Early redemption dates:
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August 29, 2024, November 29, 2024, February 27, 2025, May 30, 2025, August 28, 2025, November 28, 2025, February 27, 2026, May 29, 2026, August 27, 2026, November 30, 2026, March 1, 2027, May 27, 2027, August 27, 2027, November 30, 2027 and February 29, 2028; provided that if any such day is not a business day, the related payment will be made on the next succeeding business day and no adjustment will be made to any payment made on that succeeding business day
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Contingent payment dates:
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August 29, 2024, November 29, 2024, February 27, 2025, May 30, 2025, August 28, 2025, November 28, 2025, February 27, 2026, May 29, 2026, August 27, 2026, November 30, 2026, March 1, 2027, May 27, 2027, August 27, 2027, November 30, 2027 and February 29, 2028. If any such day is not a business day, that contingent coupon, if payable, will be paid on the next succeeding business day and no adjustment will be made to any payment made on that succeeding business day. The payment of the contingent coupon, if any, with respect to the final determination date will be made on the maturity date.
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Payment at maturity:
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●If the final share price is greater than or equal to the downside threshold level:
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(i) the stated principal amount plus (ii) the contingent coupon with respect to the final determination date and any previously unpaid contingent coupons with respect to the prior determination dates
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●If the final share price is less than the downside threshold level:
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(i) the stated principal amount multiplied by (ii) the share performance factor. Under these circumstances, the payment at maturity will be less than the stated principal amount, and will represent a loss of more than 35%, and up to all, of your investment.
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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 shares
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Share performance factor:
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Final share price divided by the initial share price
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Downside threshold level:
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$ , which is equal to 65% of the initial share price
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Initial share price:
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$ , which is equal to the closing price of the underlying shares on the pricing date
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Final share price:
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The closing price of the underlying shares on the final determination date multiplied by the adjustment factor on such date
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CUSIP / ISIN:
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61776MAT2 / US61776MAT27
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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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Approximately $960.00 per security, or within $30.00 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(1)
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Agent’s commissions(1)(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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$25
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$975
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Total
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$
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$
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$
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