Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2019 - 6:01AM
Edgar (US Regulatory)
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Morgan
Stanley
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Free
Writing Prospectus to Preliminary Terms No. 2,609
Registration
Statement Nos. 333-221595; 333-221595-01
Dated
September 30, 2019; Filed pursuant to Rule 433
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1.5-Year SPX Buffered Participation Securities
This document provides a summary of the terms of the Buffered
Securities. Investors must carefully review the accompanying preliminary terms referenced below, product supplement, index supplement
and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
1All
payments are subject to our credit risk
Hypothetical
Payout at Maturity1
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Change
in Underlying
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Return
on Buffered Securities
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+50%
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16.25%*
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+40%
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16.25%*
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+30%
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16.25%*
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+20%
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16.25%*
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+16.25%
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16.25%*
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+15%
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15%
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+10%
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10%
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+5%
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5%
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+1%
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1%
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0%
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0%
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-10%
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0%
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-11%
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-1%
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-20%
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-10%
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-30%
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-20%
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-40%
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-30%
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-50%
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-40%
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*Assumes
the midpoint of the maximum payment amount range
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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 Index
For more information about the underlying index, 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.
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Buffered Securities do not pay interest and
provide a minimum payment at maturity of only 10% of your principal.
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The appreciation potential of the Buffered
Securities is limited by the maximum payment at maturity.
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The market price of the Buffered Securities
will be influenced by many unpredictable factors.
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The Buffered Securities 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 Securities
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As a finance subsidiary, MSFL has no independent
operations and will have no independent assets.
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The estimated value of the Buffered Securities
is approximately $977.70 per Buffered Security, or within $15.00 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.
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The amount payable on the Buffered Securities
is not linked to the value of the underlying index at any time other than the valuation date.
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Investing in the Buffered Securities is not
equivalent to investing in the underlying index.
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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 Securities in the original issue price reduce the economic terms of the Buffered Securities, cause the estimated value
of the Buffered Securities to be less than the original issue price and will adversely affect secondary market prices.
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Adjustments to the underlying index could
adversely affect the value of the Buffered Securities.
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The Buffered Securities will not be listed
on any securities exchange and secondary trading may be limited.
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The calculation agent, which is a subsidiary
of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Buffered Securities.
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Hedging and trading activity by our affiliates
could potentially adversely affect the value of the Buffered Securities.
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The U.S. federal income tax consequences of
an investment in the Buffered Securities are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Buffered Securities– Tax considerations”
concerning the U.S. federal income tax consequences of an investment in the Buffered Securities, and you should consult your tax
adviser.
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