May
2024
Pricing
Supplement No. 2,125
Registration
Statement Nos. 333-275587; 333-275587-01
Dated
May 31, 2024
Filed
pursuant to Rule 424(b)(2)
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities
in U.S. Equities
Market
Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal
at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector
SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Fully and
Unconditionally Guaranteed by Morgan Stanley
| § | Linked
to the lowest performing of the Energy Select Sector SPDR® Fund, the Technology
Select Sector SPDR® Fund and the Health Care Select Sector SPDR®
Fund (each referred to as an “underlying” or a “Fund”) |
| § | The
securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and
are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities,
the securities do not guarantee the payment of interest, do not guarantee the repayment of
principal and are subject to potential automatic call prior to the maturity date upon the
terms described below. The securities have the terms described in the accompanying product
supplement for principal at risk securities, index supplement and prospectus, as supplemented
or modified by this document. |
| § | Contingent
Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier
of the maturity date or automatic call if, and only if, the closing price of the lowest performing
underlying on the calculation day for that quarter is greater than or equal to its coupon
threshold price. However, if the closing price of the lowest performing underlying on a calculation
day is less than its coupon threshold price, you will not receive any contingent coupon for
the relevant quarter. If the closing price of the lowest performing underlying is less than
its coupon threshold price on every calculation day, you will not receive any contingent
coupons throughout the entire term of the securities. The coupon threshold price for each
underlying is equal to 70% of its starting price. The contingent coupon rate is 10.50% per
annum. |
| § | Automatic
Call. Beginning after six months, the securities will be automatically called if the
closing price of each underlying on any of the calculation days (other than the final calculation
day) is greater than or equal to its respective starting price for a cash payment equal to
the face amount plus a final contingent coupon payment. No further payments will be
made on the securities once they have been called. |
| § | Potential
Loss of Principal. If the securities are not automatically called, you will receive the
face amount at maturity if, and only if, the closing price of each underlying on the final
calculation day is greater than or equal to its respective downside threshold price. If the
closing price of any underlying on the final calculation day is less than its respective
downside threshold price, investors will be fully exposed to the decline in the lowest performing
underlying on a 1-to-1 basis, and will receive a maturity payment amount that is less than
70% of the face amount of the securities and could be zero. |
| § | Accordingly,
investors in the securities must be willing to accept the risk of losing their entire initial
investment and also the risk of not receiving any contingent coupon payments throughout the
entire term of the securities. |
| § | Because
all payments on the securities are based on the lowest performing underlying, a decline beyond
the respective coupon threshold price or respective downside threshold price of any underlying
will result in no contingent coupon payments or a significant loss of your investment, as
applicable, even if the other underlyings have appreciated or have not declined as much.
|
| § | The
securities are for investors who are willing to risk their principal based on the lowest
performing of three underlyings and who seek an opportunity to earn interest at a potentially
above-market rate in exchange for the risk of receiving no contingent coupon payments over
the entire term of the securities. |
| § | Investors
will not participate in any appreciation of any underlying. |
| § | The
securities 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
securities are not secured obligations and you will not have any security interest in, or
otherwise have any access to, any securities included in any of the underlyings. |
The current estimated value of the securities
is $969.30 per security. The estimated value of the securities is determined using our own pricing and valuation models, market inputs
and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page
4.
The securities have complex features and investing
in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning
on page 12. All payments on the securities are subject to our credit risk.
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 for principal at risk securities, index supplement and prospectus, each of which can be accessed via the hyperlinks
below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to
the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12,
2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Information About the Securities”
at the end of this document.
As used in this document, “we,” “us”
and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Commissions
and offering price: |
Price
to public |
Agent’s
commissions(1)(2) |
Proceeds
to us(3) |
Per
security |
$1,000 |
$23.25 |
$976.75 |
Total |
$5,845,000 |
$135,896.25 |
$5,709,103.75 |
(1) | Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $23.25 for each security it sells.
Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $17.50 per security, and WFA may
receive a distribution expense fee of $0.75 for each security sold by WFA. See “Supplemental information concerning plan of distribution;
conflicts of interest.” |
(2) | In respect of certain securities sold in this offering, we may pay a fee
of up to $1.50 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution
of the securities to other securities dealers. |
(3) | See “Use of Proceeds and Hedging” in the accompanying product supplement. |
Prospectus dated April 12, 2024
Morgan Stanley |
Wells Fargo Securities |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Issuer: |
Morgan
Stanley Finance LLC |
Guarantor: |
Morgan
Stanley |
Maturity
date: |
May
27, 2027*, subject to postponement if the final calculation day is postponed |
Underlyings: |
Energy
Select Sector SPDR® Fund (the “XLE Shares”), Technology Select Sector SPDR® Fund (the “XLK
Shares”) and the Health Care Select Sector SPDR® Fund (the “XLV Shares”) |
Share
underlying indices: |
With
respect to the XLE Shares, the S&P® Energy Select Sector Index
With respect to the XLK Shares, the
S&P® Technology Select Sector Index
With respect to the XLV Shares, the
S&P® Health Care Select Sector Index |
Share
underlying index
publisher: |
With
respect to each of the underlyings, S&P® Dow Jones Indices LLC, or any successor thereof |
Contingent
coupon
payment: |
On each contingent
coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if,
and only if, the closing price of the lowest performing underlying on the related calculation day is greater than or equal to
its coupon threshold price. Each “contingent coupon payment”, if any, will be calculated per security as follows: ($1,000
× contingent coupon rate)/4. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded
upward.
If the closing
price of the lowest performing underlying on any calculation day is less than its coupon threshold price, you will not receive any contingent
coupon payment on the related contingent coupon payment date. If the closing price of the lowest performing underlying is less than its
coupon threshold price on all quarterly calculation days, you will not receive any contingent coupon payments over the term of the securities. |
Contingent
coupon payment
dates: |
Three
business days after the applicable calculation day; provided that the contingent coupon payment date for the final calculation day
is the maturity date.* |
Contingent
coupon rate: |
The
“contingent coupon rate” is 10.50% per annum. |
Automatic
call: |
The securities are not
subject to automatic call until approximately six months after the original issue date. Following this 6-month non-call period, if,
on any calculation day (other than the final calculation day), beginning in November 2024, the closing price of each underlying is
greater than or equal to its respective starting price, the securities will be automatically called for a cash payment per security
equal to the face amount plus a final contingent coupon payment on the related call settlement date.
The securities will
not be automatically called on any call settlement date if the closing price of any underlying is below its respective starting price
on the related calculation day.
Any positive
return on the securities will be limited to the contingent coupon payments, if any, even if the closing price of any underlying on the
applicable calculation day significantly exceeds its starting price. You will not participate in any appreciation of any underlying. |
Calculation
days: |
Quarterly,
on the 24th of each February, May, August and November, commencing in August 2024 and ending on the final calculation
day. We also refer to the May 2027 calculation day as the final calculation day.** |
Call
settlement date: |
Three
business days after the applicable calculation day.** |
Maturity payment amount: |
If the securities are
not automatically called, you will be entitled to receive on the maturity date a cash payment per security equal to the maturity
payment amount (in addition to the final contingent coupon payment, if payable). The “maturity payment amount” per security
will equal:
·
if the closing
price of each underlying on the final calculation day is greater than or equal to its respective downside threshold
price:
1,000; or
·
if
the closing price of any underlying on the final calculation day is less than its |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
|
respective
downside threshold price:
$1,000
× performance factor of the lowest performing underlying on the final calculation day
Under these circumstances, you will
lose more than 30%, and possibly all, of your investment. |
Lowest
performing
underlying: |
On any
calculation day, the underlying with the lowest performance factor on that calculation day |
Performance
factor: |
With respect
to each underlying, on any calculation day, the closing price on such calculation
day divided by the starting price |
Closing
price: |
The
“closing price” for one share of each Fund (or one unit of any other security for which a closing price must be determined)
on any trading day means the product of (i) the official closing price on such day published by the principal United States securities
exchange registered under the Securities Exchange Act of 1934, as amended, on which such Fund (or any such other security) is listed
or admitted to trading, and (ii) the adjustment factor applicable to such Fund on such trading day. |
Starting
price: |
With
respect to the Energy Select Sector SPDR® Fund: $93.20, its closing price on the pricing date.
With
respect to the Technology Select Sector SPDR® Fund: $210.16, its closing price on the pricing date.
With
respect to the Health Care Select Sector SPDR® Fund: $143.70, its closing price on the pricing date.
|
Ending
price: |
With
respect to each Fund, the respective closing price on the final calculation day. |
Coupon
threshold price: |
With respect to the Energy Select Sector
SPDR® Fund: $65.24, which is equal to 70% of its starting price.
With respect to the Technology Select
Sector SPDR® Fund: $147.112, which is equal to 70% of its starting price.
With respect to the Health Care Select
Sector SPDR® Fund: $100.59, which is equal to 70% of its starting price.
|
Downside
threshold price: |
With respect to the Energy Select Sector
SPDR® Fund: $65.24, which is equal to 70% of its starting price.
With respect to the Technology Select
Sector SPDR® Fund: $147.112, which is equal to 70% of its starting price.
With respect to the Health Care Select
Sector SPDR® Fund: $100.59, which is equal to 70% of its starting price
|
Face
amount: |
$1,000
per security. References in this document to a “security” are to a security with a face amount of $1,000. |
Pricing
date: |
May
31, 2024 |
Original
issue date: |
June
5, 2024 (3 business days after the pricing date) |
Adjustment
factor: |
The “adjustment
factor” means, with respect to each Fund, 1.0, subject to adjustment in the event of certain events affecting such Fund.
See “Additional Terms of the Securities—Anti-dilution Adjustments Relating to a Fund; Alternate Calculation” below. |
CUSIP
/ ISIN: |
61776L2Y2
/ US61776L2Y23 |
Listing: |
The securities
will not be listed on any securities exchange. |
Agents: |
Morgan
Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and Wells
Fargo Securities, LLC (“WFS”). See “Additional Information About the Securities—Supplemental information
regarding plan of distribution; conflicts of interest.” |
* Subject to postponement pursuant to “General Terms of the Securities—Payment
Dates” in the accompanying product supplement for principal at risk securities.
** Subject to postponement pursuant to “General Terms of the
Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day” in the accompanying product supplement
for principal at risk securities.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Estimated Value of the Securities |
The face amount of each security is $1,000. This price includes costs
associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value
of the securities on the pricing date is less than $1,000 per security. We estimate that the value of each security on the pricing date
is $969.30.
What goes into the estimated value on the pricing date?
In valuing the securities on the pricing date, we take into account
that the securities comprise both a debt component and a performance-based component linked to the underlyings. The estimated value of
the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments
based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related
to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.
What determines the economic terms of the securities?
In determining the economic terms of the securities, including the
contingent coupon rate, the coupon threshold prices and the downside threshold prices, we use an internal funding rate which is likely
to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging
costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be
more favorable to you.
What is the relationship between the estimated value on the pricing
date and the secondary market price of the securities?
The price at which MS & Co. purchases the securities in the secondary
market, absent changes in market conditions, including those related to the underlyings, may vary from, and be lower than, the estimated
value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer
spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following
the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions,
including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the
estimated value. We expect that those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the securities
and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
The Principal at Risk Securities Linked to the Lowest Performing of
the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select
Sector SPDR® Fund due May 27, 2027 (the “securities”) may be appropriate for investors who:
| § | Seek an investment with contingent coupon payments at a rate of 10.50% per
annum until the earlier of the maturity date or automatic call, if, and only if, the closing price of each underlying on the applicable
quarterly calculation day is greater than or equal to 70% of its starting price; |
| § | Understand that if the closing price of any underlying on the final calculation
day has declined by more than 30% from its starting price, they will be fully exposed to the decline in the lowest performing underlying
from its starting price and will lose more than 30%, and possibly all, of the face amount of their securities at maturity; |
| § | Are willing to accept the risk that they may receive few or no contingent
coupon payments over the term of the securities; |
| § | Understand that the securities may be automatically called prior to the maturity
date and that the term of the securities may be as short as approximately six months; |
| § | Understand that the return on the securities will depend solely on the performance
of the underlying that is the lowest performing underlying on each calculation day and that they will not benefit in any way from the
performance of the better performing underlyings; |
| § | Understand that the securities are riskier than alternative investments linked
to only one of the underlyings or linked to a basket composed of each underlying; |
| § | Understand and are willing to accept the full downside risks of each underlying;
|
| § | Are willing to forgo participation in any appreciation of any underlying,
fixed interest payments on the securities and dividends on the underlyings; and |
| § | Are willing to hold the securities until maturity. |
The securities are not designed for, and may not be an appropriate
investment for, investors who:
| § | Seek a liquid investment or are unable or unwilling to hold the securities
to maturity; |
| § | Require full payment of the face amount of the securities at maturity; |
| § | Seek a security with a fixed term; |
| § | Are unwilling to accept the risk that the closing price of any underlying
on the final calculation day may decline by more than 30% from its respective starting price to its closing price on the final calculation
day, in which case they will lose a significant portion or all of their investment; |
| § | Are unwilling to accept the risk of exposure to each of the underlyings; |
| § | Seek exposure to a basket composed of each underlying or a similar investment
in which the overall return is based on a blend of the performances of the underlyings, rather than solely on the lowest performing underlying; |
| § | Seek exposure to the upside performance of any or each underlying; |
| § | Are unwilling to accept our credit risk; or |
| § | Prefer the lower risk of fixed income investments with comparable maturities
issued by companies with comparable credit ratings. |
The considerations identified above are not
exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
“Risk Factors” herein and in the accompanying product supplement for risks related to an investment in the securities. For
more information about the underlyings, please see the sections titled “Energy Select Sector SPDR® Fund Overview”
“Technology Select Sector SPDR® Fund Overview” and “Health Care Select Sector SPDR® Fund
Overview” below.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Determining Payment on a Contingent Coupon Payment Date and on the Maturity Date |
If the securities have not been previously automatically
called, on each quarterly contingent coupon payment date, you will either receive a contingent coupon payment or you will not receive
a contingent coupon payment, depending on the closing price of the lowest performing underlying on the related quarterly calculation day.
Step 1: Determine which underlying is the
lowest performing underlying on the relevant determination. The lowest performing underlying on any calculation day is the underlying
with the lowest performance factor on that calculation day. The performance factor of an underlying on a calculation day is its closing
price on that calculation day as a percentage of its starting price (i.e., its closing price on that calculation day divided by
its starting price).
Step 2: Determine whether a contingent
coupon payment is paid on the applicable contingent coupon payment date based on the closing price of the lowest performing underlying
on the relevant calculation day, as follows:
![](https://www.sec.gov/Archives/edgar/data/1666268/000095010324007729/image_001.jpg)
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
On the maturity date, if the securities have not
been automatically called prior to the maturity date, you will receive (in addition to the final contingent coupon payment, if any) a
cash payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine which underlying is the
lowest performing underlying on the final calculation day. The lowest performing underlying on the final calculation day is the underlying
with the lowest performance factor on the final calculation day. The performance factor of an underlying on the final calculation day
is its closing price as a percentage of its starting price (i.e., its closing price on the final calculation day divided by its
starting price).
Step 2: Calculate the maturity payment
amount based on the closing price of the lowest performing underlying on the final calculation day, as follows:
![](https://www.sec.gov/Archives/edgar/data/1666268/000095010324007729/image_002.jpg)
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Hypothetical Payout Profile |
The hypothetical payout profile below illustrates the maturity payment amount
on the securities for a range of hypothetical performances of the lowest performing underlying from its respective starting price to its
respective closing price on the final calculation day. The hypothetical payout profile excludes any hypothetical contingent coupon payments.
![](https://www.sec.gov/Archives/edgar/data/1666268/000095010324007729/image_003.jpg)
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Scenario Analysis and Examples of Hypothetical Payments on the Securities |
The following hypothetical examples
illustrate how to determine whether a contingent coupon payment is paid with respect to a calculation day and how to calculate the payment
at maturity, if any, if the securities have not been automatically called. The following examples are for illustrative purposes only.
Whether you receive a contingent coupon payment will be determined by reference to the closing price of each underlying on each calculation
day, and the amount you will receive at maturity, if any, will be determined by reference to the closing price of each underlying on the
final calculation day. The actual starting price, coupon threshold price and downside threshold price for each underlying and the actual
contingent coupon rate are set forth under “Final Terms” above. All payments on the securities, if any, are subject to our
credit risk. The numbers in the hypothetical examples below may have been rounded for the ease of analysis. The below examples are based
on the following terms*:
Contingent coupon payment: |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the closing price of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold price. If payable, the contingent coupon payment will be an amount in cash per face amount corresponding to a return of 10.50% per annum for each interest payment period for each applicable calculation day. These hypothetical examples reflect the contingent quarterly coupon rate of 10.50% (corresponding to $26.25 per quarter per security**). |
|
|
Hypothetical starting price: |
With respect to the XLE Shares: $100 |
|
With respect to the XLK Shares: $100 |
|
With respect to the XLV Shares: $100 |
|
|
Hypothetical coupon threshold price: |
With respect to the XLE Shares: $70, which is 70% of its hypothetical starting price |
|
With respect to the XLK Shares: $70, which is 70% of its hypothetical starting price |
|
With respect to the XLV Shares: $70, which is 70% of its hypothetical starting price |
|
|
Hypothetical downside threshold price: |
With respect to the XLE Shares: $70, which is 70% of its hypothetical starting price |
|
With respect to the XLK Shares: $70, which is 70% of its hypothetical starting price |
|
With respect to the XLV Shares: $70, which is 70% of its hypothetical starting price |
* The hypothetical starting
price of $100 for the underlyings has been chosen for illustrative purposes only and does not represent the actual starting price of any
underlying. The actual starting prices, coupon threshold prices and downside threshold prices are set forth on the cover of this pricing
supplement. For historical data regarding the actual closing prices of the underlyings, see the historical information set forth herein.
**The actual contingent coupon payment
will be an amount determined by the calculation agent. The hypothetical contingent quarterly coupon of $26.25 is used in these examples
for ease of analysis.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
How to determine whether a contingent coupon payment
is payable with respect to a calculation day:
Date |
XLE Shares Closing
Price |
XLK Shares Closing
Price |
XLV Shares Closing
Price |
Contingent Coupon
Payment (per Security) |
|
|
|
|
|
Hypothetical
Calculation Day 1 |
$125 (at or above the
coupon threshold price) |
$130 (at or above
the coupon threshold
price) |
$135 (at or above
the coupon threshold
price) |
$26.25 |
|
|
|
|
|
Hypothetical
Calculation Day 2 |
$50 (below the coupon
threshold price) |
$95 (at or above the
coupon threshold
price) |
$120 (at or above
the coupon threshold
price) |
$0 |
|
|
|
|
|
Hypothetical
Calculation Day 3 |
$50 (below the coupon
threshold price) |
$65 (below the
coupon threshold
price) |
$110 (at or above
the coupon threshold
price) |
$0 |
|
|
|
|
|
Hypothetical
Calculation Day 4 |
$55 (below the coupon
threshold price) |
$60 (below the
coupon threshold
price) |
$65 (below the coupon threshold
price) |
$0 |
|
|
|
|
|
On hypothetical calculation day 1, the closing price of each underlying is
at or above the respective coupon threshold price. Therefore, a contingent coupon payment of $26.25 is paid on the relevant contingent
coupon payment date.
On each of hypothetical calculation days 2 and 3, at least one underlying closes
at or above its respective coupon threshold price, but one or both of the other underlyings close below their respective coupon threshold
prices. Therefore, no contingent coupon payment is paid on the relevant contingent coupon payment date.
On hypothetical calculation day 4, each underlying closes below its respective
coupon threshold price, and, accordingly no contingent quarterly coupon is paid on the relevant coupon payment date.
If the closing price of any underlying is less than its respective coupon
threshold price on each calculation day, you will not receive any contingent coupon payments for the entire term of the securities.
How to calculate the payment investors will receive at maturity (if the
securities have not been automatically redeemed):
Starting after six months, if the closing price of each underlying is greater
than or equal to its starting price on any calculation day, the securities will be automatically called for a cash payment per security
equal to the face amount plus a final contingent coupon payment.
The examples below illustrate how to calculate the payment at maturity if the
securities have not been automatically redeemed prior to maturity
|
XLE Shares Closing
Price on Final
Calculation Day |
XLK Shares Closing Price
on Final Calculation Day |
XLV Shares Closing
Price on Final
Calculation Day |
Maturity Payment
Amount (per
Security) |
|
|
|
|
|
Example 1: |
$130 (at or above its
downside threshold price
and coupon threshold
price) |
$140 (at or above its
downside threshold price
and coupon threshold
price) |
$142 (at or above its
downside threshold price
and coupon threshold
price) |
$1,026.25 (the face
amount plus the final
contingent coupon
payment) |
|
|
|
|
|
Example 2: |
$115 (at or above its
downside threshold
price) |
$40 (below its downside
threshold price) |
$120 (at or above its
downside threshold
price) |
$1,000 × ($40 /$100)
= $400 |
|
|
|
|
|
Example 3: |
$20 (below its downside
threshold price) |
$80 (at or above its
downside threshold price) |
$120 (at or above its
downside threshold
price) |
$1,000 × ($20 /
$100) = $200 |
|
|
|
|
|
Example 4: |
$60 (below its downside
threshold price) |
$50 (below its downside
threshold price) |
$20 (below its downside
threshold price) |
$1,000 × ($20 /
$100) = $200 |
|
|
|
|
|
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
In example 1, the closing price of each underlying on the final calculation
day is at or above its respective downside threshold price and coupon threshold price. Therefore, investors receive at maturity a cash
payment per security equal to the face amount of the securities, in addition to the final contingent coupon payment. Investors do not
participate in any appreciation in any underlying.
In example 2, the closing prices of two of the underlyings on the final calculation
day are at or above their downside threshold prices, but the closing price of the other underlying on the final calculation day is below
its respective downside threshold price. Therefore, investors are exposed to the downside performance of the lowest performing underlying
at maturity. Therefore, investors receive at maturity an amount equal to the face amount times the performance factor of the XLK Shares,
which represent the lowest performing underlying in this example.
In example 3, the closing prices of two of the underlyings on the final calculation
day are at or above their downside threshold prices and the closing price of the other underlying on the final calculation day is below
its respective downside threshold price. Therefore, investors are exposed to the downside performance of the lowest performing underlying
at maturity. Therefore, investors receive at maturity an amount equal to the face amount times the performance factor of the XLE Shares,
which represent the lowest performing underlying in this example.
In example 4, the closing price of each underlying on the final calculation
day is below its respective downside threshold price, and investors receive at maturity an amount equal to the face amount times the
performance factor of the lowest performing underlying. Therefore, investors receive at maturity an amount equal to the face amount times
the performance factor of the XLV Shares, which represent the lowest performing underlying in this example.
If the closing price of any underlying on the final calculation day is below
its respective downside threshold price, you will be exposed to the downside performance of the lowest performing underlying at maturity,
and your maturity payment amount will be less than 70% of the face amount per security and could be zero.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
This section describes the material risks relating to the securities.
For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product
supplement for principal at risk securities, index supplement and prospectus. We also urge you to consult your investment, legal, tax,
accounting and other advisers in connection with your investment in the securities.
Risks Relating to an Investment in the Securities
| § | The securities do not guarantee the return of the face amount of your securities
at maturity. The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the return of
the face amount of your securities at maturity. If the securities have not been automatically called and if the closing price of any
underlying on the final calculation day is less than its respective downside threshold price of 70% of its starting price, you will
be exposed to the decline in the value of the lowest performing underlying, as compared to its starting price, on a 1-to-1 basis, and
you will receive for each security that you hold at maturity an amount equal to the face amount times the performance factor of
the lowest performing underlying. In this case, you will lose more than 30%, and possibly all, of the face amount of your securities at
maturity. |
| § | The securities do not provide for the regular payment of interest. The terms
of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead,
the securities will pay a contingent coupon payment but only if the closing price of each underlying is at or above its respective
coupon threshold price on the related calculation day. If the closing price of any underlying is lower than its coupon threshold
price on the relevant calculation day for any interest period, we will pay no contingent coupon payment on the applicable contingent coupon
payment date. It is possible that the closing price of any underlying will be less than its respective coupon threshold price for extended
periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupon payments. If
you do not earn sufficient contingent coupon payments over the term of the securities, the overall return on the securities may be less
than the amount that would be paid on a conventional debt security of ours of comparable maturity. |
| § | The contingent coupon payment, if any, is based on the value of each underlying
on only the related quarterly calculation day at the end of the related interest period. Whether the contingent coupon payment will
be paid on any contingent coupon payment date will be determined at the end of the relevant interest period based on the closing price
of each underlying on the relevant quarterly calculation day. As a result, you will not know whether you will receive the contingent coupon
payments on any contingent coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon
payment is based solely on the value of each underlying on the quarterly calculation days, if the closing price of any underlying on any
calculation day date is below the coupon threshold price for such underlying, you will not receive the contingent coupon payment for the
related interest period, even if the price of such underlying was at or above its respective coupon threshold price on other days during
that interest period, and even if the closing prices(s) of one or both of the other underlyings are at or above their respective coupon
threshold price(s). |
| § | Investors will not participate in any appreciation in
any underlying. Investors will not participate in any appreciation in any underlying from the starting price for such underlying,
and the return on the securities will be limited to the contingent coupon payments, if any, that are paid with respect to each calculation
day on which the closing price of each underlying is greater than or equal to its respective coupon threshold price, if any. |
| § | The
market price will be influenced by many unpredictable factors. Several factors, many
of which are beyond our control, will influence the value of the securities in the secondary
market and the price at which MS & Co. may be willing to purchase or sell the securities
in the secondary market. We expect that generally the level of interest rates available in
the market and the value of each underlying on any day, including in relation to its respective
starting price, coupon threshold price and downside threshold price, will affect the value
of the securities more than any other factors. Other factors that may influence the value
of the securities include: |
| o | the trading price and volatility (frequency and magnitude of changes in value) of
the underlyings, |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
| o | whether the closing price of any underlying has been below its respective coupon
threshold price on any calculation day, |
| o | geopolitical conditions and economic, financial, political, regulatory or judicial
events that affect the underlyings or securities markets generally and which may affect the price of each underlying, |
| o | dividend
rates on the underlyings or stocks composing the underlyings, |
| o | the time remaining until the securities mature, |
| o | interest and yield rates in the market, |
| o | the availability of comparable instruments, |
| o | the occurrence of certain events affecting the underlyings that may or may not require
an adjustment to an adjustment factor, and |
| o | any actual or anticipated changes in our credit ratings or credit spreads. |
Generally, the longer the time remaining
to maturity, the more the market price of the securities will be affected by the other factors described above. Some or all of these
factors will influence the price that you will receive if you sell your securities prior to maturity. In particular, if any underlying
has closed near or below its coupon threshold price, and especially if any underlying has closed near or below its downside threshold
price, the market value of the securities is expected to decrease substantially, and you may have to sell your securities at a substantial
discount from the face amount of your securities.
You
cannot predict the future performance of any underlying based on its historical performance. The price of any underlying may decrease
and be below the respective coupon threshold price for such underlying on each calculation day so that you will receive no return on
your investment, and any or all of the underlyings may close below the respective downside threshold price(s) on the final calculation
day so that you will lose a significant portion or all of your initial investment in the securities. There can be no assurance that the
closing price of each underlying will be at or above the respective coupon threshold price on any calculation day so that you will receive
a coupon payment on the securities for the applicable interest period, or that it will be at or above its respective downside threshold
price on the final calculation day so that you do not suffer a significant loss on your initial investment in the securities. See “Energy
Select Sector SPDR® Fund Overview” “Technology Select Sector SPDR® Fund Overview” and
“Health Care Select Sector SPDR® Fund Overview” below.
| § | The 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 securities. You are dependent on our ability
to pay all amounts due on the securities upon an automatic call, on any contingent coupon payment date or at maturity, and therefore you
are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and
you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes
in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit
spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities. |
| § | As a finance subsidiary, MSFL has no independent operations and will have
no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its
securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect
of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those
available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated
obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee.
Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and
should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders
of Morgan Stanley-issued securities. |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
| § | Investing in the securities is not equivalent to investing in the underlyings
or the stocks composing the share underlying indices. Investing in the securities is not equivalent to investing in the underlyings,
the share underlying indices or stocks that constitute the share underlying indices. Investors in the securities will not participate
in any positive performance of any underlying, and will not have voting rights or rights to receive dividends or other distributions or
any other rights with respect to the stocks that constitute any underlying. |
| § | Reinvestment
risk. The term of your investment in the securities may be shortened due to the automatic
call feature of the securities. If the securities are called prior to maturity, you will
receive no further payments on the securities and may be forced to invest in a lower interest
rate environment and may not be able to reinvest at comparable terms or returns. However,
under no circumstances will the securities be called within the first six months of the term
of the securities. |
| § | 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 securities in the face amount reduce the
economic terms of the securities, cause the estimated value of the securities to be less than the face amount and will adversely affect
secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers,
including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower
than the face amount, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are
included in the face amount and borne by you and because the secondary market prices will reflect our secondary market credit spreads
and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors. |
The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the face amount and the lower rate we are willing to pay as issuer make the economic
terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following
the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions,
including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the
estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.
| § | The estimated value of the securities 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.
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions
about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities,
our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market,
if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum
price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at
any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted
with accuracy, including our creditworthiness and changes in market conditions. See also “The market price will be influenced by
many unpredictable factors” above. |
| § | The securities will not be listed on any securities exchange and secondary
trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the securities. MS & Co. and WFS may, but are not obligated to, make a market in the securities and, if either of them
once chooses to make a market, may cease doing so at any time. When they do make a market, they will generally do so for transactions
of routine secondary market size at prices based on their respective estimates of the current value of the securities, taking into account
their respective bid/offer spreads, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that they will be able to resell the securities. Even
if there is a secondary market, it may not provide enough |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
liquidity to allow you to trade or sell
the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price
at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. or WFS is willing to
transact. If, at any time, MS & Co. and WFS were to cease making a market in the securities, it is likely that there would be no secondary
market for the securities. Accordingly, you should be willing to hold your securities to maturity.
| § | The calculation agent, which is a subsidiary of Morgan Stanley and an
affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the
starting prices, the coupon threshold prices and the downside threshold prices and will calculate the amount of cash you receive at maturity,
if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion
and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection
of a successor index or calculation of a closing price in the event of a market disruption event or certain adjustments to an adjustment
factor. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information
regarding these types of determinations, see “General Terms of the Securities—Market Disruption Events,” “—Anti-dilution
Adjustments Relating to a Fund; Alternate Calculation,” “General Terms of the Securities—Consequences of a Market Disruption
Event; Postponement of a Calculation Day,” “—Payment Dates, “—Calculations and Calculation Agent”
and “—Alternate Exchange Calculation in Case of an Event of Default” in the accompanying product supplement for principal
at risk securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date. |
| § | Hedging and trading activity by our affiliates could potentially adversely
affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities
related to the securities (and possibly to other instruments linked to the underlyings or the share underlying indices), including trading
in the underlyings and in other instruments related to the underlyings or share underlying indices. As a result, these entities may be
unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the final calculation day approaches. Some of our affiliates also trade the underlyings or the stocks
that constitute the share underlying indices and other financial instruments related to the share underlying indices and other financial
instruments related to the underlyings on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging
or trading activities on or prior to the pricing date could potentially affect the starting price of an underlying, and, therefore, could
increase (i) the price at or above which such underlying must close on the calculation days so that the securities are called for a cash
payment equal to the face amount plus a final contingent coupon payment (depending also on the performance of the other underlyings),
(ii) the price at or above which such underlying must close on each calculation day in order for you to earn a contingent coupon payment
(depending also on the performance of the other underlyings) and (iii) the price at or above which such underlying must close on the final
calculation day so that you are not exposed to the negative performance of the lowest performing underlying at maturity (depending also
on the performance of the other underlyings). Additionally, such hedging or trading activities during the term of the securities could
potentially affect the value of any underlying on the calculation days, and, accordingly, whether we call the securities prior to maturity,
whether we pay a contingent coupon payment on the securities and the amount of cash you will receive at maturity, if any. |
| § | The maturity date may be postponed if the final calculation day is postponed.
If the scheduled final calculation day is not a trading day or if a market disruption event occurs on that day so that the final calculation
day is postponed and falls less than two business days prior to the maturity date, the maturity date of the securities will be postponed
to the second business day following that final calculation day as postponed. |
| § | Potentially inconsistent research, opinions or recommendations by Morgan
Stanley, MSFL, WFS or our or their respective affiliates. Morgan Stanley, MSFL, WFS and our or their respective affiliates may publish
research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions
or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations
expressed by Morgan Stanley, MSFL, WFS or our or their respective affiliates may not be consistent with each other and may be modified
from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities
and the underlyings to which the securities are linked. |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
| § | The
U.S. federal income tax consequences of an investment in the securities are uncertain. There
is no direct legal authority as to the proper treatment of the securities for U.S. federal
income tax purposes, and, therefore, significant aspects of the tax treatment of the securities
are uncertain. |
Please read the discussion under “Additional
Information About the Securities—Tax considerations” in this document concerning the U.S. federal income tax consequences
of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract
that provides for a coupon that will be treated as gross income to you at the time received or accrued, in accordance with your regular
method of tax accounting. Under this treatment, the ordinary income treatment of the coupon payments, in conjunction with the capital
loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences
to holders of the securities because the deductibility of capital losses is subject to limitations. We do not plan to request a ruling
from the Internal Revenue Service (the “IRS”) regarding the tax treatment of the securities, and the IRS or a court may not
agree with the tax treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the
timing and character of income or loss on the securities might differ significantly from the tax treatment described herein. For example,
under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders (as
defined below) would be required to accrue into income original issue discount on the securities every year at a “comparable yield”
determined at the time of issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent
payments on the securities) and recognize all income and gain in respect of the securities as ordinary income. The risk that financial
instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized
as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.
Non-U.S. Holders (as defined below) should
note that we currently intend to withhold on any coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate specified
by an applicable income tax treaty under an “other income” or similar provision, and will not be required to pay any additional
amounts with respect to amounts withheld.
In 2007, the U.S. Treasury Department
and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts described
in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. The notice focuses on
a number of issues, the most relevant of which for holders of the securities are the character and timing of income or loss and the degree,
if any, to which income realized by non-U.S. investors should be subject to withholding tax. Both U.S. and Non-U.S. Holders should consult
their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative
treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.
Risks Relating to the Underlyings
| § | You
are exposed to the price risk of each underlying. Your return on the securities is not
linked to a basket consisting of each underlying. Rather, it will be contingent upon the
independent performance of each underlying. Unlike an instrument with a return linked to
a basket of underlying assets, in which risk is mitigated and diversified among all the components
of the basket, you will be exposed to the risks related to each underlying. Poor performance
by any underlying over the term of the securities may negatively affect your return
and will not be offset or mitigated by any positive performance by the other underlyings.
To receive any contingent coupon payments, each underlying must close at or
above its respective coupon threshold price on the applicable calculation day. In addition,
if the securities have not been called and any underlying has declined to below its
respective downside threshold price as of the final calculation day, you will be fully
exposed to the decline in the lowest performing underlying over the term of the securities
on a 1-to-1 basis, even if the other underlyings have appreciated or have not declined as
much. Under this scenario, the value of any such maturity payment amount will be less than
70% of the face amount of your securities and could be zero. Accordingly, your investment
is subject to the price risk of each underlying. |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
| § | Because
the securities are linked to the performance of the lowest performing underlying, you are exposed to greater risks of receiving no contingent
coupon payments and sustaining a significant loss on your investment than if the securities were linked to just one underlying. The
risk that you will not receive any contingent coupon payments, or that you will suffer a significant loss on your investment, is greater
if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying.
With three underlyings, it is more likely that any underlying will close below its coupon threshold price on any calculation day, and
below its downside threshold price on the final calculation day, than if the securities were linked to only one underlying. Therefore,
it is more likely that you will not receive any contingent coupon payments and that you will suffer a significant loss on your investment.
In addition, because each underlying must close above its starting price on a quarterly calculation day in order for the securities to
be called prior to maturity, the securities are less likely to be called on any call settlement date than if the securities were linked
to just one underlying. |
| § | Investing in the securities exposes investors to risks associated with investments
with a concentration in the energy sector. The stocks included in the Energy Select Sector Index and that are generally tracked by
the XLE Shares are stocks of companies whose primary business is directly associated with the energy sector, including the following sub-sectors:
(i) oil, gas and consumable fuels and (ii) energy equipment and services. Because the value of the securities is linked to the performance
of the XLE Shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration
in the energy sector. |
Energy companies develop and produce crude oil
and natural gas and/or provide drilling and other energy resources production and distribution related services. Stock prices for these
types of companies are mainly affected by the business, financial and operating condition of the particular company, as well as changes
in prices for oil, gas and other types of fuels, which in turn largely depend on supply and demand for various energy products and services.
Some of the factors that may influence supply and demand for energy products and services include: general economic conditions and growth
rates, weather conditions, the cost of exploring for, producing and delivering oil and gas, technological advances affecting energy efficiency
and energy consumption, the ability of the Organization of the Petroleum Exporting Countries (OPEC) to set and maintain production levels
of oil, currency fluctuations, inflation, natural disasters, civil unrest, acts of sabotage or terrorism and other regional or global
events. The profitability of energy companies may also be adversely affected by existing and future laws, regulations, government actions
and other legal requirements relating to protection of the environment, health and safety matters and others that may increase the costs
of conducting their business or may reduce or delay available business opportunities. Increased supply or weak demand for energy products
and services, as well as various developments leading to higher costs of doing business or missed business opportunities, would adversely
impact the performance of companies in the energy sector. The value of the securities may be subject to greater volatility and be more
adversely affected by a single economic, political or regulatory occurrence affecting the energy sector or one of the sub-sectors of the
energy sector than a different investment linked to securities of a more broadly diversified group of issuers.
| § | Investing
in the securities exposes investors to risks associated with investments with a concentration
in the technology sector. The stocks included in the Technology Select Sector Index and
that are generally tracked by the Technology Select Sector SPDR® Fund are
stocks of companies whose primary business is directly associated with the technology sector,
including the following sub-sectors: computers and peripherals, software, diversified telecommunication
services, communications equipment, semiconductors and semiconductor equipment, internet
software and services, IT services, electronic equipment, instruments and components, wireless
telecommunication services and office electronics. Because the value of the securities is
linked to the performance of the XLK Shares, an investment in the securities exposes investors
to risks associated with investments in securities with a concentration in the technology
sector. |
| § | Investing
in the securities exposes investors to risks associated with investments in securities with
a concentration in the health care sector. The
stocks included in the Health Care Select Sector Index and that are generally tracked by
the XLV Shares are stocks of companies whose primary business is directly associated with
the health care sector. Because the value of the securities is linked to the performance
of the XLV Shares, an investment in the securities exposes investors to risks associated
with investments in securities with a concentration in the health care sector. |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Companies in the health care sector are
subject to extensive government regulation and their profitability can be significantly affected by restrictions on government reimbursement
for medical expenses, rising costs of medical products and services, pricing pressure (including price discounting), limited product
lines and an increased emphasis on the delivery of health care through outpatient services. Companies in the health care sector are heavily
dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely
affect the profitability of these companies. Health care companies are also subject to extensive litigation based on product liability
and similar claims. In addition, their products can become obsolete due to industry innovation, changes in technologies or other market
developments. Many new products in the health care sector require significant research and development and may be subject to regulatory
approvals, all of which may be time consuming and costly with no guarantee that any product will come to market. These factors could
affect the health care sector and could affect the value of the securities held by the Health Care Select Sector SPDR®
Fund and the value of the Health Care Select Sector SPDR® Fund during the term of the securities, which may adversely
affect the value of the securities.
| § | The performance and market price of the underlyings, particularly during periods
of market volatility, may not correlate with the performance of the share underlying indices, the performance of the component securities
of the share underlying indices or the net asset value per share of the underlyings. The underlyings do not fully replicate the share
underlying indices and may hold securities that are different than those included in the share underlying indices. In addition, the performance
of the underlyings will reflect additional transaction costs and fees that are not included in the calculation of the share underlying
indices. All of these factors may lead to a lack of correlation between the performance of the underlyings and the share underlying indices.
In addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities constituting the underlyings may
impact the variance between the performances of underlyings and the share underlying indices. Finally, because the shares of the underlyings
are traded on an exchange and are subject to market supply and investor demand, the market price of one share of the underlyings may differ
from the net asset value per share of the underlyings. In particular, during periods of market volatility, or unusual trading activity,
trading in the securities constituting the underlyings may be disrupted or limited, or such securities may be unavailable in the secondary
market. Under these circumstances, the liquidity of the underlying may be adversely affected, market participants may be unable to calculate
accurately the net asset value per share of the underlying, and their ability to create and redeem shares of the underlyings may be disrupted.
Under these circumstances, the market price of shares of the underlyings may vary substantially from the net asset value per share of
the underlyings or the level of the share underlying indices. |
| § | Adjustments to the underlying shares or the indices tracked by the underlying
shares could adversely affect the value of the securities. The investment advisor to each of the underlying shares (SSGA Funds Management,
Inc.) seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the relevant
share underlying indices. Pursuant to its investment strategy or otherwise, the investment advisor may add, delete or substitute the stocks
composing the respective underlying shares. Any of these actions could adversely affect the price of the respective underlying shares
and, consequently, the value of the securities. The publisher of the share underlying indices is responsible for calculating and maintaining
the share underlying indices. The publisher may add, delete or substitute the securities constituting the share underlying indices or
make other methodological changes that could change the value of the share underlying indices, and, consequently, the price of the underlying
shares and the value of the securities. The publisher of the share underlying indices may discontinue or suspend calculation or publication
of a share underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor
index that is comparable to the discontinued share underlying index and will be permitted to consider indices that are calculated and
published by the calculation agent or any of its affiliates. |
| § | Historical prices of the underlyings should not be taken as an indication
of the future performance of the underlyings during the term of the securities. No assurance can be given as to the price of the underlyings
at any time, including on the final calculation day, because historical prices of the underlyings do not provide an indication of future
performance of the underlyings. |
| § | The anti-dilution adjustments the calculation agent is required to make
do not cover every event that could affect the underlying shares. MS & Co., as calculation agent, will adjust the adjustment factors
for certain |
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
events affecting the underlying shares.
However, the calculation agent will not make an adjustment for every event that can affect the underlying shares. If an event occurs that
does not require the calculation agent to adjust an adjustment factor, the market price of the securities may be materially and adversely
affected.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Energy Select Sector SPDR® Fund Overview |
The Energy Select Sector SPDR® Fund is an exchange-traded fund
managed by Select Sector SPDR® Trust (the “Trust”), a registered investment company. The Trust consists of
numerous separate investment portfolios, including the Energy Select Sector SPDR® Fund. The Energy Select Sector SPDR®
Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Energy Select
Sector Index. It is possible that this fund may not fully replicate the performance of the Energy Select Sector Index due to the temporary
unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed
with the Securities and Exchange Commission (the “Commission”) by the Trust pursuant to the Securities Act of 1933 and the
Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57791 and 811-08837, respectively, through the
Commission’s website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither
the issuer nor the agent makes any representation that any such publicly available information regarding the Energy Select Sector SPDR®
Fund is accurate or complete.
The following graph
sets forth the daily closing prices of the XLE Shares for the period from January 1, 2019 through May 31, 2024. The closing price of the
XLE Shares on May 31, 2024 was $93.20. We obtained the information in the graph below from Bloomberg Financial Markets without
independent verification. The XLE Shares have at times experienced periods of high volatility. You should not take the historical prices
of the XLE Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XLE Shares
at any time, including on the calculation days.
Shares of the Energy Select
Sector SPDR® Fund – Daily Closing Prices
January 1, 2019 to May
31, 2024 |
![](https://www.sec.gov/Archives/edgar/data/1666268/000095010324007729/image_007.gif) |
This document relates only to the securities referenced hereby and does
not relate to the XLE Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available
documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation
of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that
such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore,
we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness
of the publicly available documents described above) that would affect the trading price of the XLE Shares (and therefore the price of
the XLE Shares at the time we priced the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure
of or failure to disclose material future events concerning the Trust could affect the value received with respect to the securities and
therefore the value of the securities.
Neither we nor any of our affiliates makes any representation to you as
to the performance of the XLE Shares.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
We and/or our affiliates may presently or from time to time engage in business
with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust,
and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates
may publish research reports with respect to the XLE Shares. The statements in the preceding two sentences are not intended to affect
the rights of investors in the securities under the securities laws. As a purchaser of the securities, you should undertake an independent
investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the
XLE Shares.
“Standard
& Poor’s®”, “S&P®”, “S&P 500®”, “SPDR®”,
“Select Sector SPDR®” and “Select Sector SPDRs” are trademarks of Standard & Poor’s Financial
Services LLC (“S&P®”),
an affiliate of S&P® Global
Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®,
S&P® Global
Inc. or the Trust. S&P®,
S&P® Global
Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability
of investing in the securities. S&P®,
S&P® Global
Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.
Energy Select Sector Index. The Energy Select Sector Index, which is
one of the Select Sector sub-indices of the S&P 500® Index, is intended to give investors an efficient, modified
market capitalization-based way to track the movements of certain public companies that represent the energy sector of the S&P 500® Index.
The Energy Select Sector Index includes component stocks in industries such as energy equipment and services; and oil, gas & consumable
fuels. For more information, see “S&P® Select Sector Indices—Energy Select Sector Index” in the accompanying
index supplement.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Technology Select Sector SPDR® Fund Overview |
The Technology Select Sector SPDR® Fund is an exchange-traded
fund managed by the Trust, a registered investment company. The Trust consists of numerous separate investment portfolios, including the
Technology Select Sector SPDR® Fund. The Technology Select Sector SPDR® Fund seeks investment results that
correspond generally to the price and yield performance, before fees and expenses, of the Technology Select Sector Index. It is possible
that this fund may not fully replicate the performance of the Technology Select Sector Index due to the temporary unavailability of certain
securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Commission by
the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file
numbers 333-57791 and 811-08837, respectively, through the Commission’s website at www.sec.gov. In addition, information may be
obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available
information regarding the Technology Select Sector SPDR® Fund is accurate or complete.
The following graph
sets forth the daily closing prices of the XLK Shares for the period from January 1, 2019 through May 31, 2024. The closing price of the
XLK Shares on May 31, 2024 was $210.16. We obtained the information in the graph below from Bloomberg Financial Markets without
independent verification. The XLK Shares have at times experienced periods of high volatility. You should not take the historical prices
of the XLK Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XLK Shares
at any time, including on the calculation days.
Shares of the Technology
Select Sector SPDR® Fund – Daily Closing Prices
January 1, 2019 to May
31, 2024 |
![](https://www.sec.gov/Archives/edgar/data/1666268/000095010324007729/image_008.gif) |
This document relates only to the securities referenced hereby and does
not relate to the XLK Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly
available documents described above. In connection with the offering of the securities, neither we nor the agent has participated
in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent
makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate
or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events
that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price
of the XLK Shares (and therefore the price of the XLK Shares at the time we priced the securities) have been publicly disclosed. Subsequent
disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the
value received with respect to the securities and therefore the value of the securities.
Neither we nor any of our affiliates makes any representation to you as
to the performance of the XLK Shares.
We and/or our affiliates may presently or from time to time engage in business
with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to
the Trust, and neither we nor any of our affiliates
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
undertakes to disclose any such information to you. In addition,
one or more of our affiliates may publish research reports with respect to the XLK Shares. The statements in the preceding
two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a purchaser
of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed
decision with respect to an investment linked to the XLK Shares.
“Standard
& Poor’s®”, “S&P®”, “S&P 500®”, “SPDR®”,
“Select Sector SPDR®” and “Select Sector SPDRs” are trademarks of Standard & Poor’s Financial
Services LLC (“S&P®”),
an affiliate of S&P® Global
Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®,
S&P® Global
Inc. or the Trust. S&P®,
S&P® Global
Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability
of investing in the securities. S&P®,
S&P® Global
Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.
Technology Select Sector Index. The
Technology Select Sector Index, which is one of the Select Sector sub-indices of the S&P 500® Index, is intended
to give investors an efficient, modified market capitalization-based way to track the movements of certain public companies that represent
the technology sector of the S&P 500® Index. The Technology Select Sector Index includes component stocks in industries
such as technology hardware, storage and peripherals; software; diversified telecommunication services; communications equipment; semiconductor
and semiconductor equipment; internet software and services; IT services; wireless telecommunication services; and electronic equipment
and instruments. For more information, see “S&P® Select Sector Indices—Technology Select Sector Index”
in the accompanying index supplement.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Health Care Select Sector SPDR® Fund Overview |
The Health Care Select Sector SPDR® Fund is an exchange-traded
fund managed by the Trust, a registered investment company. The Trust consists of numerous separate investment portfolios, including the
Health Care Select Sector SPDR® Fund. The Health Care Select Sector SPDR® Fund seeks investment
results that correspond generally to the price and yield performance, before fees and expenses, of the Health Care Select Sector Index.
It is possible that this fund may not fully replicate the performance of the Health Care Select Sector Index due to the temporary unavailability
of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Commission
by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file
numbers 333-57791 and 811-08837, respectively, through the Commission’s website at www.sec.gov. In addition, information may be
obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available
information regarding the Health Care Select Sector SPDR® Fund is accurate or complete.
The following graph
sets forth the daily closing prices of the XLV Shares for the period from January 1, 2019 through May 31, 2024. The closing price of the
XLV Shares on May 31, 2024 was $143.70. We obtained the information in the graph below from Bloomberg Financial Markets without
independent verification. The XLV Shares have at times experienced periods of high volatility. You should not take the historical prices
of the XLV Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XLV Shares
at any time, including on the calculation days.
Shares of the Health Care
Select Sector SPDR® Fund – Daily Closing Prices
January 1, 2019 to May
31, 2024 |
![](https://www.sec.gov/Archives/edgar/data/1666268/000095010324007729/image_009.gif) |
This document relates only to the securities referenced hereby and does
not relate to the XLV Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly
available documents described above. In connection with the offering of the securities, neither we nor the agent has participated
in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent
makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate
or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events
that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price
of the XLV Shares (and therefore the price of the XLV Shares at the time we priced the securities) have been publicly disclosed. Subsequent
disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the
value received with respect to the securities and therefore the value of the securities.
Neither we nor any of our affiliates makes any representation to you as
to the performance of the XLV Shares.
We and/or our affiliates may presently or from time to time engage in business
with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to
the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or
more of our affiliates may publish research reports with
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
respect to the XLV Shares. The statements in the preceding two sentences
are not intended to affect the rights of investors in the securities under the securities laws. As a purchaser of the securities,
you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect
to an investment linked to the XLV Shares.
“Standard
& Poor’s®”, “S&P®”, “S&P 500®”, “SPDR®”,
“Select Sector SPDR®” and “Select Sector SPDRs” are trademarks of Standard & Poor’s Financial
Services LLC (“S&P®”),
an affiliate of S&P® Global
Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®,
S&P® Global
Inc. or the Trust. S&P®,
S&P® Global
Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability
of investing in the securities. S&P®,
S&P® Global
Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.
Health Care Select Sector Index. The Health Care Select Sector Index,
which is one of the Select Sector sub-indices of the S&P 500® Index, is intended to give investors an efficient,
modified market capitalization-based way to track the movements of certain public companies that represent the health care sector of the
S&P 500® Index. The Health Care Select Sector Index includes component stocks in industries such as health care
equipment and supplies; health care providers and services; health care technology; biotechnology; pharmaceuticals; biotechnology; and
life sciences tools and services. For more information, see “S&P® Select Sector Indices—Health Care Select
Sector Index” in the accompanying index supplement.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Additional Information About the Securities |
Minimum ticketing size
$1,000 / 1 security
Tax considerations
Due to the absence of statutory, judicial or administrative authorities that
directly address the treatment of the securities or instruments that are similar to the securities for U.S. federal income tax purposes,
no assurance can be given that the IRS or a court will agree with the tax treatment described herein. We intend to treat a security for
U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you
at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk &
Wardwell LLP, this treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable
to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible.
Tax Consequences to U.S. Holders
Assuming the treatment of the securities as set forth above is respected and
subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for principal at risk
securities, the following U.S. federal income tax consequences should result.
Tax Basis. A U.S. Holder’s tax basis in the
securities should equal the amount paid by the U.S. Holder to acquire the securities.
Tax Treatment of Coupon Payments. Any coupon payment
on the securities should be taxable as ordinary income to a U.S. Holder at the time received or accrued, in accordance with the U.S. Holder’s
regular method of accounting for U.S. federal income tax purposes.
Sale, Exchange or Settlement of the Securities.
Upon a sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the
amount realized on the sale, exchange or settlement and the U.S. Holder’s tax basis in the securities sold, exchanged or settled.
For this purpose, the amount realized does not include any coupon paid at settlement and may not include sale proceeds attributable to
an accrued coupon, which may be treated in the same manner as a coupon payment. In general, any such gain or loss recognized should be
short-term capital gain or loss if the U.S. Holder has held the securities for one year or less at the time of the sale, exchange or settlement,
and should be long-term capital gain or loss otherwise. The ordinary income treatment of the coupon payments, in conjunction with the
capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences
to holders of the securities because the deductibility of capital losses is subject to limitations.
As discussed under “United States Federal Taxation—
Possible Alternative Tax Treatments of an Investment in the Securities” in the accompanying product supplement for principal at
risk securities, alternative U.S. federal income tax treatments of the securities are possible that, if applied, could materially and
adversely affect the timing and character of income, gain or loss with respect to the securities.
Tax Consequences to Non-U.S. Holders
Although significant aspects of the tax treatment of each security are uncertain,
we intend to withhold on any coupon paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an applicable
income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
securities must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption
or reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the securities, including the possibility of obtaining a refund of any withholding tax and the certification requirement described
above.
Section 871(m) Withholding Tax on Dividend Equivalents
As discussed in the accompanying product supplement for principal at risk securities,
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a
lower applicable treaty rate)
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders
with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an “Underlying
Security”). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic
performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified
Security”). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2025 that do
not have a delta of one with respect to any Underlying Security. Based on our determination that the securities do not have a delta of
one with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified Securities and,
therefore, should not be subject to Section 871(m).
Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter
into other transactions with respect to an Underlying Security. If Section 871(m) withholding is required, we will not be required to
pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential application
of Section 871(m) to the securities.
Both U.S. and non-U.S. investors considering an investment in the securities
should read the discussion under “Risk Factors” in this document and the discussion under “United States Federal Taxation”
in the accompanying product supplement for principal at risk securities and consult their tax advisers regarding all aspects of the U.S.
federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by
the 2007 notice described therein and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The discussion
in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United
States Federal Taxation” in the accompanying product supplement for principal at risk securities,
insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the
full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
Additional considerations
Client accounts over which Morgan Stanley, Morgan
Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities,
either directly or indirectly.
Supplemental information regarding plan of distribution;
conflicts of interest
MS & Co. and WFS will act as the agents for
this offering. WFS will receive a commission of up to $23.25 for each security it sells. WFS proposes to offer the securities in part
directly to the public at the price to public set forth on the cover page of this document and in part to Wells Fargo Advisors (“WFA”)
(the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors
Financial Network, LLC), an affiliate of WFS, or other securities dealers at such price less a selling concession of up to $17.50 per
security. In addition to the selling concession allowed to WFA, WFS may pay $0.75 per security of the commission to WFA as a distribution
expense fee for each security sold by WFA.
In addition, in respect of certain securities sold
in this offering, we may pay a fee of up to $1.50 per security to selected securities dealers in consideration for marketing and other
services in connection with the distribution of the securities to other securities dealers.
See "Plan of Distribution (Conflicts of Interest)"
in the accompanying product supplement for principal at risk securities for information about the distribution arrangements for the securities.
References therein to "agent" refer to each of MS & Co. and WFS, as agents for this offering, except that references to
"agent" in the context of offers to certain Morgan Stanley dealers and compliance with FINRA Rule 5121 do not apply to WFS.
MS & Co., WFS or their affiliates may enter into hedging transactions with us in connection with this offering.
MS & Co. is an affiliate of MSFL and a wholly
owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable,
hedging the securities.
MS & Co. will conduct this offering in compliance with the requirements
of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member
firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates
may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use
of Proceeds and Hedging” in the accompanying product supplement.
Morgan Stanley Finance LLC
Market Linked Securities — Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due May 27, 2027
Validity of the securities
In the opinion
of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement
have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying
prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the
related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided
that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under
the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities
and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the
letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on
Form S-3 filed by Morgan Stanley on February 26, 2024.
Where you can find more information
Morgan Stanley and MSFL have filed a registration
statement (including a prospectus, as supplemented by the product supplement for principal at risk securities and the index supplement)
with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus
in that registration statement, the product supplement for principal at risk securities, the index supplement and any other documents
relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL
and this offering. When you read the accompanying product supplement and index supplement, please note that all references in such supplements
to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April
12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR
on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will
arrange to send you the product supplement for principal at risk securities, index supplement and prospectus if you so request by calling
toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site
at www.sec.gov as follows:
Product Supplement for Principal at Risk Securities dated November 16, 2023
Index Supplement dated November 16, 2023
Prospectus dated April 12, 2024
Terms used but not defined in this document are
defined in the product supplement for principal at risk securities, in the index supplement or in the prospectus.
Exhibit
107
The
pricing supplement to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price
of the related offering is $5,845,000.
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