Kind 424B2 MORGAN STANLEY

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Callable Fastened Earnings Securities due September 28, 2023

Based mostly on the Worst Performing of the Russell 2000® Index, the NASDAQ-100 Index® and the S&P 500® Index

Totally and Unconditionally Assured by Morgan Stanley

Principal at Danger Securities

The securities supplied are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are absolutely and unconditionally assured by Morgan Stanley. The securities have the phrases described within the accompanying prospectus complement, index complement and prospectus, as supplemented or modified by this doc. The securities don’t assure the reimbursement of principal. As an alternative, the securities provide the chance for traders to earn a set month-to-month coupon at an annual fee of at the least 11.70% (to be decided on the pricing date). As well as, starting on March 28, 2023, we are going to redeem the securities on any quarterly redemption date for a redemption cost equal to the sum of the acknowledged principal quantity plus the associated month-to-month coupon, if and provided that the output of a danger impartial valuation mannequin on a enterprise day that’s at the least 2 however not more than 5 enterprise days previous to such redemption date, based mostly on the inputs indicated underneath “Name function” under, signifies that redeeming on such date is economically rational for us as in comparison with not redeeming on such date. An early redemption of the securities is not going to mechanically happen based mostly on the efficiency of the underlying indices. At maturity, if the securities haven’t beforehand been redeemed and if the ultimate index worth of every underlying index is higher than or equal to 70% of the respective preliminary index worth, which we discuss with because the draw back threshold degree, the cost at maturity shall be, along with the ultimate month-to-month coupon, the acknowledged principal quantity. If, nevertheless, the ultimate index worth of any underlying index is lower than its draw back threshold degree, the cost at maturity shall be, along with the ultimate month-to-month coupon, the acknowledged principal quantity multiplied by the index efficiency issue of the worst performing underlying index. On this state of affairs, traders shall be absolutely uncovered to the decline within the worst performing underlying index on a 1-to-1 foundation and can obtain a cost at maturity that’s lower than 70% of the acknowledged principal quantity of the securities and could possibly be zero. Accordingly, investors within the securities have to be keen to just accept the danger of shedding their total preliminary funding based mostly on the efficiency of any underlying index. As a result of the cost at maturity is predicated on the worst performing of the underlying indices, a decline past the respective draw back threshold degree of any underlying index will end in a major lack of your funding even when the opposite underlying indices have appreciated or haven’t declined as a lot. Traders is not going to take part in any appreciation in any of the underlying indices. The securities are for traders who’re keen to danger their principal based mostly on the worst performing of the underlying indices and who search a possibility to earn curiosity at a doubtlessly above-market fee in trade for the danger of an early redemption of the securities based mostly on the output of a danger impartial valuation mannequin. The securities are notes issued as a part of MSFL’s Sequence A World Medium-Time period Notes program.

All funds are topic to our credit score danger. If we default on our obligations, you can lose some or all your funding. These securities aren’t secured obligations and you’ll not have any safety curiosity in, or in any other case have any entry to, any underlying reference asset or property.

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

Russell 2000® Index (the “RTY Index”), NASDAQ-100 Index® (the “NDX Index”) and S&P 500® Index (the “SPX Index”)

Mixture principal quantity:

$

Acknowledged principal quantity:

$1,000 per safety

Challenge worth:

$1,000 per safety (see “Commissions and situation worth” under)

Pricing date:

September 23, 2022

Unique situation date:

September 28, 2022 (3 enterprise days after the pricing date)

Maturity date:

September 28, 2023

Name function:

Starting on March 28, 2023, an early redemption, in complete however not partially, will happen on a redemption date if and provided that the output of a danger impartial valuation mannequin on a enterprise day that’s at the least 2 however not more than 5 enterprise days previous to such redemption date, as chosen by the calculation agent (the “willpower date”), taking as enter: (i) prevailing reference market ranges, volatilities and correlations, as relevant and in every case as of the willpower date and (ii) Morgan Stanley’s credit score spreads as of the pricing date, signifies that redeeming on such date is economically rational for us as in comparison with not redeeming on such date. If we name the securities, we provides you with discover at the least 2 enterprise days earlier than the decision date specified within the discover. No additional funds shall be made on the securities as soon as they’ve been redeemed.

Month-to-month coupon:

Until the securities have been beforehand redeemed, a set coupon at an annual fee of at the least 11.70% (comparable to roughly $9.75 per thirty days per safety, to be decided on the pricing date) shall be paid on every coupon cost date.

Fee at maturity:

If the securities haven’t beforehand been redeemed previous to maturity, the cost at maturity shall be, along with the ultimate month-to-month coupon, as follows:

If the ultimate index worth of every underlying index is higher than or equal to its respective draw back threshold degree: the acknowledged principal quantity.

If the ultimate index worth of any underlying index is lower than its respective draw back threshold degree: (i) the acknowledged principal quantity multiplied by (ii) the index efficiency issue of the worst performing underlying index. Beneath these circumstances, the cost at maturity shall be lower than 70% of the acknowledged principal quantity of the securities and could possibly be zero.

 

Phrases continued on the next web page

Agent:

Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and an entirely owned subsidiary of Morgan Stanley. See “Supplemental data relating to plan of distribution; conflicts of curiosity.”

Estimated worth on the pricing date:

Roughly $981.80 per safety, or inside $25.00 of that estimate. See “Funding Overview” starting on web page 3.

Commissions and situation worth:

Value to public(1)

Agent’s commissions and costs(2)

Proceeds to us(3)

Per safety

$1,000

$

$

Whole

$

$

$

(1)The securities shall be offered solely to traders buying the securities in fee-based advisory accounts.

(2)MS & Co. expects to promote the entire securities that it purchases from us to an unaffiliated seller at a worth of $ per safety, for additional sale to sure fee-based advisory accounts on the worth to public of $1,000 per safety. MS & Co. is not going to obtain a gross sales fee with respect to the securities. See “Supplemental data relating to plan of distribution; conflicts of curiosity.” For extra data, see “Plan of Distribution (Conflicts of Curiosity)” within the accompanying prospectus complement.

(3)See “Use of proceeds and hedging” on web page 32.

The securities contain dangers not related to an funding in strange debt securities. See “Danger Elements” starting on web page 11.

The Securities and Alternate Fee and state securities regulators haven’t permitted or disapproved these securities, or decided if this doc or the accompanying prospectus complement, index complement and prospectus is truthful or full. Any illustration on the contrary is a legal offense.

The securities aren’t deposits or financial savings accounts and aren’t insured by the Federal Deposit Insurance coverage Company or some other governmental company or instrumentality, nor are they obligations of, or assured by, a financial institution.

You need to learn this doc along with the associated prospectus complement, index complement and prospectus, every of which could be accessed through the hyperlinks under. Please additionally see “Extra Phrases of the Securities” and “Extra Info In regards to the Securities” on the finish of this doc.

References to “we,” “us” and “our” discuss with Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, because the context requires.

Prospectus Complement dated November 16, 2020  Index Complement dated November 16, 2020 Prospectus dated November 16, 2020



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