Buffered Jump Securities with Auto-Callable Feature due June 3, 2027
All Payments on the Securities Based on the Worst Performing of the Nasdaq-100 Index®, the S&P 500® Index and the Russell 2000® Index
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”), fully and unconditionally guaranteed by Morgan Stanley. The securities do not provide for the regular payment of interest, provide a minimum payment at maturity of only 20% of the stated principal amount and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The securities will be automatically redeemed if the index closing value of each of the Nasdaq-100 Index®, the S&P 500® Index and the Russell 2000® Index, which we refer to as the underlying indices, on any of the annual determination dates is greater than or equal to its respective initial index value, for an early redemption payment that will increase over the term of the securities, as described below. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final index value of each underlying index is greater than or equal to its respective initial index value, investors will receive a payment at maturity of $1,255 to $1,285 per $1,000 security (to be determined on the pricing date). If the securities have not previously been redeemed and the final index value of any underlying index is less than its respective initial index value but no underlying index has decreased by an amount greater than the specified buffer amount from its respective initial index value, investors will receive the stated principal amount of their investment. However, if the securities are not redeemed prior to maturity and the final index value of any underlying index is less than its respective initial index value by an amount greater than the specified buffer amount, investors will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the stated principal amount. Accordingly, investors may lose up to 80% of the stated principal amount of the securities. The securities are for investors who are willing to forego current income and participation in the appreciation of any underlying index in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if each underlying index closes at or above its respective initial index value on an annual determination date, or at or above its respective initial index value on the final determination date, and the buffer feature that applies to only a limited range of performance of the underlying indices. Because all payments on the securities are based on the worst performing of the underlying indices, a decline of more than 20% by any underlying index will result in a loss of your investment, even if the other underlying indices have appreciated or have not declined as much. Investors will not participate in any appreciation in any underlying index. 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 underlying reference asset or assets.
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SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlying indices:
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Nasdaq-100 Index® (the “NDX Index”), S&P 500® Index (the “SPX Index”) and Russell 2000® Index (the “RTY Index”)
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Aggregate principal amount:
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$
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Stated principal amount:
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$1,000 per security
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Issue price:
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$1,000 per security
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Pricing date:
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May 28, 2024
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Original issue date:
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May 31, 2024 (3 business days after the pricing date)
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Maturity date:
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June 3, 2027
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Early redemption:
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If, on any annual determination date, beginning on May 29, 2025, the index closing value of each underlying index is greater than or equal to its respective initial index value, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date.
The securities will not be redeemed early on any early redemption date if the index closing value of any underlying index is below its respective initial index value on the related determination date.
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Early redemption payment:
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The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 8.50% to 9.50% per annum, to be determined on the pricing date) for each annual determination date, as set forth under “Determination Dates, Early Redemption Dates and Early Redemption Payments” below.
No further payments will be made on the securities once they have been redeemed.
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Determination dates:
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Annually. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below.
The determination dates are subject to postponement for non-index business days and certain market disruption events.
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Early redemption dates:
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The third business day after the relevant determination date. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. If any such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustment will be made to the early redemption payment.
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Payment at maturity:
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If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:
●If the final index value of each underlying index is greater than or equal to its respective initial index value:
$1,255 to $1,285 (to be determined on the pricing date)
●If the final index value of any underlying index is less than its respective initial index value but no underlying index has decreased by an amount greater than the buffer amount of 20% from its respective initial index value:
$1,000
●If the final index value of any underlying index is less than 80% of its respective initial index value, meaning that any underlying index has decreased by an amount greater than the buffer amount of 20% from its respective initial index value:
$1,000 × (index performance factor of the worst performing underlying index + 20%)
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under no circumstances will the securities pay less than the minimum payment at maturity of $200 per security.
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Terms continued on the following page
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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Approximately $947.30 per security, or within $45.00 of that estimate. See “Investment Summary” beginning on page 3.
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Commissions and issue price:
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Price to public
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Agent’s commissions(1)
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Proceeds to us(2)
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Per security
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$1,000
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$
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$
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Total
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$
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$
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$
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(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $ for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
(2)See “Use of proceeds and hedging” on page 23.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.
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, 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 Terms of the Securities” and “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.
Product Supplement for Auto-Callable Securities dated November 16, 2023 Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024