July 2024
Preliminary Pricing Supplement No. 2,933
Registration Statement Nos. 333-275587;
333-275587-01
Dated July 12, 2024
Filed pursuant to Rule 424(b)(2)
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in U.S.
Equities
Market Linked Securities—Leveraged
Upside Participation and Contingent Downside
Principal at Risk
Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common
Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Fully and Unconditionally
Guaranteed by Morgan Stanley
§ Linked
to the lowest performing of the common stock of Apple Inc., the class A common stock of Alphabet Inc., the class A common stock of Meta
Platforms, Inc. and the common stock of NVIDIA Corporation (each referred to as an “underlying stock”)
§ The
securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed
by Morgan Stanley. The securities will pay no interest, provide for a maturity payment amount that may be significantly less than the
face amount, and may be zero, and have the terms described in the accompanying product supplement for principal at risk securities and
prospectus, as supplemented or modified by this document. At maturity:
§ If
the price of the lowest performing underlying stock has increased, investors will receive the face amount plus a positive return
equal to at least 464% (to be determined on the pricing date) of the percentage increase in the price of the lowest performing underlying
stock from its starting price
§ If
the price of the lowest performing underlying stock has decreased, but the lowest performing underlying stock has not decreased by more
than 35%, investors will receive the face amount
§ If
the lowest performing underlying stock has decreased by more than 35%, investors will have full downside exposure to the decrease in the
price of the lowest performing underlying stock from its starting price, and investors will lose more than 35%, and possibly all, of the
face amount
§ Investors
may lose a significant portion, or all, of the face amount of the securities
§ The
securities are for investors who seek an equity-based return and who are willing to risk their investment, risk exposure to the lowest
performing underlying stock and forgo current income in exchange for the participation rate and limited protection against loss that applies
only if the lowest performing underlying stock is greater than or equal to its respective threshold price
§ 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 underlying stocks |
The
current estimated value of the securities is approximately $927.20 per security, or within $27.20 of that estimate. The estimated value
of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying
stocks, instruments based on the underlying stocks, 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 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 and prospectus, each of which
can be accessed via the hyperlinks below. When you read the accompanying product supplement, please note that all references in such
supplement 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 |
$33.25 |
$966.75 |
Total |
$ |
$ |
$ |
| (1) | Wells
Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $33.25
for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”),
may receive a selling concession of up to $27.50 per security, and WFA will 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 $4.00 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. |
Product
Supplement for Principal at Risk Securities dated November 16, 2023 Prospectus
dated April 12, 2024
Morgan Stanley |
Wells Fargo Securities |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Issuer: |
Morgan Stanley Finance LLC |
Guarantor: |
Morgan Stanley |
Maturity
date: |
July 27, 2028†, subject to postponement if the calculation day is postponed* |
Underlying
stocks: |
Common stock of Apple Inc. (the “AAPL Stock”), class A common stock of Alphabet Inc. (the “GOOGL Stock”), class A common stock of Meta Platforms, Inc. (the “META Stock”) and the common stock of NVIDIA Corporation (the “NVDA Stock”) (each referred to as an “underlying stock,” and collectively as the “underlying stocks”) |
Maturity
payment amount: |
At maturity, the maturity payment amount per $1,000 face amount
of securities will be determined as follows:
· If
the ending price of the lowest performing underlying stock is greater than its starting price:
$1,000 + [$1,000 ×
stock return of lowest performing underlying stock × participation rate]
· If
the ending price of the lowest performing underlying stock is less than or equal to its starting price, but greater than or
equal to its threshold price:
$1,000
· If
the ending price of the lowest performing underlying stock is less than its threshold price:
$1,000 + [$1,000 × stock return
of lowest performing underlying stock]
If the ending price of the lowest performing underlying stock
is less than its threshold price, you will lose more than 35%, and possibly all, of the face amount of your securities at maturity. |
Participation
rate: |
At least 464%, to be determined on the pricing date |
Lowest
performing underlying stock: |
The underlying stock with the lowest stock return |
Stock
return: |
With respect to each underlying stock, the percentage change from its
starting price to its ending price, measured as follows:
ending price – starting price
starting price |
Starting
price: |
With respect to the AAPL Stock: $ , its stock closing price on
the pricing date.
With respect to the GOOGL Stock: $ , its stock closing price on
the pricing date.
With respect to the META Stock: $ , its stock closing price on
the pricing date.
With respect to the NVDA Stock: $ , its stock closing price on
the pricing date. |
Stock
closing price: |
With respect to each of the underlying stocks, stock closing price, closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement for principal at risk securities. |
Ending
price: |
With respect to each underlying stock, the “ending price” will be the stock closing price on the calculation day. |
Calculation
day: |
July 24, 2028**† |
Threshold
price: |
With respect to the AAPL Stock: $ , which is equal to 65% of its
starting price.
With respect to the GOOGL Stock: $ , which is equal to 65% of
its starting price.
With respect to the META Stock: $ , which is equal to 65% of its starting
price.
With respect to the NVDA Stock: $ , which is equal to 65% 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: |
July 23, 2024† |
Original
issue date: |
July 26, 2024† (3 business days after the pricing date) |
CUSIP
/ ISIN: |
61776MD36 / US61776MD364 |
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.” |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
† To the extent we make any change to the pricing date or original
issue date, the calculation day and maturity date may also be changed in our discretion to ensure that the term of the securities remains
the same.
* 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—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
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 will be less than $1,000 per security. We estimate that the value of each security on the pricing
date will be approximately $927.20, or within $27.20 of that estimate. Our estimate of the value of the securities as determined on the
pricing date will be set forth in the final pricing supplement.
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 underlying stocks. The estimated value
of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stocks,
instruments based on the underlying stocks, 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
participation rate and the 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 underlying stocks, 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 4 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 underlying stocks, 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—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
The Principal at Risk Securities Linked to the Lowest Performing of
the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common
Stock of NVIDIA Corporation due July 27, 2028 (the “securities”) may be appropriate for investors who:
§ Seek
an alternative to direct exposure to the underlying stocks that enhances returns for any positive performance of the lowest performing
underlying stock;
§ Seek
to enhance returns and potentially outperform the lowest performing underlying stock by taking advantage of the participation rate, with
no limitation on the appreciation potential;
§ Understand
that the ending price of the lowest performing underlying stock may decrease by more than 35% from its starting price, resulting in a
loss of a significant portion or all of the initial investment;
§ Understand
that the return on the securities will depend solely on the performance of the lowest performing underlying stock and that they will not
benefit in any way from the performance of any better performing underlying stock;
§ Understand
that the securities are riskier than alternative investments linked to only one of the underlying stocks or linked to a basket composed
of each underlying stock;
§ Understand
and are willing to accept the full downside risks of each underlying stock;
§ Are
willing to forgo interest payments on the securities and dividends on the underlying stocks; and
§ Are
willing to hold the securities to 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;
§ Are
unwilling to accept the risk that the ending price of the lowest performing underlying stock may decrease by more than 35% from its starting
price, resulting in a loss of a significant portion or all of the initial investment;
§ Seek
full return of the face amount of the securities at maturity;
§ Seek
current income from their investments;
§ Are
unwilling to accept the risk of exposure to each of the underlying stocks;
§ Seek
exposure to the lowest performing underlying stock but are unwilling to accept the risk/return trade-offs inherent in the maturity payment
amount for the securities;
§ Seek
exposure to a basket composed of each underlying stock or a similar investment in which the overall return is based on a blend of the
performances of the underlying stocks, rather than solely on the lowest performing underlying stock;
§ 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 underlying stocks, please see the sections titled “Apple Inc. Overview,” “Alphabet Inc. Overview,”
“Meta Platforms, Inc. Overview” and “NVIDIA Corporation Overview” below.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Determining
Maturity Payment Amount |
At maturity, the maturity payment amount per $1,000 face amount of
securities will be determined as follows:
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Payoff Diagram
The payoff diagram below illustrates the maturity payment amount on
the securities based on a range of hypothetical stock returns of the lowest performing underlying stock and the following terms:
Face amount: |
$1,000 per security |
Hypothetical participation rate: |
464%. The actual participation rate will be determined on the pricing date. |
Threshold price: |
65% of its starting price |
Securities
Payoff Diagram |
|
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Scenario
Analysis and Examples of Maturity Payment Amount at Maturity |
The following scenario analysis
and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible
scenario concerning increases or decreases in the prices of the underlying stocks relative to their respective starting prices. We cannot
predict the ending prices of the underlying stocks on the calculation day. You should not take the scenario analysis and these examples
as an indication or assurance of the expected performance of the underlying stocks. The numbers appearing in the examples below may have
been rounded for ease of analysis. Notwithstanding anything to the contrary in the accompanying product supplement for principal at risk
securities, the amount you will receive per $1,000 face amount of securities at maturity will be the
maturity payment amount, defined and calculated as provided in this document. The following scenario analysis and examples illustrate
the maturity payment amount on a hypothetical offering of the securities, based on the following terms*:
Investment term: |
Approximately 4 years |
Hypothetical starting price: |
With respect to the AAPL Stock: $100 |
|
With respect to the GOOGL Stock: $100 |
|
With respect to the META Stock: $100 |
|
With respect to the NVDA Stock: $100 |
Hypothetical threshold price: |
With respect to the AAPL Stock, $65, which is 65% of its respective hypothetical starting price |
|
With respect to the GOOGL Stock, $65, which is 65% of its respective hypothetical starting price |
|
With respect to the META Stock, $65, which is 65% of its respective hypothetical starting price |
|
With respect to the NVDA Stock, $65, which is 65% of its respective hypothetical starting price |
Hypothetical participation rate: |
464%. The actual participation rate will be determined on the pricing date. |
* The hypothetical starting
price of $100 for the underlying stocks has been chosen for illustrative purposes only and does not represent the actual starting price
of any underlying stock. The actual starting prices, threshold prices and participation rate will be determined on the pricing date and
will be set forth under “Terms” above. For historical data regarding the actual stock closing prices of the underlying stocks,
see the historical information set forth herein.
Example
1 — Each underlying stock
appreciates over the term of the securities, and investors receive a positive return, calculated based on the stock return of the lowest
performing underlying stock.
Ending price |
|
AAPL Stock: $110 |
|
|
GOOGL Stock: $140 |
|
|
META Stock: $150 |
|
|
NVDA Stock: $120 |
Stock return |
|
AAPL Stock: ($110 – $100) / $100 = 10%
GOOGL Stock: ($140 – $100) / $100 = 40%
META Stock: ($150 – $100) / $100 = 50%
NVDA Stock: ($120 – $100) / $100 = 20% |
Maturity payment amount |
= |
$1,000 + [$1,000 × stock return of lowest performing underlying stock × participation rate] |
|
= |
$1,000 + [$1,000 × 10% × 464%] |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
In example 1, the ending price of each of the AAPL Stock, the GOOGL
Stock, the META Stock and the NVDA Stock is greater than its starting price. The AAPL Stock has appreciated by 10%, the GOOGL Stock has
appreciated by 40%, the META Stock has appreciated by 50% and the NVDA Stock has appreciated by 20%. Therefore, investors receive at maturity
the face amount plus a positive return equal to 464% of the appreciation of the lowest performing underlying stock, which is the
AAPL Stock in this example. Investors receive $1,464 per security at maturity (assuming a hypothetical participation rate of 464%). The
actual participation rate will be determined on the pricing date.
Example
2 — One underlying stock
appreciates, while the other three underlying stocks decline over the term of the securities but no underlying stock declines below its
respective threshold price, and investors receive the face amount.
Ending price |
|
AAPL Stock: $130 |
|
|
GOOGL Stock: $90 |
|
|
META Stock: $80 |
|
|
NVDA Stock: $85 |
Stock return |
|
AAPL Stock: ($130 – $100) / $100 = 30%
GOOGL Stock: ($90 – $100) / $100 = -10%
META Stock: ($80 – $100) / $100 = -20%
NVDA Stock: ($85 – $100) / $100 = -15% |
Maturity payment amount |
= |
$1,000 |
In example 2, the ending price of the AAPL Stock is greater than its
starting price, while the ending prices of the GOOGL Stock, the META Stock and the NVDA Stock are less than their respective starting
prices, but are greater than or equal to their respective threshold prices. The AAPL Stock has appreciated by 30% while the GOOGL Stock
has declined by 10%, the META Stock has declined by 20% and the NVDA Stock has declined by 15%. Investors will receive the face amount
of $1,000.
Example
3 — Three underlying
stocks appreciate while one underlying stock declines over the term of the securities, and the ending price of the lowest performing underlying
stock is less than its respective threshold price. Investors are therefore exposed to the decline in the lowest performing underlying
stock from its starting price.
Ending price |
|
AAPL Stock: $130 |
|
|
GOOGL Stock: $105 |
|
|
META Stock: $30 |
|
|
NVDA Stock: $140 |
Stock return |
|
AAPL Stock: ($130 – $100) / $100 = 30%
GOOGL Stock: ($105 – $100) / $100 = 5%
META Stock: ($30 – $100) / $100 = -70%
NVDA Stock: ($140 – $100) / $100 = 40% |
Maturity payment amount |
= |
$1,000 + [$1,000 × stock return of lowest performing underlying stock] |
|
= |
$1,000 + [$1,000 ×-70%] |
|
= |
$300 |
In example 3, the ending prices of the AAPL Stock, the GOOGL Stock
and the NVDA Stock are greater than their respective starting prices, while the ending price of the META Stock has declined below its
threshold price. The AAPL Stock has appreciated by 30%, the GOOGL Stock has appreciated by 5% and the NVDA Stock has appreciated by 40%,
while the META Stock has depreciated by 70%. Because the ending price of the META Stock has declined below its threshold price, investors
are exposed to the negative
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
performance of the META Stock, which is the lowest performing underlying
stock in this example. Investors receive a maturity payment amount of $300.
Example
4 — Each underlying stock
declines below its respective threshold price, and investors are therefore exposed to the decline in the lowest performing underlying
stock from its starting price.
Ending price |
|
AAPL Stock: $30 |
|
|
GOOGL Stock: $45 |
|
|
META Stock: $40 |
|
|
NVDA Stock: $20 |
Stock return |
|
AAPL Stock: ($30 – $100) / $100 = -70%
GOOGL Stock: ($45 – $100) / $100 = -55%
META Stock: ($40 – $100) / $100 = -60%
NVDA Stock: ($20 – $100) / $100 = -80% |
Maturity payment amount |
= |
$1,000 + [$1,000 × stock return of lowest performing underlying stock] |
|
= |
$1,000 + [$1,000 ×-80%] |
|
= |
$200 |
In example 4, the ending price of each of the AAPL Stock, the GOOGL
Stock, the META Stock and the NVDA Stock is less than its respective threshold price. The AAPL Stock has declined by 70%, the GOOGL Stock
has declined by 55%, the META Stock has declined by 60% and the NVDA Stock has declined by 80%. Therefore, investors are exposed to the
negative performance of the NVDA Stock, which is the lowest performing underlying stock in this example. Investors receive a maturity
payment amount of $200.
Because the maturity payment amount of the securities is based on
the lowest performing underlying stock, a decline in any underlying stock below its respective threshold price will result in a significant
loss of your investment, even if the other underlying stocks have appreciated or have not declined as much.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Scenario Analysis – Hypothetical Maturity
Payment Amount for each $1,000 Face Amount of Securities.
Performance
of the Lowest Performing Underlying Stock* |
Performance of the Securities(1)
|
Ending Price |
Stock Return |
Maturity
Payment Amount |
Return on
Securities(2) |
$200 |
100.00% |
$5,640.00 |
464.00% |
$190 |
90.00% |
$5,176.00 |
417.60% |
$180 |
80.00% |
$4,712.00 |
371.20% |
$170 |
70.00% |
$4,248.00 |
324.80% |
$160 |
60.00% |
$3,784.00 |
278.40% |
$150 |
50.00% |
$3,320.00 |
232.00% |
$140 |
40.00% |
$2,856.00 |
185.60% |
$130 |
30.00% |
$2,392.00 |
139.20% |
$120 |
20.00% |
$1,928.00 |
92.80% |
$110 |
10.00% |
$1,464.00 |
46.40% |
$105 |
5.00% |
$1,232.00 |
23.20% |
$100(3) |
0.00% |
$1,000.00 |
0.00% |
$95 |
-5.00% |
$1,000.00 |
0.00% |
$90 |
-10.00% |
$1,000.00 |
0.00% |
$80 |
-20.00% |
$1,000.00 |
0.00% |
$70 |
-30.00% |
$1,000.00 |
0.00% |
$65 |
-35.00% |
$1,000.00 |
0.00% |
$64 |
-36.00% |
$640.00 |
-36.00% |
$60 |
-40.00% |
$600.00 |
-40.00% |
$50 |
-50.00% |
$500.00 |
-50.00% |
$40 |
-60.00% |
$400.00 |
-60.00% |
$30 |
-70.00% |
$300.00 |
-70.00% |
$20 |
-80.00% |
$200.00 |
-80.00% |
$10 |
-90.00% |
$100.00 |
-90.00% |
$0 |
-100.00% |
$0.00 |
-100.00% |
|
|
|
|
*The underlying stocks exclude
cash dividend payments on the underlying stocks.
(1) Assumes a participation rate of 464%. The
actual participation rate will be determined on the pricing date.
(2) The “Return
on Securities” is the number, expressed as a percentage, which results from comparing the maturity payment amount per $1,000 face
amount of securities to the purchase price of $1,000 per security.
(3) The hypothetical starting price of each
underlying stock.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
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 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 pay interest, and you will lose more than 35%, and
possibly all, of the face amount of your securities at maturity if the ending price of the lowest performing underlying stock is less
than its respective threshold price. The terms of the securities differ from those of ordinary debt securities in that the securities
do not pay interest or repay a fixed amount of the face amount of the securities. If the ending price of the lowest performing underlying
stock is less than its threshold price, which is 65% of the starting price, you will lose more than 35%, and possibly all, of the face
amount of your securities at maturity. Investors may lose their entire investment in the securities. |
| § | 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. or any other dealer may be willing to purchase or sell the securities in the secondary market, including the trading price
and volatility (frequency and magnitude of changes in value) of the underlying stocks, dividend rates on the underlying stocks, interest
and yield rates in the market, the time remaining until the securities mature, geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the underlying stocks or equities markets generally and which may affect the ending prices,
the occurrence of certain events affecting the underlying stocks that may or may not require an adjustment to the adjustment factors and
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. The prices of the underlying stocks may be,
and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See “Apple Inc. Overview,”
“Alphabet Inc. Overview,” “Meta Platforms, Inc. Overview” and “NVIDIA Corporation Overview” below.
You may receive less, and possibly significantly less, than the face amount per security if you try to sell your securities prior to maturity. |
| § | 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 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. |
| § | The amount payable on the securities is not linked to the stock closing
prices at any time other than the calculation day. The ending price of each underlying stock will be based on the stock closing price
of such underlying stock on the calculation day, subject to postponement for non-trading days and certain market disruption events. Even
|
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
if each underlying stock appreciates prior
to the calculation day but the price of any underlying stock decreases by the calculation day, the maturity payment amount will be less,
and may be significantly less, than it would have been had the maturity payment amount been linked to the prices of the underlying stocks
prior to such decrease. Although the actual prices of the underlying stocks on the maturity date or at other times during the term of
the securities may be higher than their respective ending prices, the maturity payment amount will be based solely on the stock closing
prices on the calculation day.
| § | Investing in the securities is not equivalent to investing in the underlying
stocks. Investing in the securities is not equivalent to investing in the underlying stocks. Investors in the securities will not
have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying stocks. As
a result, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying stocks
and received the dividends paid or distributions made on them. |
| § | 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 4 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 underlying stocks, 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 |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
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 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 threshold prices and the ending 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 certain adjustments to the adjustment
factors. 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— Certain Terms for Securities Linked to an Underlying
Stock— Market Disruption Events,” “—Adjustment Events,” “—Consequences of a Market Disruption
Event; Postponement of a Calculation Day,” “—Alternate Exchange Calculation in Case of an Event of Default” and
related definitions 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 underlying stocks), including trading in the underlying stocks.
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 calculation day approaches. Some of our affiliates also
trade the underlying stocks and other financial instruments related to the underlying stocks 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 stock, and, therefore, could increase the price at or above which such underlying stock must close
on the calculation day so that investors do not suffer a significant loss on their initial investment in the securities (depending also
on the performance of the other underlying stocks). Additionally, such hedging or trading activities during the term of the securities,
including on the calculation day, could adversely affect the price of any underlying stock on the calculation day, and, accordingly, the
amount of cash an investor will receive at maturity, if any (depending also on the performance of the other underlying stocks). |
| § | The maturity date may be postponed if the calculation day is postponed.
If the scheduled calculation day is not a trading day or if a market disruption event occurs on that day so that the calculation day is
postponed and falls less than three business days prior to the maturity date, the maturity date of the securities will be postponed to
the third business day following that 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 underlying stocks to which the securities are linked. |
| § | The U.S. federal income tax consequences of an investment in the securities
are uncertain. Please read the discussion under “Additional Information About the Securities—Tax considerations”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for principal
at risk |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
securities (together, the “Tax Disclosure
Sections”) concerning the U.S. federal income tax consequences of an investment in the securities. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service
(the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court
might not agree with the tax treatment of a security as a single financial contract that is an “open transaction” for U.S.
federal income tax purposes. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences
of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. Holders and the withholding
tax consequences to Non-U.S. Holders, might be materially and adversely affected. Moreover, future legislation, Treasury regulations or
IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
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, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Risks Relating to the Underlying Stocks
| § | You are exposed to the price risk of each underlying stock. Your return
on the securities is not linked to a basket consisting of each underlying stock. Rather, it will be based upon the independent performance
of each underlying stock. 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 stock. Poor performance by any underlying
stock over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance
by the other underlying stocks. If any underlying stock has declined to below its respective threshold price as of the calculation day,
you will be exposed to the negative performance of the lowest performing underlying stock at maturity, even if the other underlying stocks
have appreciated or have not declined as much, and you will lose a significant portion or all of your investment. Accordingly, your investment
is subject to the price risk of each underlying stock. |
| § | Because the securities are linked to the performance of the lowest performing
underlying stock, you are exposed to greater risk of sustaining a significant loss on your investment than if the securities were linked
to just one underlying stock. The risk 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 stock. With four underlying
stocks, it is more likely that any underlying stock will decline to below its threshold price as of the calculation day, than if the securities
were linked to only one underlying stock. Therefore it is more likely that you will suffer a significant loss on your investment. |
| § | No
affiliation with Apple Inc., Alphabet Inc., Meta Platforms, Inc. or NVIDIA Corporation. Apple
Inc., Alphabet Inc., Meta Platforms, Inc. or NVIDIA Corporation are not affiliates of ours,
are not involved with this offering in any way, and have no obligation to consider your interests
in taking any corporate actions that might affect the value of the securities. We have not
made any due diligence inquiry with respect to Apple Inc., Alphabet Inc., Meta Platforms,
Inc. or NVIDIA Corporation in connection with this offering. |
| § | We
may engage in business with or involving Apple Inc., Alphabet Inc., Meta Platforms, Inc.
or NVIDIA Corporation without regard to your interests. We or our affiliates may presently
or from time to time engage in business with Apple Inc., Alphabet Inc., Meta Platforms, Inc.
or NVIDIA Corporation without regard to your interests and thus may acquire non-public information
about Apple Inc., Alphabet Inc., Meta Platforms, Inc. or NVIDIA Corporation. Neither we nor
any of our affiliates undertakes to disclose any such information to you. In addition, we
or our affiliates from time to time have published and in the future may publish research
reports with respect to Apple Inc., Alphabet Inc., Meta Platforms, Inc. or NVIDIA Corporation
which may or may not recommend that investors buy or hold the underlying stock. |
| § | The
antidilution adjustments the calculation agent is required to make do not cover every corporate
event that could affect the underlying stocks. MS & Co., as calculation agent, will
adjust the adjustment factors |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
for certain corporate events affecting
the underlying stocks, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving
the issuers of the underlying stocks, such as mergers. However, the calculation agent will not make an adjustment for every corporate
event that can affect the underlying stocks. For example, the calculation agent is not required to make any adjustments if the issuers
of the underlying stocks or anyone else makes a partial tender or partial exchange offer for the underlying stocks, nor will adjustments
be made following the calculation day. In addition, no adjustments will be made for regular cash dividends, which are expected to reduce
the price of the underlying stocks by the amount of such dividends. If an event occurs that does not require the calculation agent to
adjust an adjustment factor, such as a regular cash dividend, the market price of the securities and your return on the securities may
be materially and adversely affected. For example, if the record date for a regular cash dividend were to occur on or shortly before
the calculation day, this may decrease the ending price of an underlying stock to be less than its threshold price (resulting in a loss
of a significant portion of all of your investment in the securities), materially and adversely affecting your return.
| § | Historical closing prices of the underlying stocks should not be taken
as an indication of the future performance of the underlying stocks during the term of the securities. No assurance can be given as
to the price of the underlying stocks at any time, including on the calculation day, because historical closing prices of the underlying
stocks do not provide an indication of future performance of the underlying stocks. |
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Apple Inc. designs, manufactures and markets smartphones, personal
computers, tablets, wearables and accessories, and sells a variety of related services. The AAPL Stock is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission
by Apple Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-36743
through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Apple Inc. may be obtained
from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither
the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding
the issuer of the AAPL Stock is accurate or complete.
The following
graph sets forth the daily closing prices of the AAPL Stock for the period from January 1, 2019 through July 11, 2024. The closing price
of the AAPL Stock on July 11, 2024 was $227.57. We obtained the information in the graph below from Bloomberg Financial Markets
without independent verification. The historical closing prices of the AAPL Stock
may have been adjusted for stock splits and other corporate events. The historical performance of the AAPL
Stock should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of
the AAPL Stock at any time, including on the calculation day.
Common Stock of Apple Inc.
Daily Closing Prices
January 1, 2019 to July
11, 2024 |
|
This document relates only to the securities offered hereby and
does not relate to the AAPL Stock or other securities of Apple Inc. We have derived all disclosures contained in this document regarding
the AAPL Stock 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 Apple Inc. Neither we
nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Apple
Inc. 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 AAPL Stock (and therefore the price of the AAPL Stock at the time we price the securities) have been publicly disclosed.
Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Apple Inc. could
affect the value received with respect to the securities and therefore the value of the securities.
Neither the issuer nor any of its affiliates makes any representation
to you as to the performance of the AAPL Stock.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Alphabet Inc. is a holding company that, through its subsidiaries (which
include Google Inc.) provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer consent,
enterprise solutions, commerce and hardware products. Alphabet Inc. became the successor Securities and Exchange Commission registrant
to, and parent holding company of, Google Inc. on October 2, 2015, in connection with a holding company reorganization. Alphabet Inc.’s
class A common stock began trading on October 5, 2015 under the ticker symbol “GOOGL,” the same symbol under which Google
Inc.’s class A common stock previously traded. The GOOGL Stock is registered under the Exchange Act. Information provided to or
filed with the Securities and Exchange Commission by Alphabet Inc. pursuant to the Exchange Act can be located by reference to the Securities
and Exchange Commission file number 001-37580 through the Securities and Exchange Commission’s website at www.sec.gov. In addition,
information regarding Alphabet Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles
and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents
or any other publicly available information regarding the issuer of the GOOGL Stock is accurate or complete.
The following graph sets forth the daily closing prices of the GOOGL
Stock for the period from January 1, 2019 through July 11, 2024. The closing price of the GOOGL Stock on July 11, 2024 was $185.57. We
obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The historical closing
prices of the GOOGL Stock may have been adjusted for stock splits and other corporate events. The historical performance of the GOOGL
Stock should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the GOOGL
Stock at any time, including on the calculation day.
Class A Common Stock of
Alphabet Inc. Daily Closing Prices
January 1, 2019 to July
11, 2024 |
|
This document relates only to the securities offered hereby and
does not relate to the GOOGL Stock or other securities of Alphabet Inc. We have derived all disclosures contained in this document regarding
the GOOGL Stock 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 Alphabet Inc. Neither
we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding
Alphabet Inc. 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 GOOGL Stock (and therefore the price of the GOOGL Stock at the time we price the securities) have been publicly disclosed.
Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Alphabet Inc. could
affect the value received with respect to the securities and therefore the value of the securities.
Neither the issuer nor any of its affiliates makes any representation
to you as to the performance of the GOOGL Stock.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Meta
Platforms, Inc. Overview |
Meta Platforms, Inc. (formerly known as Facebook, Inc.) is a social
media and technology company that enables people to connect and share with friends and family through mobile devices, personal computers,
virtual reality headsets and in-home devices. On June 9, 2022, the class A common stock of Meta Platforms, Inc., formerly trading under
the ticker symbol “FB,” began trading under the ticker symbol “META.” The META Stock is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission
by Meta Platforms, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number
001-35551 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Meta Platforms,
Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated
documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available
information regarding the issuer of the META Stock is accurate or complete.
The following
graph sets forth the daily closing prices of the META Stock for the period from January 1, 2019 through July 11, 2024. The closing price
of the META Stock on July 11, 2024 was $512.70. We obtained the information in the graph below from Bloomberg Financial Markets
without independent verification. The historical closing prices of the META Stock
may have been adjusted for stock splits and other corporate events. The historical performance of the META
Stock should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of
the META Stock at any time, including on the calculation day.
Class A Common Stock of Meta
Platforms, Inc. Daily Closing Prices
January 1, 2019 to July
11, 2024 |
|
This document relates only to the securities offered hereby and
does not relate to the META Stock or other securities of Meta Platforms, Inc. We have derived all disclosures contained in this document
regarding the META Stock 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 Meta Platforms,
Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information
regarding Meta Platforms, Inc. 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 META Stock (and therefore the price of the META Stock at the time we price the securities) have
been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning
Meta Platforms, Inc. could affect the value received with respect to the securities and therefore the value of the securities.
Neither the issuer nor any of its affiliates makes any representation
to you as to the performance of the META Stock.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
NVIDIA
Corporation Overview |
NVIDIA Corporation is a visual computing company. The NVDA Stock is
registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by NVIDIA Corporation
pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 000-23985 through the Securities
and Exchange Commission’s website at www.sec.gov. In addition, information regarding NVIDIA Corporation may be obtained from other
sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer
nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the
issuer of the NVDA Stock is accurate or complete.
The following graph sets forth the daily closing prices of the NVDA
Stock for the period from January 1, 2019 through July 11, 2024. The closing price of the NVDA Stock on July 11, 2024 was $127.40. We
obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The historical closing
prices of the NVDA Stock may have been adjusted for stock splits and other corporate events. The historical performance of the NVDA Stock
should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the NVDA Stock
at any time, including on the calculation day.
Common Stock of NVIDIA
Corporation Daily Closing Prices
January 1, 2019 to July
11, 2024 |
|
This document relates only to the securities offered hereby and
does not relate to the NVDA Stock or other securities of NVIDIA Corporation. We have derived all disclosures contained in this document
regarding the NVDA Stock 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 NVIDIA Corporation.
Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding
NVIDIA Corporation 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 NVDA Stock (and therefore the price of the NVDA Stock at the time we price the securities) have been publicly
disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning NVIDIA
Corporation could affect the value received with respect to the securities and therefore the value of the securities.
Neither the issuer nor any of its affiliates makes any representation
to you as to the performance of the NVDA Stock.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Additional
Information About the Securities |
Minimum ticketing size
$1,000 / 1 security
Tax considerations
Although there is uncertainty regarding the U.S.
federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion of our counsel,
Davis Polk & Wardwell LLP, under current law, and based on current market conditions, it is reasonable to treat a security as a single
financial contract that is an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s
opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.
Assuming this treatment of the securities 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 based on current law:
| § | A U.S. Holder should not be required to recognize taxable income over the term of the securities prior
to settlement, other than pursuant to a sale or exchange. |
| § | Upon sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal
to the difference between the amount realized and the U.S. Holder’s tax basis in the securities. Such gain or loss should be long-term
capital gain or loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise. |
We do not plan to request a ruling from the Internal
Revenue Service (the “IRS”) regarding the treatment of the securities. An alternative characterization of the securities could
materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character
of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S.
federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such
transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes
to the tax treatment of derivative contracts. Any legislation, 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.
As discussed in the accompanying product supplement
for principal at risk securities, Section 871(m) of the Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) 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, 2027 that do not have a delta of one with respect to any Underlying Security. Based on the
terms of the securities and current market conditions, we expect that the securities will not have a delta of one with respect to any
Underlying Security on the pricing date. However, we will provide an updated determination in the pricing supplement. Assuming 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 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, and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
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 $33.25 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 $27.50 per
security. In addition to the selling concession allowed to WFA, WFS will 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 $4.00 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. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities,
including the participation rate, such that for each security the estimated value on the pricing date will be no lower than the minimum
level described in “Estimated Value of the Securities” beginning on page 4.
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 for principal at risk securities.
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) 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 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, please note that all references in such supplement 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 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
Morgan Stanley Finance LLC
Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation due July 27, 2028
Prospectus
dated April 12, 2024
Terms used but not defined in this document are
defined in the product supplement for principal at risk securities or in the prospectus.
Morgan Stanley (NYSE:MS-P)
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Morgan Stanley (NYSE:MS-P)
過去 株価チャート
から 10 2023 まで 10 2024