Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年7月19日 - 10:35AM
Edgar (US Regulatory)
Morgan Stanley Finance LLC
Structured Investments
|
Free
Writing Prospectus to Preliminary Pricing Supplement No. 3,031
Filed
pursuant to Rule 433
Registration
Statement Nos. 333-275587; 333-275587-01
July
18, 2024 |
|
Market Linked Securities—Auto-Callable
with Contingent Coupon and Contingent Downside
Principal at Risk Securities
Linked to the Common Stock of Super Micro Computer, Inc. due August 4, 2025
Fully and Unconditionally Guaranteed by Morgan
Stanley
|
Summary of terms
Issuer
and guarantor |
Morgan
Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
| Underlying
stock |
Super
Micro Computer, Inc. common stock |
| Pricing
date* |
July
26, 2024 |
| Original
issue date* |
July
31, 2024 |
| Face
amount |
$1,000
per security |
| Contingent
coupon payments |
On each contingent coupon payment
date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if,
the stock closing price on the related calculation day is greater than or equal to the coupon threshold price. Each “contingent
coupon payment”, if any, will be calculated per security as follows:
($1,000 ×
contingent coupon rate) / 12. |
| Contingent
coupon rate |
At
least 19.00% per annum, to be determined on the pricing date |
| Automatic
call |
If,
on either quarterly call observation date, beginning in January 2025, the stock closing price is greater than or equal to the starting
price, the securities will be automatically called for a cash payment per security equal to the face amount plus a final contingent
coupon payment on the related call settlement date. |
| Calculation
days |
Monthly,
on the 26th of each month, commencing in August 2024 and ending on the final calculation day. We also refer to the July
2025 calculation day as the final calculation day. |
| Call
observation dates |
Quarterly,
beginning approximately six months after the issue date, on the calculation days scheduled to occur in January 2025 and April 2025. |
| Contingent
coupon payment dates |
Three
business days after the applicable calculation day; provided that the coupon payment date for the final calculation day is
the maturity date. |
| Call
settlement date |
Three
business days after the applicable call observation date. |
| Maturity
payment amount (per security) |
·
if
the ending price is greater than or equal to the downside threshold price:
$1,000;
or
·
if
the ending price is less than the downside threshold price:
$1,000
× performance factor |
| Maturity
date* |
August
4, 2025 |
| Starting
price |
The
stock closing price on the pricing date |
| Ending
price |
The
stock closing price on the final calculation day |
| Performance
factor |
The
ending price divided by the starting price. |
| Coupon
threshold price |
50%
of the starting price |
| Downside
threshold price |
50%
of the starting price |
| Calculation
agent |
Morgan
Stanley & Co. LLC, an affiliate of the issuer |
| Denominations |
$1,000
and any integral multiple of $1,000 |
| Agent
discount** |
Morgan
Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities,
LLC will receive a commission of up to $13.25 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”),
may receive a selling concession of up to $7.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security
sold by WFA. |
| CUSIP |
61776MM36 |
| Tax
considerations |
See
preliminary pricing supplement |
*Subject to change
** In addition, selected dealers
may receive a fee of up to 0.20% for marketing and other services
Hypothetical payout profile (excluding contingent coupon
payments)
If the securities are not automatically
called prior to the maturity date and the ending price is less than the downside threshold price, you will lose more than 50%, and possibly
all, of the face amount of your securities at the maturity date.
Any return on the securities will
be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of the underlying stock,
but you will have full downside exposure to the underlying stock on the final calculation day if the ending price is less than the downside
threshold price.
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 $970.50, or within $35.00 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. See “Investment
Summary” and “Risk Factors” in the accompanying preliminary pricing supplement for further information.
This document provides
a summary of the terms of the securities. Investors should carefully review the accompanying preliminary pricing supplement, product
supplement for principal at risk securities and prospectus before making a decision to invest in the securities.
Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/895421/000095010324010206/dp214727_
424b2-ps3031.htm
The securities
have complex features and investing in the securities involves risks not associated with an investment in ordinary
debt securities. See “Risk Factors” in the accompanying preliminary pricing supplement. All payments
on the securities are subject to our credit risk.
This introductory
term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
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.
|
Selected risk considerations
The risks set forth below are discussed in more detail in
the “Risk Factors” section in the accompanying preliminary pricing supplement, product supplement for principal at risk securities
and prospectus. Please review those risk factors carefully.
Risks Relating to an Investment in the Securities
| · | The securities do not guarantee the return of the face amount of your securities at maturity. |
| · | The securities do not provide for the regular payment of interest. |
| · | The contingent coupon payment, if any, is based on the stock closing price of the underlying stock on only the related monthly
calculation day at the end of the related interest period. |
| · | Investors will not participate in any appreciation in the price of the underlying stock. |
| · | The market price will be influenced by many unpredictable factors. |
| · | 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. |
| · | As a finance subsidiary, MSFL has no independent operations and will have no independent assets. |
| · | Investing in the securities is not equivalent to investing in the underlying stock. |
| · | 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. |
| · | 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. |
| · | The securities will not be listed on any securities exchange and secondary trading may be limited. |
| · | The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect
to the securities. |
| · | Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. |
| · | The maturity date may be postponed if the final calculation day is postponed. |
| · | Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. |
| · | The U.S. federal income tax consequences of an investment in the securities are uncertain. |
Risks Relating to the Underlying
Stock
| · | No affiliation with Super Micro Computer, Inc. |
| · | We may engage in business with or involving Super Micro Computer, Inc. without regard to your interests. |
| · | The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the
underlying stock. |
| · | Historical closing prices of the underlying stock should not be taken as an indication of the future performance of the underlying
stock during the term of the securities. |
For more information about the underlying stock, including
historical performance information, see the accompanying preliminary pricing supplement.
Morgan Stanley and MSFL have
filed a registration statement (including a prospectus, as supplemented by the applicable product supplement) with the Securities and
Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration
statement, the applicable product supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed
with the SEC for more complete information about Morgan Stanley, MSFL and this offering. 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 applicable product supplement
and prospectus if you so request by calling toll-free 1-(800)-584-6837.
Wells Fargo Advisors is a trade name used
by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers
and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
Morgan Stanley (NYSE:MS-P)
過去 株価チャート
から 6 2024 まで 7 2024
Morgan Stanley (NYSE:MS-P)
過去 株価チャート
から 7 2023 まで 7 2024
