Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年7月25日 - 6:06AM
Edgar (US Regulatory)
Morgan Stanley Finance LLC
Structured Investments
|
Free Writing Prospectus
to Preliminary Pricing Supplement No. 3,082
Filed pursuant to
Rule 433
Registration Statement
Nos. 333-275587; 333-275587-01
July 24, 2024 |
Market Linked Securities—Auto-Callable
with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the
U.S. Global Jets ETF due August 5, 2027
Fully and Unconditionally Guaranteed
by Morgan Stanley
|
Summary of terms
Issuer
and guarantor |
Morgan
Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
Market
measure |
U.S.
Global Jets ETF (the “underlying”) |
Pricing
date* |
July
31, 2024 |
Original
issue date* |
August
5, 2024 |
Face
amount |
$1,000
per security |
Automatic
call |
If,
on any calculation day, beginning on August 5, 2025, the fund closing price of the underlying is greater than or equal to the call
threshold price, the securities will be automatically called for the applicable call payment on the related call settlement date. |
Calculation
days* and call premiums |
Calculation
Day |
Call
Premium† |
|
August
5, 2025 |
At
least 8.75% of the face amount |
|
February
5, 2026 |
At
least 13.125% of the face amount |
|
August
5, 2026 |
At
least 17.50% of the face amount |
|
February
5, 2027 |
At
least 21.875% of the face amount |
|
August
2, 2027 (the “final calculation day”) |
At
least 26.25% of the face amount |
Call
settlement dates |
Three
business days after the applicable calculation day; provided that the call settlement date for the final calculation day is the maturity
date. |
Maturity
payment amount (per security) |
If the securities are
not automatically called, you will be entitled to receive on the maturity date a cash payment per security as follows:
if the ending price is less than the
threshold price:
|
Maturity
date* |
August
5, 2027 |
Fund
closing price: |
The
“fund closing price” for one share of the underlying (or one unit of any other security for which a fund closing price
must be determined) on any trading day means the product of (i) the official closing price on such day published by the principal
United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the underlying (or any
such other security) is listed or admitted to trading, and (ii) the adjustment factor on such trading day. |
Starting
price |
The
fund closing price on the pricing date |
Ending
price |
The
fund closing price on the final calculation day |
Adjustment
factor |
1.0,
subject to adjustment in the event of certain events affecting the underlying |
Call
threshold price |
90%
of the starting price |
Threshold
price |
90%
of the starting price |
Calculation
agent |
Morgan
Stanley & Co. LLC, an affiliate of the issuer and the guarantor |
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 $25.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”),
may receive a selling concession of up to $20.00 per security, and WFA may receive a distribution expense fee of $0.75 for each security
sold by WFA. |
CUSIP |
61776M2Q7 |
Tax
considerations |
See
preliminary pricing supplement |
Hypothetical Payout Profile***
![](https://www.sec.gov/Archives/edgar/data/895421/000095010324010661/image_001.jpg)
***assumes a call premium equal
to the lowest possible call premium that may be determined on the pricing date
If the securities are not
automatically called and the ending price is less than the threshold price, you will receive less, and up to 90% less, than the face
amount of your securities at maturity.
Any positive return on the
securities will be limited to the applicable call premium, even if the fund closing price of the underlying on the applicable calculation
day significantly exceeds its call threshold price. You will not participate in any appreciation of the underlying.
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 $953.20, or within $45.00 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 “Estimated
Value of the Securities” 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
referenced below, product supplement for principal at risk securities, index supplement and prospectus, and the “Selected risk
considerations” on the following page, before making a decision to invest in the securities.
Preliminary pricing supplement:
https://www.sec.gov/Archives/edgar/data/895421/000095010324010608/dp215087_424b2-ps3082.htm
*subject to change
** In addition, selected dealers
may receive a fee of up to 0.30% for marketing and other services.
The securities have complex
features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Selected
risk considerations” in this term sheet and “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,
index supplement and prospectus. Please review those risk factors carefully.
Risks Relating to an Investment in the Securities
| · | The securities do not pay interest or guarantee the return of the face
amount of your securities at maturity. |
| · | The appreciation potential of the securities is limited by the call payment
specified for each calculation day. |
| · | 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
or the stocks composing the fund underlying index. |
| · | 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
| · | The securities are subject to risks associated with the airline industry. |
| · | There are risks associated with investments in securities linked to the
value of foreign (and especially emerging markets) equity securities. |
| · | The securities are subject to currency exchange risk. |
| · | The performance and market price of the underlying, particularly during
periods of market volatility, may not correlate with the performance of the fund underlying index, the performance of the component securities
of the fund underlying index or the net asset value per share of the underlying. |
| · | Adjustments to the underlying or the fund underlying index could adversely
affect the value of the securities. |
| · | The antidilution adjustments the calculation agent is required to make
do not cover every event that could affect the shares of the underlying. |
| · | Historical prices of the underlying should not be taken as an indication
of the future performance of the underlying during the term of the securities. |
For more information about the underlying, 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 and the index supplement)
with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus
in that registration statement, the applicable product supplement, the index supplement and any other documents relating to this offering
that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. 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, index 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.
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