July 2024
Pricing Supplement No. 3,125
Registration Statement Nos. 333-275587;
333-275587-01
Dated July 31, 2024
Filed pursuant to Rule 424(b)(2)
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in U.S.
Equities
Market
Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk
Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
Fully and Unconditionally
Guaranteed by Morgan Stanley
§
Linked to the common stock of PayPal Holdings, Inc. (the “underlying stock”)
§
The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed
by Morgan Stanley. Unlike ordinary debt securities, the securities do not pay interest, do not guarantee the repayment of principal and
are subject to potential automatic call prior to the maturity date upon the terms described below. The securities have the terms described
in the accompanying product supplement for principal at risk securities and prospectus, as supplemented or modified by this document.
§
Automatic Call. The securities will be automatically called if the stock closing price of the underlying stock on any of the calculation
days is greater than or equal to the starting price for a call payment equal to the face amount plus a call premium. The call premium
applicable to each calculation day will be a percentage of the face amount that increases for each calculation day based on a simple (non-compounding)
return of 17.55% per annum. No further payments will be made on the securities once they have been called.
§
Maturity Payment Amount. If the securities are not automatically called, you will receive at maturity a cash payment per security
as follows:
§
If the ending price of the underlying stock is less than the starting price, but greater than or equal to 90% of the starting
price, which we refer to as the threshold price, you will receive a maturity payment amount of $1,000 per $1,000 security.
§
If the ending price of the underlying stock is less than the threshold price, investors will be exposed to the decline in the underlying
stock beyond 10%, and investors will lose some or a significant portion of their initial investment.
§
The maturity payment amount may be significantly less than the face amount, and you could lose up to 90% of your investment.
§
The securities are for investors who are willing to forgo current income and participation in the appreciation of the underlying stock
in exchange for the possibility of receiving a call payment if the underlying stock closes at or above the starting price on any of the
calculation days, including the final calculation day.
§
Investors will not participate in any appreciation of the underlying stock.
§
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 the underlying stock. |
The current estimated value of the securities
is $979.30 per security. The estimated value of the securities is determined using our own pricing and valuation models, market inputs
and assumptions relating to the underlying stock, instruments based on the underlying stock, 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 10. 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 |
$25.75 |
$974.25 |
Total |
$1,139,000 |
$29,329.25 |
$1,109,670.75 |
| (1) | Wells Fargo
Securities, LLC, an agent for this offering, 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. 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 $3.50 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— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
Issuer: |
Morgan Stanley Finance LLC |
Guarantor: |
Morgan Stanley |
Maturity
date: |
August 5, 2027, subject to postponement if the final calculation day is postponed |
Underlying
stock: |
The common stock of PayPal Holdings, Inc. (the “Underlying company”) (Nasdaq symbol: PYPL) |
Automatic
call: |
If, on any calculation day, beginning on August
5, 2025, the share closing price of the underlying stock is greater than or equal to the starting price, the securities will be automatically
called for the applicable call payment on the related call settlement date. The last calculation day is the final calculation day, and
any payment upon an automatic call on the final calculation day, if applicable, will be made on the maturity date.
The securities will not be automatically called
on any call settlement date if the stock closing price of the underlying stock is below the starting price on the related calculation
day.
Any positive return on the securities
will be limited to the applicable call premium, even if the stock closing price of the underlying stock on the applicable calculation
day significantly exceeds its starting price. You will not participate in any appreciation of the underlying stock. |
Call
payment: |
The call payment will be an amount in cash per face amount corresponding
to a return at a per-annum rate set forth on the cover of this document, as follows:
· 1 st
calculation day: $1,175.50, which corresponds to a call premium of 17.55%
· 2nd
calculation day: $1,263.25, which corresponds to a call premium of 26.325%
· 3rd
calculation day: $1,351.00, which corresponds to a call premium of 35.10%
· 4th
calculation day: $1,438.75, which corresponds to a call premium of 43.875%
· Final
calculation day: $1,526.50, which corresponds to a call premium of 52.65%
No further payments will be made on the securities once they have been
called. |
Calculation
days: |
Semi-annually, as follows:
· 1st
calculation day: August 5, 2025*
· 2nd
calculation day: February 5, 2026*
· 3rd
calculation day: August 5, 2026*
· 4th
calculation day: February 5, 2027*
· Final
calculation day: August 2, 2027* |
Call
settlement date: |
Three business days after the applicable calculation day.* |
Maturity payment amount: |
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 starting price but greater than or equal to the threshold price:
$1,000; or
§ if
the ending price is less than the threshold price:
Under these circumstances, you will receive less, and up to
90% less, than the face amount of your securities at maturity. |
Stock
closing price: |
With respect to the underlying stock, 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. |
Starting
price: |
$65.78, which is the stock closing price on the pricing date. |
Ending
price: |
The stock closing price on the final calculation day. |
Threshold
price: |
$59.202, which is equal to 90% of the 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. |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
Pricing
date: |
July 31, 2024 |
Original
issue date: |
August 5, 2024 (3 business days after the pricing date) |
CUSIP
/ ISIN: |
61776MU52 / US61776MU525 |
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.” |
* 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— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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 is less than $1,000 per security. We estimate that the value of each security on the pricing date
is $979.30.
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 stock. The estimated value
of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stock,
instruments based on the underlying stock, 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
call payment amounts and the threshold price, 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 stock, 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 3 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 stock, 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— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
The Principal at Risk Securities Linked to the Common Stock of PayPal
Holdings, Inc. due August 5, 2027 (the “securities”) may be appropriate for investors who:
| § | Believe that the stock closing price of the underlying stock will be greater
than or equal to the starting price on one of the calculation days; |
| § | Seek the potential for a fixed return if the underlying stock has appreciated
at all as of any of the calculation days in lieu of full participation in any potential appreciation of the underlying stock; |
| § | Understand that if the stock closing price of the underlying stock is less
than the starting price on each calculation day, they will not receive any positive return on their investment in the securities, and
that if the stock closing price of the underlying stock on the final calculation day has declined by more than 10% from the starting price,
they will receive less, and possibly 90% less, than the face amount per security at maturity; |
| § | Understand that the term of the securities may be as short as approximately
one year, and that they will not receive a higher call payment with respect to a later calculation day if the securities are called on
an earlier calculation day; |
| § | Are willing to forgo interest payments on the securities and dividends on
the underlying stock; and |
| § | Are willing to hold the securities until 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; |
| § | Require full payment of the face amount of the securities at maturity; |
| § | Believe that the stock closing price of the underlying stock will be less
than the starting price on each calculation day; |
| § | Seek a security with a fixed term; |
| § | Are unwilling to accept the risk that, if the stock closing price of the
underlying stock is less than the starting price on each calculation day, they will not receive any positive return on their investment
in the securities; |
| § | Are unwilling to accept the risk that the stock closing price of the underlying
stock on the final calculation day may decline by more than 10% from the starting price to the ending price, in which case they will receive
less, and possibly 90% less, than the face amount per security at maturity; |
| § | Are unwilling to accept the risk of exposure to the underlying stock; |
| § | Seek exposure to the upside performance of the underlying stock beyond the
applicable call premiums; |
| § | 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 stock, please see the section titled “PayPal Holdings, Inc. Overview” below.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
Determining
Timing and Amount of Payment on the Securities |
The timing and amount of the payment you will receive will be determined
as follows:
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
Hypothetical
Payout Profile |
The hypothetical payout profile below illustrates the call payment
or maturity payment amount on the securities, as applicable, for a range of hypothetical performances of the underlying stock from its
starting price to its stock closing price on the applicable calculation day.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
Scenario
Analysis and Examples of Hypothetical Payments on the Securities |
The following scenario analysis
and examples are provided for illustrative purposes only and are hypothetical. Whether the securities are called will be determined by
reference to the stock closing price of the underlying stock on the calculation days, and the maturity payment amount, if any, will be
determined by reference to the stock closing price of the underlying stock on the final calculation day. The actual starting price and
threshold price are set forth under “Final Terms” above. Some numbers appearing in the examples below have been rounded for
ease of analysis. All payments on the securities are subject to our credit risk. The below examples are based on the following terms*:
Investment term: |
3 years |
|
|
Call payments: |
The call payment will be an amount in cash per face amount for each calculation day, as follows: |
|
Call Payment |
|
·
1st calculation day: $1,175.50
·
2nd calculation day: $1,263.25
·
3rd calculation day: $1,351.00
·
4th calculation day: $1,438.75
·
Final calculation day: $1,526.50 |
|
|
Hypothetical starting price: |
$100.00 |
|
|
Hypothetical threshold price: |
$90.00, which is 90% of the hypothetical starting price |
* The hypothetical starting price of $100 for the underlying
stock has been chosen for illustrative purposes only and does not represent the actual starting price of the underlying stock. The actual
starting price and threshold price are set forth on the cover of this pricing supplement. For historical data regarding the actual closing
prices of the underlying stock, see the historical information set forth herein.
Automatic Call:
Example 1 — the securities are called following
the second calculation day
Date |
Stock Closing Price |
Payment (per Security) |
1st Calculation day |
$80.00 (below the starting price) |
-- |
2nd Calculation day |
$150.00 (at or above the starting price) |
$1,263.25 |
In this example, on the first calculation day, the stock closing price
of the underlying stock is below the starting price. Therefore, the securities are not called. On the second calculation day, the stock
closing price of the underlying stock is at or above the starting price. Therefore, the securities are automatically called on the second
call settlement date. Investors will receive a payment of $1,263.25 per security on the related call settlement date. No further payments
will be made on the securities once they have been called, and investors do not participate in the appreciation in the underlying stock.
How to calculate the payment investors will receive at maturity:
In the following examples, the stock closing price
of the underlying stock is below the starting price on each of the calculation days, and, consequently, the securities are not automatically
called.
Example 1 — the ending price is below the
starting price but at or above the threshold price
Date |
Stock Closing Price |
Payment (per Security) |
1st Calculation day |
$80.00 (below the starting price, securities are not called) |
-- |
2nd Calculation day |
$86.00 (below the starting price, |
-- |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
|
securities are not called) |
|
3rd Calculation day |
$60.00 (below the starting price, securities are not called) |
-- |
4th Calculation day |
$55.00 (below the starting price, securities are not called) |
|
Final Calculation day |
$92.00 (below the starting price but above the threshold price) |
$1,000.00 |
In this example, the stock closing price of the underlying
stock is below the starting price on each of the calculation days, and therefore the securities are not called. On the final calculation
day, the ending price is below the starting price but at or above the threshold price, and accordingly, investors receive a maturity payment
amount equal to the face amount of $1,000 per security, representing a 0% return over the 3-year term of the securities.
Example 2 — the ending price is below the
threshold price
Date |
Stock Closing Price |
Payment (per Security) |
1st Calculation day |
$67.00 (below the starting price, securities are not called) |
-- |
2nd Calculation day |
$60.00 (below the starting price, securities are not called) |
-- |
3rd Calculation day |
$88.00 (below the starting price, securities are not called) |
-- |
4th Calculation day |
$80.00 (below the starting price, securities are not called) |
|
Final Calculation day |
$40.00 (below the threshold price) |
|
In this example, the stock closing price of the underlying
stock is below the starting price on each of the calculation days, and therefore the securities are not called. On the final calculation
day, the ending price is below the threshold price, and accordingly, investors are exposed to the negative performance of the underlying
stock beyond 10% and will receive a maturity payment amount that is less than the face amount of the securities. The maturity payment
amount is $500.00 per security, representing a loss of 50% on your investment over the 3-year term of the securities.
If the securities are not called prior to maturity
and the ending price is below the threshold price on the final calculation day, the securities will be exposed to any decline in the stock
closing price of the underlying stock beyond 10%. You may lose up to 90% of the face amount of your securities at maturity.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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 or guarantee the return of the face
amount of your securities at maturity. The terms of the securities differ from those of ordinary debt securities in that they do not
pay interest or guarantee the return of the face amount of your securities at maturity. If the securities have not been automatically
called and if the ending price of the underlying stock is less than the threshold price, you will receive less, and up to 90% less, than
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 appreciation potential of the securities is limited to the
call payment specified for each calculation day if the underlying stock closes at or above the starting price on any calculation day.
In all cases, you will not participate in any appreciation of the underlying stock, which could be significant. |
| § | 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. may be willing to purchase or sell the securities
in the secondary market. We expect that generally the level of interest rates available in
the market and the value of the underlying stock on any day, including in relation to the
starting price and threshold price, will affect the value of the securities more than any
other factors. Other factors that may influence the value of the securities include: |
| o | the trading price and volatility (frequency and magnitude of changes in value) of the underlying stock, |
| o | geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stock or the
securities markets generally and which may affect the price of the underlying stock, |
| o | dividend rates on the underlying stock, |
| o | the time remaining until the securities mature, |
| o | interest and yield rates in the market, |
| o | the availability of comparable instruments, |
| o | the occurrence of certain events affecting the underlying stock that may or may not require an adjustment to the adjustment factor,
and |
| o | 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. Some or all of these
factors will influence the price that you will receive if you sell your securities prior to maturity. For example, you may have to sell
your securities at a substantial discount from the face amount of $1,000 per security if the price of the underlying stock at the time
of sale is near or below its threshold price or if market interest rates rise.
You cannot predict the future performance
of the underlying stock based on its historical performance. The price of the underlying stock may be, and has recently been, volatile,
and we can give you no assurance that the volatility will lessen. If the securities are not called and the ending price is less than the
threshold price, you will be exposed on a 1-to-1 basis to any decline in the ending price in excess of 10%. See “PayPal Holdings,
Inc. Overview” below.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
| § | 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 upon an automatic call or 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. |
| § | Investing in the securities is not equivalent to investing in the underlying
stock. Investing in the securities is not equivalent to investing in the underlying stock. Investors in the securities will not participate
in any positive performance of the underlying stock, and will not have voting rights or rights to receive dividends or other distributions
or any other rights with respect to the underlying stock. As a result, any return on the securities will not reflect the return you would
realize if you actually owned shares of the underlying stock and received the dividends paid or distributions made on them. |
| § | Reinvestment
risk. The term of your investment in the securities may be shortened due to the automatic
call feature of the securities. If the securities are called prior to maturity, you will
receive no further payments on the securities and may be forced to invest in a lower interest
rate environment and may not be able to reinvest at comparable terms or returns. |
| § | 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 3 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 stock, 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 |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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 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 price, the threshold price and the ending price and will calculate the amount of cash you receive at maturity. 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 factor.
These potentially subjective determinations may adversely affect the payout to you at maturity. 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 stock), including trading in the underlying stock.
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 final calculation day approaches. Some of our affiliates
also trade the underlying stock and other financial instruments related to the underlying stock 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 the underlying stock, and, therefore, could increase (i) the price at or above which the underlying stock must close
on the calculation days so that the securities are called for the call payment and (ii) the threshold price for the underlying stock,
which is the price at or above which the underlying stock must close on the final calculation day so that you do not suffer a loss on
your initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities could potentially
affect the value of the underlying stock on the calculation days, and, accordingly, whether we call the securities prior to maturity and
the amount of cash you will receive at maturity. |
| § | The maturity date may be postponed if the final calculation day is postponed.
If the scheduled final calculation day is not a trading day or if a market disruption event occurs on that day so that the final calculation
day is |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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 final
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 stock 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 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 Stock
| § | No affiliation with PayPal Holdings, Inc. PayPal Holdings, Inc. is
not an affiliate of ours, is not involved with this offering in any way, and has 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 PayPal Holdings,
Inc. in connection with this offering. |
| § | We may engage in business with or involving PayPal Holdings, Inc. without
regard to your interests. We or our affiliates may presently or from time to time engage in business with PayPal Holdings, Inc. without
regard to your interests and thus may acquire non-public information about PayPal Holdings, Inc. 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 PayPal Holdings, Inc., 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 stock. MS & Co., as calculation agent, will adjust the adjustment
factor for certain corporate events affecting the underlying stock, such as stock splits, stock dividends and extraordinary dividends,
and certain other corporate actions involving the issuer of the underlying stock, such as mergers. However, the calculation agent will
not make an adjustment for every corporate event that can affect the underlying stock. For example, the calculation agent is not required
to make any adjustments if the issuer of the underlying stock or anyone else makes a partial tender or partial exchange offer for the
underlying stock, 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 stock by the amount of such dividends. If an event occurs that does
not require the calculation agent to adjust the 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. |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
| § | 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. No assurance can be given as
to the price of the underlying stock at any time, including on the final calculation day, because historical closing prices of the underlying
stock do not provide an indication of future performance of the underlying stock. |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
PayPal
Holdings, Inc. Overview |
PayPal Holdings, Inc. is a technology platform and digital payments
company. The underlying 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 PayPal Holdings, Inc. pursuant to the Exchange Act can be located
by reference to the Securities and Exchange Commission file number 001-36859 through the Securities and Exchange Commission’s website
at www.sec.gov. In addition, information regarding PayPal Holdings, 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 underlying stock is accurate
or complete.
The following
graph sets forth the daily closing prices of the underlying stock for the period from January 1, 2019 through July 31, 2024. The closing
price of the underlying stock on July 31, 2024 was $65.78. We obtained the information in the graph below from Bloomberg Financial
Markets without independent verification. The historical closing prices of the underlying stock may have been adjusted for stock splits
and other corporate events. The historical performance of the underlying stock should not be taken as an indication of future performance,
and no assurance can be given as to the closing price of the underlying stock at any time, including on the calculation days.
Common Stock of PayPal Holdings,
Inc. Daily Closing Prices
January 1, 2019 to July 31,
2024 |
|
This document relates only to the securities referenced hereby and
does not relate to the underlying stock or other securities of PayPal Holdings, Inc. We have derived all disclosures contained in this
document regarding the underlying 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 PayPal Holdings, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly
available information regarding PayPal Holdings, 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 underlying stock (and therefore the price of the underlying stock at the time
we priced the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose
material future events concerning PayPal Holdings, 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 underlying stock.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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.
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 our determination 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.
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.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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 $25.75 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 $20.00 per
security. In addition to the selling concession allowed to WFA, WFS may 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 $3.50 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.
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.
Validity of the securities
In the opinion
of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement
have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying
prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the
related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided
that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under
the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities
and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the
letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on
Form S-3 filed by Morgan Stanley on February 26, 2024.
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
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Common Stock of PayPal Holdings, Inc. due August 5, 2027
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
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.
424B2
EX-FILING FEES
0000895421
333-275587
0000895421
2024-08-02
2024-08-02
iso4217:USD
xbrli:pure
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EX-FILING FEES
CALCULATION OF FILING FEE TABLES
S-3
MORGAN STANLEY
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $1,139,000.00. The
prospectus is a final prospectus for the related offering.
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