Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年5月18日 - 5:57AM
Edgar (US Regulatory)
Morgan Stanley Finance LLC
Structured Investments
|
Free Writing Prospectus to Preliminary Pricing Supplement No. 2,278
Filed pursuant to Rule 433
Registration Statement Nos. 333-275587; 333-275587-01
May 17, 2024 |
Market Linked Securities—Auto-Callable with Contingent
Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the
Lowest Performing of the Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and
the S&P 500® Index due June 5, 2028
Fully and Unconditionally Guaranteed by Morgan Stanley
|
Summary of terms
Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
Underlyings: |
Nasdaq-100® Technology Sector IndexSM (the “NDX Index”), Russell 2000® Index (the “RTY Index”) and the S&P 500® Index (the “SPX Index”) |
Pricing date* |
May 31, 2024 |
Original issue date* |
June 5, 2024 |
Face amount |
$1,000 per security |
Automatic call |
If, on any call date, beginning on June 5, 2025, the closing level of each underlying is greater than or equal to its starting level, the securities will be automatically called for the applicable call payment on the related call settlement date. |
Call dates* and call premiums |
Call Date |
Call Premium† |
|
June 5, 2025 |
At least 10.00% of the face amount |
|
September 5, 2025 |
At least 12.50% of the face amount |
|
December 5, 2025 |
At least 15.00% of the face amount |
|
March 5, 2026 |
At least 17.50% of the face amount |
|
June 5, 2026 |
At least 20.00% of the face amount |
|
September 8, 2026 |
At least 22.50% of the face amount |
|
December 7, 2026 |
At least 25.00% of the face amount |
|
March 5, 2027 |
At least 27.50% of the face amount |
|
June 7, 2027 |
At least 30.00% of the face amount |
|
September 7, 2027 |
At least 32.50% of the face amount |
|
December 6, 2027 |
At least 35.00% of the face amount |
|
March 6, 2028 |
At least 37.50% of the face amount |
|
†to be determined on the pricing date |
Call settlement dates |
Three business days after the applicable call date. |
Final calculation day |
May 31, 2028 |
Maturity payment amount (per security) |
· if
the ending level of each underlying is greater than or equal to its threshold level:
$1,000 + contingent fixed return;
or
· if
the ending level of any underlying is less than its threshold level:
$1,000 × performance factor
of the
lowest performing underlying
|
Contingent fixed return |
At least 8% of the face amount (at least $80 per security), to be determined on the pricing date. |
Maturity date* |
June 5, 2028 |
Starting level |
For each underlying, the closing level on the pricing date |
Ending level |
For each underlying, the closing level on the final calculation day. |
Lowest performing underlying |
The underlying with the lowest performance factor |
Performance factor |
With respect to each underlying, its ending level divided by its starting level |
Threshold level |
65% of the starting level for each underlying |
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 |
61776L6B8 |
Tax considerations |
See preliminary pricing supplement |
Hypothetical Payout Profile***
***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 level of any underlying on the final calculation day is less than its threshold level, you will lose more than 35%, and possibly
all, of the face amount of your securities at the maturity date.
Any positive return on the securities upon automatic call
will be limited to the applicable call premium and any positive return on the securities at maturity will be limited to the contingent
fixed return regardless of the extent of the appreciation of the underlyings, which may be significant. Investors will not participate
in any appreciation of any underlying.
The contingent fixed return represents a per annum rate
of return that is significantly less than the per annum rate of return represented by the call premiums. Therefore, if the securities
are not automatically called, any return on the notes will be significantly lower, on a per annum basis, than what the return on the notes
would have been upon an automatic call.
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 $947.30, 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/895421/000095010324006828/dp211275_424b2-ps2278.htm
*subject to change
** In addition, selected dealers may
receive a fee of up to 0.40% 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
and the contingent fixed return. |
| · | The contingent fixed return represents a per annum rate of return that
is significantly less than the per annum rate of return represented by the call premiums. |
| · | 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 underlyings. |
| · | 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 Underlyings
| · | You are exposed to the price risk of each underlying. |
| · | Investing in the securities exposes investors to risks associated with
investments in securities with a concentration in the technology sector. |
| · | The securities are linked to the Russell 2000® Index and
are subject to risks associated with small-capitalization companies. |
| · | Adjustments to the underlyings could adversely affect the value of the
securities. |
| · | Historical levels of the underlyings should not be taken as an indication
of the future performance of the underlyings during the term of the securities. |
For more information about the underlyings, 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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