Buffered
Jump Securities with
Auto-Callable Feature due December 19, 2024
All Payments on the Securities
Based on the Worst Performing of the Russell
2000®
Index and the S&P
500®
Index
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk
Securities
The securities offered are
unsecured obligations of Morgan Stanley Finance LLC (“MSFL”), fully
and unconditionally guaranteed by Morgan Stanley,
and have the terms described
in the accompanying product supplement, index supplement and
prospectus, as supplemented or modified by this document. The
securities do not provide for the regular payment of interest and
provide for a minimum payment at maturity of only 10% of the stated
principal amount. The securities will be automatically redeemed if
the index closing value of
each
of the Russell 2000®
Index and the S&P
500®
Index, which we refer to as the underlying
indices,
on the first determination
date, is greater than or equal to its respective initial index
value, for an early redemption payment that will correspond to a
return of at least 16.75%
per annum
(to be determined on the
pricing date), as described below. No further payments will be made
on the securities once they have been redeemed. At maturity,
if the securities have not previously been
redeemed and the final index value of
each
underlying index is
greater than
its respective initial index value,
investors will receive the stated principal amount of their
investment
plus
a return reflecting 200% of the upside performance of the worst
performing underlying index.
If the securities have not previously been
redeemed and the final index value of
either underlying index
is
less than or equal
to its respective initial index value but
neither underlying index has decreased by an amount greater than
the specified buffer amount from its respective initial index
value, investors will receive a payment at maturity of $1,000 per
$1,000 security. However, if the securities are not redeemed prior
to maturity and the final index value of
either underlying index
is
less
than its respective initial index value by an
amount greater than the specified buffer amount, investors will
lose 1% for every 1% decline beyond the specified buffer amount,
subject to the minimum payment at maturity of 10% of the stated
principal amount. Accordingly, investors
may lose up to 90% of the stated principal amount of the
securities. The securities are for investors who are
willing to risk their principal and forgo current income in
exchange for the possibility of receiving an early redemption
payment greater than the stated principal amount if each underlying
index closes at or above the respective initial index value on the
first determination date or an equity index-based return at
maturity if each underlying index closes above the respective
initial index value on the final determination date. Because all
payments on the securities are based on the worst performing of the
underlying indices, a decline of more than 10% by either underlying
index will result in a loss of your investment, even if the other
underlying index has appreciated or has not declined as
much. 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 underlying reference asset or
assets.
|
|
|
|
|
SUMMARY
TERMS
|
|
Issuer:
|
Morgan Stanley Finance
LLC
|
|
Guarantor:
|
Morgan Stanley
|
|
Underlying
indices:
|
Russell 2000®
Index (the “RTY Index”) and S&P
500®
Index (the “SPX Index”)
|
|
Aggregate principal
amount:
|
$
|
|
Stated principal
amount:
|
$1,000 per security
|
|
Issue price:
|
$1,000 per security
|
|
Pricing
date:
|
December 16, 2022
|
|
Original issue
date:
|
December 21, 2022 (3 business days after
the pricing date)
|
|
Maturity
date:
|
December 19, 2024
|
|
Early
redemption:
|
If, on the first determination date, the
index closing value of
each
underlying index is
greater than or equal
to its respective initial index value, the
securities will be automatically redeemed for the early redemption
payment on the early redemption date.
The securities will not be
redeemed early on the early redemption date if the index closing
value of either underlying index is below its respective initial
index value on the first determination date.
|
|
Early redemption
payment:
|
The early redemption payment will be an
amount in cash per stated principal amount (corresponding to a
return of at least 16.75%
per
annum, to be determined on the pricing date),
as set forth under “Determination Dates, Early Redemption Date and
Early Redemption Payment” below.
No further payments will be made on the
securities once they have been redeemed.
|
|
Determination
dates:
|
See “Determination Dates, Early Redemption
Date and Early Redemption Payment” below.
The determination dates are subject to
postponement for non-index business days and certain market
disruption events.
|
|
Early redemption
date:
|
See “Determination Dates, Early Redemption
Date and Early Redemption Payment” below. If any such day is not a
business day, the early redemption payment, if payable, will be
paid on the next business day, and no adjustment will be made to
the early redemption payment.
|
|
Payment at
maturity:
|
If the securities have not previously been
redeemed, you will receive at maturity a cash payment per security
as follows:
●If
the final index value of
each underlying
index is
greater than
its respective initial index
value:
$1,000 + ($1,000 × index percent change of
the worst performing underlying index × 200%)
●If
the final index value of
either underlying index
is
less than or equal
to its respective initial index value
but
neither underlying index has decreased by an
amount greater than the buffer amount of 10% from its respective
initial index value:
$1,000
●If
the final index value of
either underlying
index has decreased by an amount greater than
the buffer amount of 10% from its respective initial index
value:
$1,000 × (index performance factor of the
worst performing underlying index + 10%)
Under these circumstances, the
payment at maturity will be less than the stated principal amount
of $1,000. However, under no circumstances will the securities pay
less than the minimum payment at maturity of $100 per
security.
|
|
|
Terms continued on the
following page
|
|
Agent:
|
Morgan Stanley & Co. LLC (“MS &
Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See “Supplemental information regarding plan of
distribution; conflicts of interest.”
|
|
Estimated value on the pricing
date:
|
Approximately $980.20 per security, or
within $35.00 of that estimate. See “Investment Summary” beginning
on page 3.
|
|
Commissions and issue
price:
|
Price to
public(1)
|
Agent’s commissions and
fees(2)
|
Proceeds to
us(3)
|
|
Per security
|
$1,000
|
$
|
$
|
|
Total
|
$
|
$
|
$
|
(1)The
securities will be sold only to investors purchasing the securities
in fee-based advisory accounts.
(2)MS
& Co. expects to sell all of the securities that it purchases
from us to an unaffiliated dealer at a price of $ per security, for
further sale to certain fee-based advisory accounts at the price to
public of $1,000 per security. MS & Co. will not receive a
sales commission with respect to the securities. See "Supplemental
information regarding plan of distribution; conflicts of interest."
For additional information, see "Plan of Distribution (Conflicts of
Interest)" in the accompanying product
supplement.
(3)See
“Use of proceeds and hedging” on page 21.
The securities involve risks
not associated with an investment in ordinary debt securities. See
“Risk Factors” beginning on page 9.
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, index 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, index supplement and
prospectus, each of which can be accessed via the hyperlinks below.
Please also see “Additional Terms of the Securities” and
“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.
Product Supplement for
Auto-Callable Securities dated November 16,
2020
Index Supplement dated
November 16, 2020
Prospectus dated November
16, 2020