January 2023
Pricing Supplement No. 7,505
Registration Statement Nos. 333-250103;
333-250103-01
Dated January 31, 2023
Filed pursuant to Rule 424(b)(2)
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in U.S.
Equities
Market
Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk
Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the NASDAQ-100
Index® due January 29, 2024
Fully and Unconditionally
Guaranteed by Morgan Stanley
§ Linked
to the lowest performing of the S&P 500® Index, the Russell 2000® Index and the NASDAQ-100 Index®
(each referred to as an “underlying”)
§ 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 guarantee the payment of 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, index supplement and prospectus, as supplemented
or modified by this document.
§ Contingent
Coupon. The securities will pay a contingent coupon on a monthly basis until the earlier of the maturity date or automatic call if,
and only if, the closing level of the lowest performing underlying on the calculation day for that month is greater than or equal to its
coupon threshold level. However, if the closing level of the lowest performing underlying on a calculation day is less than its coupon
threshold level, you will not receive any contingent coupon for the relevant month. If the closing level of the lowest performing underlying
is less than its coupon threshold level on every calculation day, you will not receive any contingent coupons throughout the entire term
of the securities. The coupon threshold level for each underlying is equal to 75% of its starting level. The contingent coupon rate is
12.00% per annum.
§ Automatic
Call. Beginning after six months, the securities will be automatically called if the closing level of each underlying on any of the
calculation days (other than the final calculation day) is greater than or equal to its respective starting level for a cash payment equal
to the face amount plus a final contingent coupon payment. No further payments will be made on the securities once they have been
called.
§ Potential
Loss of Principal. If the securities are not automatically called, you will receive the face amount at maturity if, and only if, the
closing level of each underlying on the final calculation day is greater than or equal to its respective downside threshold level. If
the closing level of any underlying on the final calculation day is less than its respective downside threshold level, investors will
be fully exposed to the decline in the lowest performing underlying on a 1-to-1 basis, and will receive a maturity payment amount that
is less than 75% of the face amount of the securities and could be zero.
§ Accordingly,
investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving
any contingent coupon payments throughout the entire term of the securities.
§ Because
all payments on the securities are based on the lowest performing underlying, a decline beyond the respective coupon threshold level or
respective downside threshold level of any underlying will result in no contingent coupon payments or a significant loss of your investment,
as applicable, even if the other underlyings have appreciated or have not declined as much.
§ The
securities are for investors who are willing to risk their principal based on the lowest performing of three underlyings and who seek
an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no contingent coupon payments
over the entire term of the securities.
§ Investors
will not participate in any appreciation of any underlying.
§ 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 any of the underlyings. |
The current estimated value of the securities is
$992.60 per security. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and
assumptions relating to the underlyings, instruments based on the underlyings, 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 11. 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, 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 for principal at risk securities, index supplement and prospectus, each of which can be accessed via the hyperlinks
below. 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 |
$8.25 |
$991.75 |
Total |
$4,420,000 |
$36,465 |
$4,383,535 |
| (1) | Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $8.25 for each security it sells.
Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $7.50 per security, and WFA may
receive a distribution expense fee of $0.75 for each security sold by WFA. 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 $1.00 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 June 30, 2022 Index
Supplement dated November 16, 2020 Prospectus
dated November 16, 2020
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
Final Terms |
Issuer: |
Morgan Stanley Finance LLC |
Guarantor: |
Morgan Stanley |
Maturity
date: |
January 29, 2024, subject to postponement if the final calculation day is postponed |
Underlyings: |
S&P 500® Index (the “SPX Index”), Russell 2000® Index (the “RTY Index”) and the NASDAQ-100 Index® (the “NDX Index”) |
Contingent
coupon payment: |
On each contingent coupon payment date, you will
receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the closing level
of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold level. Each “contingent
coupon payment”, if any, will be calculated per security as follows: ($1,000 × contingent coupon rate) / 12. Any contingent
coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
If the closing level of the lowest performing
underlying on any calculation day is less than its coupon threshold level, you will not receive any contingent coupon payment on the related
contingent coupon payment date. If the closing level of the lowest performing underlying is less than its coupon threshold level on all
monthly calculation days, you will not receive any contingent coupon payments over the term of the securities. |
Contingent
coupon payment dates: |
Three business days after the applicable calculation day.* |
Contingent
coupon rate: |
The “contingent coupon rate” is 12.00% per annum. |
Automatic
call: |
The securities are not subject to automatic call
until approximately six months after the original issue date. Following this 6-month non-call period, if, on any calculation day (other
than the final calculation day), beginning in July 2023, the closing level of each underlying is greater than or equal to its respective
starting level, the securities will be automatically called for a cash payment per security equal to the face amount plus a final
contingent coupon payment on the related call settlement date.
The securities will not be automatically called
on any call settlement date if the closing level of any underlying is below its respective starting level on the related calculation day.
Any positive return on the securities will
be limited to the contingent coupon payments, if any, even if the closing level of any underlying on the applicable calculation day significantly
exceeds its starting level. You will not participate in any appreciation of any underlying. |
Calculation
days: |
Monthly, on the 24th of each month, commencing in February 2023 and ending on the final calculation day. We also refer to the January 2024 calculation day as the final calculation day.** |
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 equal to the maturity payment amount (in addition to
the final contingent coupon payment, if payable). The “maturity payment amount” per security will equal:
· if
the closing level of each underlying on the final calculation day is greater than or equal to its respective downside threshold
level:
$1,000; or
· if
the closing level of any underlying on the final calculation day is less than its respective downside threshold level:
$1,000 × performance factor of
the lowest performing underlying on the final calculation day
Under these circumstances, you will lose more than 25%, and possibly
all, of your investment. |
Lowest
performing |
On any calculation day, the underlying with the lowest performance factor on that calculation day |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
underlying: |
|
Performance
factor: |
With respect to each underlying, on any calculation day, the closing level on such calculation day divided by the starting level |
Starting
level: |
With respect to the S&P 500®
Index: 4,076.60, its closing level on the pricing date.
With respect to the Russell 2000®
Index: 1,931.945, its closing level on the pricing date.
With respect to the NASDAQ-100 Index®:
12,101.93, its closing level on the pricing date. |
Coupon
threshold level: |
With respect to the S&P 500® Index: 3,057.45, which
is equal to 75% of its starting level.
With respect to the Russell 2000® Index: 1,448.95875,
which is equal to approximately 75% of its starting level.
With respect to the NASDAQ-100 Index®: 9,076.4475, which
is equal to approximately 75% of its starting level. |
Downside
threshold level: |
With respect to the S&P 500® Index: 3,057.45, which
is equal to 75% of its starting level.
With respect to the Russell 2000® Index: 1,448.95875,
which is equal to approximately 75% of its starting level.
With respect to the NASDAQ-100 Index®: 9,076.4475, which
is equal to approximately 75% of its starting level. |
Face
amount: |
$1,000 per security. References in this document to a “security” are to a security with a face amount of $1,000. |
Pricing
date: |
January 31, 2023 |
Original
issue date: |
February 3, 2023 (3 business days after the pricing date) |
CUSIP
/ ISIN: |
61774TKG6 / US61774TKG66 |
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—Payment
Dates” in the accompany product supplement
for principal at risk securities.
** Subject to postponement pursuant to “General Terms of the
Securities—Consequences of a Market Disruption Event;
Postponement of a Calculation Day” in the accompany product supplement
for principal at risk securities.
|
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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 $992.60.
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 underlyings. The estimated value of
the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments
based on the underlyings, 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
contingent coupon rate, the coupon threshold levels and the downside threshold levels, 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 underlyings, 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 underlyings, 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 Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
The Principal at Risk Securities Linked to the Lowest Performing of
the S&P 500® Index, the Russell 2000® Index and the NASDAQ-100® Index due January 29,
2024 (the “securities”) may be appropriate for investors who:
| § | Seek an investment with contingent coupon payments at a rate of 12.00% per
annum until the earlier of the maturity date or automatic call, if, and only if, the closing level of each underlying on the applicable
monthly calculation day is greater than or equal to 75% of its starting level; |
| § | Understand that if the closing level of any underlying on the final calculation
day has declined by more than 25% from its starting level, they will be fully exposed to the decline in the lowest performing underlying
from its starting level and will lose more than 25%, and possibly all, of the face amount of their securities at maturity; |
| § | Are willing to accept the risk that they may receive few or no contingent
coupon payments over the term of the securities; |
| § | Understand that the securities may be automatically called prior to the maturity
date and that the term of the securities may be as short as approximately six months; |
| § | Understand that the return on the securities will depend solely on the performance
of the underlying that is the lowest performing underlying on each calculation day and that they will not benefit in any way from the
performance of the better performing underlyings; |
| § | Understand that the securities are riskier than alternative investments linked
to only one of the underlyings or linked to a basket composed of each underlying; |
| § | Understand and are willing to accept the full downside risks of each underlying;
|
| § | Are willing to forgo participation in any appreciation of any underlying,
fixed interest payments on the securities and dividends on securities included in the underlyings; 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; |
| § | Seek a security with a fixed term; |
| § | Are unwilling to accept the risk that the closing level of any underlying
on the final calculation day may decline by more than 25% from its respective starting level to its closing level on the final calculation
day, in which case they will lose a significant portion or all of their investment; |
| § | Are unwilling to accept the risk of exposure to each of the underlyings; |
| § | Seek exposure to a basket composed of each underlying or a similar investment
in which the overall return is based on a blend of the performances of the underlyings, rather than solely on the lowest performing underlying; |
| § | Seek exposure to the upside performance of any or each underlying; |
| § | 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 underlyings, please see the sections titled “S&P 500® Index Overview,” “Russell
2000® Index Overview” and “NASDAQ-100 Index® Overview” below.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
Determining Payment on a Contingent Coupon Payment Date and on the Maturity Date |
If the securities have not been previously automatically
called, on each monthly contingent coupon payment date, you will either receive a contingent coupon payment or you will not receive a
contingent coupon payment, depending on the closing level of the lowest performing underlying on the related monthly calculation day.
Step 1: Determine which underlying is the
lowest performing underlying on the relevant determination. The lowest performing underlying on any calculation day is the underlying
with the lowest performance factor on that calculation day. The performance factor of an underlying on a calculation day is its closing
level on that calculation day as a percentage of its starting level (i.e., its closing level on that calculation day divided by
its starting level).
Step 2: Determine whether a contingent
coupon payment is paid on the applicable contingent coupon payment date based on the closing level of the lowest performing underlying
on the relevant calculation day, as follows:
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
On the maturity date, if the securities have not
been automatically called prior to the maturity date, you will receive (in addition to the final contingent coupon payment, if any) a
cash payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine which underlying is the
lowest performing underlying on the final calculation day. The lowest performing underlying on the final calculation day is the underlying
with the lowest performance factor on the final calculation day. The performance factor of an underlying on the final calculation day
is its closing level as a percentage of its starting level (i.e., its closing level on the final calculation day divided by its
starting level).
Step 2: Calculate the maturity payment
amount based on the closing level of the lowest performing underlying on the final calculation day, as follows:
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
Scenario Analysis and Examples of Hypothetical Payments on the Securities |
The following hypothetical examples
illustrate how to determine whether a contingent coupon payment is paid with respect to a calculation day and how to calculate the payment
at maturity, if any, if the securities have not been automatically called. The following examples are for illustrative purposes only.
Whether you receive a contingent coupon payment will be determined by reference to the closing level of each underlying on each calculation
day, and the amount you will receive at maturity, if any, will be determined by reference to the closing level of each underlying on the
final calculation day. The actual starting level, coupon threshold level and downside threshold level for each underlying and the actual
contingent coupon rate are set forth under “Final Terms” above. All payments on the securities, if any, are subject to our
credit risk. The numbers in the hypothetical examples below may have been rounded for the ease of analysis. The below examples are based
on the following terms*:
Contingent coupon payment: |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the closing level of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold level. If payable, the contingent coupon payment will be an amount in cash per face amount corresponding to a return of 12.00% per annum for each interest payment period for each applicable calculation day. These hypothetical examples reflect the contingent monthly coupon rate of 12.00% (corresponding to $10 per month per security**). |
Hypothetical starting level: |
With respect to the SPX Index: 100 |
|
With respect to the RTY Index: 100 |
|
With respect to the NDX Index: 100 |
|
|
Hypothetical coupon threshold level: |
With respect to the SPX Index: 75, which is 75% of its hypothetical starting level |
|
With respect to the RTY Index: 75, which is 75% of its hypothetical starting level |
|
With respect to the NDX Index: 75, which is 75% of its hypothetical starting level |
|
|
Hypothetical downside threshold level: |
With respect to the SPX Index: 75, which is 75% of its hypothetical starting level |
|
With respect to the RTY Index: 75, which is 75% of its hypothetical starting level |
|
With respect to the NDX Index: 75, which is 75% of its hypothetical starting level |
* The hypothetical starting
level of 100 for the underlyings has been chosen for illustrative purposes only and does not represent the actual starting level of any
underlying. The actual starting levels, coupon threshold levels and downside threshold levels are set forth under “Final Terms”
above. For historical data regarding the actual closing levels of the underlyings, see the historical information set forth herein.
**The actual contingent coupon
payment will be an amount determined by the calculation agent based on the actual contingent coupon rate. The hypothetical contingent
monthly coupon of $10 is used in these examples for ease of analysis.
How to determine whether a contingent coupon
payment is payable with respect to a calculation day:
Date |
SPX Index Closing Level |
RTY Index Closing Level |
NDX Index Closing Level |
Contingent Coupon Payment (per Security) |
Hypothetical Calculation Day 1 |
90 (at or above the coupon threshold level) |
125 (at or above the coupon threshold level) |
135 (at or above the coupon threshold level) |
$10 |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
Hypothetical Calculation Day 2 |
60 (below the coupon threshold level) |
90 (at or above the coupon threshold level) |
120 (at or above the coupon threshold level) |
$0 |
Hypothetical Calculation Day 3 |
90 (at or above the coupon threshold level) |
50 (below the coupon threshold level) |
110 (at or above the coupon threshold level) |
$0 |
Hypothetical Calculation Day 4 |
60 (below the coupon threshold level) |
55 (below the coupon threshold level) |
65 (below the coupon threshold level) |
$0 |
On hypothetical calculation day 1, the closing level of each underlying
is at or above the respective coupon threshold level. Therefore, a contingent coupon payment of $10 is paid on the relevant contingent
coupon payment date.
On each of hypothetical calculation days 2 and 3, at least one underlying
closes at or above its respective coupon threshold level, but one or both of the other underlyings close below their respective coupon
threshold levels. Therefore, no contingent coupon payment is paid on the relevant contingent coupon payment date.
On hypothetical calculation day 4, each underlying closes below its
respective coupon threshold level, and, accordingly no contingent monthly coupon is paid on the relevant coupon payment date.
If the closing level of any underlying is less than its respective
coupon threshold level on each calculation day, you will not receive any contingent coupon payments for the entire term of the securities.
How to calculate the payment investors will receive at maturity
(if the securities have not been automatically redeemed):
Starting after six months, if the closing level of each underlying
is greater than or equal to its starting level on any calculation day, the securities will be automatically called for a cash payment
per security equal to the face amount plus a final contingent coupon payment.
The examples below illustrate how to calculate the payment at maturity
if the securities have not been automatically redeemed prior to maturity
|
SPX Index Closing Level on Final Calculation Day |
RTY Index Closing Level on Final Calculation Day |
NDX Index Closing Level on Final Calculation Day |
Maturity Payment Amount (per Security)
|
Example 1: |
150 (at or above its downside threshold level and coupon threshold level) |
140 (at or above its downside threshold level and coupon threshold level) |
142 (at or above its downside threshold level and coupon threshold level) |
$1,010 (the face amount plus the final contingent coupon payment) |
Example 2: |
125 (at or above its downside threshold level) |
40 (below its downside threshold level) |
120 (at or above its downside threshold level) |
$1,000 × (40 / 100) = $400 |
Example 3: |
20 (below its downside threshold level) |
80 (at or above its downside threshold level) |
120 (at or above its downside threshold level) |
$1,000 × (20 / 100) = $200 |
Example 4: |
45 (below its downside threshold level) |
50 (below its downside threshold level) |
20 (below its downside threshold level) |
$1,000 × (20 / 100) = $200 |
In example 1, the closing level of each underlying on the final calculation
day is at or above its respective downside threshold level and coupon threshold level. Therefore, investors receive at maturity a cash
payment per security equal to the face amount of the securities, in addition to the final contingent coupon payment. Investors do not
participate in any appreciation in any underlying.
In example 2, the closing levels of two of the underlyings on the final
calculation day are at or above their downside threshold levels, but the closing level of the other underlying on the final calculation
day is below its respective downside threshold level. Therefore, investors are exposed to the downside performance of the lowest performing
underlying at maturity. The SPX Index has increased 25% from its starting level to its closing level on the final calculation day, the
RTY Index has declined 60% from its starting level to its closing level on the final calculation day and the NDX Index has increased 20%
from its starting level to its closing level on the final calculation day. Therefore, investors receive at maturity an amount equal to
the face amount times the performance factor of the RTY Index, which is the lowest performing underlying in this example.
In example 3, the closing levels of two of the underlyings on the final
calculation day are at or above their downside threshold levels and the closing level of the other underlying on the final calculation
day is below its respective downside threshold level. Therefore,
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
investors are exposed to the downside performance of the lowest performing
underlying at maturity. The SPX Index has declined 80% from its starting level to its closing level on the final calculation day, the
RTY Index has declined 20% from its starting level to its closing level on the final calculation day and the NDX Index has increased 20%
from its starting level to its closing level on the final calculation day. Therefore, investors receive at maturity an amount equal to
the face amount the performance factor of the SPX Index, which is the lowest performing underlying in this example.
In example 4, the closing level of each underlying on the final calculation
day is below its respective downside threshold level, and investors receive at maturity an amount equal to the face amount times the
performance factor of the lowest performing underlying. The SPX Index has declined 55% from its starting level to its closing level on
the final calculation day, the RTY Index has declined 50% from its starting level to its closing level on the final calculation day and
the NDX Index has declined 80% from its starting level to its closing level on the final calculation day. Therefore, the maturity payment
amount equals the face amount times the performance factor of the NDX Index, which is the lowest performing underlying in this
example.
If the closing level of any underlying on the final calculation
day is below its respective downside threshold level, you will be exposed to the downside performance of the lowest performing underlying
at maturity, and your maturity payment amount will be less than 75% of the face amount per security and could be zero.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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, index supplement 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 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 guarantee the
return of the face amount of your securities at maturity. If the securities have not been automatically called and if the closing level
of any underlying on the final calculation day is less than its respective downside threshold level of 75% of its starting level,
you will be exposed to the decline in the value of the lowest performing underlying, as compared to its starting level, on a 1-to-1 basis,
and you will receive for each security that you hold at maturity an amount equal to the face amount times the performance factor
of the lowest performing underlying. In this case, you will lose more than 25%, and possibly all, of the face amount of your securities
at maturity. |
| § | The securities do not provide for the regular payment of interest.
The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest.
Instead, the securities will pay a contingent coupon payment but only if the closing level of each underlying is at or above its
respective coupon threshold level on the related calculation day. If the closing level of any underlying is lower than its coupon
threshold level on the relevant calculation day for any interest period, we will pay no contingent coupon payment on the applicable contingent
coupon payment date. It is possible that the closing level of any underlying will be less than its respective coupon threshold level for
extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupon payments.
If you do not earn sufficient contingent coupon payments over the term of the securities, the overall return on the securities may be
less than the amount that would be paid on a conventional debt security of ours of comparable maturity. |
| § | The contingent coupon payment, if any, is based on the value of each underlying
on only the related monthly calculation day at the end of the related interest period. Whether the contingent coupon payment will
be paid on any contingent coupon payment date will be determined at the end of the relevant interest period based on the closing level
of each underlying on the relevant monthly calculation day. As a result, you will not know whether you will receive the contingent coupon
payments on any contingent coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon
payment is based solely on the value of each underlying on the monthly calculation days, if the closing level of any underlying on any
calculation day date is below the coupon threshold level for such underlying, you will not receive the contingent coupon payment for the
related interest period, even if the level of such underlying was at or above its respective coupon threshold level on other days during
that interest period, and even if the closing levels(s) of one or both of the other underlyings are at or above their respective coupon
threshold level(s). |
| § | Investors will not participate in any appreciation
in any underlying. Investors will not participate in any appreciation in any underlying from the starting level for such underlying,
and the return on the securities will be limited to the contingent coupon payments, if any, that are paid with respect to each calculation
day on which the closing level of each underlying is greater than or equal to its respective coupon threshold level, if any. |
| § | 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 each underlying on any day, including in relation to its respective starting level,
coupon threshold level and downside threshold level, will affect the value of the securities more than any other factors. Other factors
that may influence the value of the securities include: |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
| o | the volatility (frequency and magnitude of changes in value) of the underlyings, |
| o | whether the closing level of any underlying has been below its respective coupon threshold level on any calculation day, |
| o | geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the
underlyings or securities markets generally and which may affect the value of each underlying, |
| o | dividend rates on the securities underlying the underlyings, |
| o | the time remaining until the securities mature, |
| o | interest and yield rates in the market, |
| o | the availability of comparable instruments, |
| o | the composition of the underlyings and changes in the constituent stocks of such underlyings, 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. In particular, if any underlying
has closed near or below its coupon threshold level, and especially if any underlying has closed near or below its downside threshold
level, the market value of the securities is expected to decrease substantially, and you may have to sell your securities at a substantial
discount from the face amount of your securities.
You cannot predict the future performance
of any underlying based on its historical performance. The value of any underlying may decrease and be below the respective coupon threshold
level for such underlying on each calculation day so that you will receive no return on your investment, and any or all of the underlyings
may close below the respective downside threshold level(s) on the final calculation day so that you will lose a significant portion or
all of your initial investment in the securities. There can be no assurance that the closing level of each underlying will be at or above
the respective coupon threshold level on any calculation day so that you will receive a coupon payment on the securities for the applicable
interest period, or that it will be at or above its respective downside threshold level on the final calculation day so that you do not
suffer a significant loss on your initial investment in the securities. See “S&P 500® Index Overview,”
“Russell 2000® Index Overview” and “NASDAQ-100 Index® Overview” below.
| § | 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, on any contingent coupon payment date 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 |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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 underlyings.
Investing in the securities is not equivalent to investing in the underlyings or the component stocks or any underlying. Investors in
the securities will not participate in any positive performance of any underlying, and will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to the stocks that constitute any underlying. |
| § | 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. However, under no circumstances will the securities be called within the first six months of the term of the securities. |
| § | 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 underlyings, 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 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 |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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 levels, the coupon threshold levels and the downside threshold levels and will calculate the amount of cash you receive at maturity,
if any. 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 the selection
of a successor index or calculation of a closing level in the event of a market disruption event or discontinuance of any of the underlyings.
These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding
these types of determinations, see “General Terms of the Securities—Market Disruption Events,” “—Adjustments
to an Index,” “—Discontinuance of an Index,” “General Terms of the Securities—Consequences of a Market
Disruption Event; Postponement of a Calculation Day” and “Alternate Exchange Calculation in Case of an Event of Default”
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 underlyings or the component stocks of the underlyings), including
trading in the stocks that constitute the underlyings as well as in other instruments related to the underlyings. 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 stocks that constitute
the underlyings and other financial instruments related to the underlyings 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 level
of an underlying, and, therefore, could increase (i) the level at or above which such underlying must close on the calculation days so
that the securities are called for a cash payment equal to the face amount plus a final contingent coupon payment (depending also on the
performance of the other underlyings), (ii) the level at or above which such underlying must close on each calculation day in order for
you to earn a contingent coupon payment (depending also on the performance of the other underlyings) and (iii) the level at or above which
such underlying must close on the final calculation day so that you are not exposed to the negative performance of the lowest performing
underlying at maturity (depending also on the performance of the other underlyings). Additionally, such hedging or trading activities
during the term of the securities could potentially affect the value of any underlying on the calculation days, and, accordingly, whether
we call the securities prior to maturity, whether we pay a contingent coupon payment on the securities and the amount of cash you will
receive at maturity, if any. |
| § | 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 postponed and falls less than two business days prior to the maturity date, the maturity date of the securities will be postponed
to the second 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 |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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 underlyings to which the securities are linked.
| § | The U.S. federal income tax consequences of an investment in the securities
are uncertain. There is no direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes,
and, therefore, significant aspects of the tax treatment of the securities are uncertain. |
Please read the discussion under “Additional
Information About the Securities—Tax considerations” in this document concerning the U.S. federal income tax consequences
of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract
that provides for a coupon that will be treated as gross income to you at the time received or accrued, in accordance with your regular
method of tax accounting. Under this treatment, the ordinary income treatment of the coupon payments, in conjunction with the capital
loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences
to holders of the securities because the deductibility of capital losses is subject to limitations. We do not plan to request a ruling
from the Internal Revenue Service (the “IRS”) regarding the tax treatment of the securities, and the IRS or a court may not
agree with the tax treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the
timing and character of income or loss on the securities might differ significantly from the tax treatment described herein. For example,
under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders (as
defined below) would be required to accrue into income original issue discount on the securities every year at a “comparable yield”
determined at the time of issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent
payments on the securities) and recognize all income and gain in respect of the securities as ordinary income. The risk that financial
instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized
as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.
Non-U.S. Holders (as defined below)
should note that we currently intend to withhold on any coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate
specified by an applicable income tax treaty under an “other income” or similar provision, and will not be required to pay
any additional amounts with respect to amounts withheld.
In 2007, the U.S. Treasury Department
and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts described
in the notice, it is possible that any 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. The notice focuses on
a number of issues, the most relevant of which for holders of the securities are the character and timing of income or loss and the degree,
if any, to which income realized by non-U.S. investors should be subject to withholding tax. 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, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.
Risks Relating to the Underlyings
| § | You are exposed to the price risk of each underlying. Your return on the
securities is not linked to a basket consisting of each underlying. Rather, it will be contingent upon the independent performance of
each underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified
among all the components of the basket, you will be exposed to the risks related to each underlying. Poor performance by any underlying
over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the
other underlyings. To receive any contingent coupon payments, each underlying |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
must close at or above its respective
coupon threshold level on the applicable calculation day. In addition, if the securities have not been called and any underlying has
declined to below its respective downside threshold level as of the final calculation day, you will be fully exposed to the decline in
the lowest performing underlying over the term of the securities on a 1-to-1 basis, even if the other underlyings have appreciated or
have not declined as much. Under this scenario, the value of any such maturity payment amount will be less than 75% of the face amount
of your securities and could be zero. Accordingly, your investment is subject to the price risk of each underlying.
| § | Because
the securities are linked to the performance of the lowest performing underlying, you areexposed
to greater risks of receiving no contingent coupon payments and sustaining a significant
loss on your investment than if the securities were linked to just one underlying. The
risk that you will not receive any contingent coupon payments, or that you will suffer a
significant loss on your investment, is greater if you invest in the securities as opposed
to substantially similar securities that are linked to the performance of just one underlying.
With three underlyings, it is more likely that any underlying will close below its coupon
threshold level on any calculation day, and below its downside threshold level on the final
calculation day, than if the securities were linked to only one underlying. Therefore, it
is more likely that you will not receive any contingent coupon payments and that you will
suffer a significant loss on your investment. In addition, because each underlying must close
above its starting level on a monthly calculation day in order for the securities to be called
prior to maturity, the securities are less likely to be called on any call settlement date
than if the securities were linked to just one underlying. |
| § | The securities are linked to the Russell 2000® Index and
are subject to risks associated with small-capitalization companies. As the Russell 2000® Index is one of the underlyings,
and the Russell 2000® Index consists of stocks issued by companies with relatively small market capitalization, the securities
are linked to the value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume
and less liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than
underlyings that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization
companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially
than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel.
Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial
resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related
to their products. |
| § | Adjustments to the underlyings could adversely affect the value of the
securities. The publisher of any underlying may add, delete or substitute the stocks constituting such underlying or make other methodological
changes that could change the value of such underlying. The publisher of such underlying may discontinue or suspend calculation or publication
of such underlying at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor
underlying that is comparable to the discontinued underlying and is permitted to consider underlyings that are calculated and published
by the calculation agent or any of its affiliates. If the calculation agent determines that there
is no appropriate successor underlying on any calculation day, the determination of whether a contingent coupon payment will be
payable on the securities on the applicable contingent coupon payment date, whether the securities will be called and/or the amount payable
at maturity, if any, will be based on the value of such underlying, based on the closing prices of the stocks constituting such underlying
at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with
the formula for calculating such underlying last in effect prior to such discontinuance, as compared to the relevant starting level, coupon
threshold level or downside threshold level, as applicable (depending also on the performance of the other underlyings). |
| § | 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. No assurance can be given as to the level of the underlyings
at any time, including on the final calculation day, because historical levels of the underlyings do not provide an indication of future
performance of the underlyings. |
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
The S&P 500® Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies selected to provide
a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative
value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared to the
aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through 1943. For additional
information about the S&P 500® Index, see the information set forth under “S&P 500® Index”
in the accompanying index supplement.
The following
graph sets forth the daily closing levels of the SPX Index for the period from January 1, 2018 through January 31, 2023. The closing level
of the SPX Index on January 31, 2023 was 4,076.60. We obtained the information in the graph below from Bloomberg Financial Markets
without independent verification. The SPX Index has at times experienced periods of high volatility. You should not take the historical
levels of the SPX Index as an indication of its future performance, and no assurance can be given as to the closing level of the SPX Index
at any time, including on the calculation days.
S&P 500®
Index Daily Closing Levels
January 1, 2018 to January
31, 2023 |
|
“Standard & Poor’s®,” “S&P®,”
“S&P 500®,” “Standard & Poor’s 500” and “500” are trademarks of Standard
and Poor’s Financial Services LLC. For more information, see “S&P 500® Index” in the accompanying
index supplement.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
Russell 2000® Index Overview |
The Russell 2000® Index is an index calculated, published
and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000 companies incorporated in the U.S. and
its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000®
Index. The Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization
and represents approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the smallest 2,000
companies included in the Russell 3000® Index and represents a small portion of the total market capitalization
of the Russell 3000® Index. The Russell 2000® Index is designed to track the performance of
the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000® Index, see
the information set forth under “Russell 2000® Index” in the accompanying index supplement.
The following
graph sets forth the daily closing levels of the RTY Index for the period from January 1, 2018 through January 31, 2023. The closing level
of the RTY Index on January 31, 2023 was 1,931.945. We obtained the information in the graph below from Bloomberg Financial Markets
without independent verification. The RTY Index has at times experienced periods of high volatility. You should not take the historical
levels of the RTY Index as an indication of its future performance, and no assurance can be given as to the closing level of the RTY Index
at any time, including on the calculation days.
Russell 2000®
Index Daily Closing Levels
January 1, 2018 to January
31, 2023 |
|
The “Russell 2000® Index” is a trademark
of FTSE Russell. For more information, see “Russell 2000® Index” in the accompanying index supplement.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
NASDAQ-100 Index® Overview |
The NASDAQ-100 Index®, which is calculated, maintained
and published by Nasdaq, Inc., is a modified capitalization-weighted index of 100 of the largest and most actively traded equity securities
of non-financial companies listed on The Nasdaq Stock Market LLC. The NASDAQ-100 Index® includes companies across a variety
of major industry groups. At any moment in time, the value of the NASDAQ-100 Index® equals the aggregate value of the then-current
NASDAQ-100 Index® share weights of each of the NASDAQ-100 Index® component securities, which are based on
the total shares outstanding of each such NASDAQ-100 Index® component security, multiplied by each such security’s
respective last sale price on NASDAQ (which may be the official closing price published by NASDAQ), and divided by a scaling factor, which
becomes the basis for the reported NASDAQ-100 Index® value. For additional information about the NASDAQ-100 Index®,
see the information set forth under “NASDAQ-100 Index®” in the accompanying index supplement.
The following
graph sets forth the daily closing levels of the NDX Index for the period from January 1, 2018 through January 31, 2023. The closing level
of the NDX Index on January 31, 2023 was 12,101.93. We obtained the information in the graph below from Bloomberg Financial Markets
without independent verification. The NDX Index has at times experienced periods of high volatility. You should not take the historical
levels of the NDX Index as an indication of its future performance, and no assurance can be given as to the closing level of the NDX Index
at any time, including on the calculation days.
NASDAQ-100 Index®
Daily Closing Levels
January 1, 2018 to January
31, 2023 |
|
“Nasdaq®,” “NASDAQ-100®”
and “NASDAQ-100 Index®” are trademarks of Nasdaq, Inc. For more information, see “NASDAQ-100 Index®”
in the accompanying index supplement.
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
Additional Information About the Securities |
Minimum ticketing size
$1,000 / 1 security
Tax considerations
Due to the absence of statutory, judicial or administrative authorities
that directly address the treatment of the securities or instruments that are similar to the securities for U.S. federal income tax purposes,
no assurance can be given that the IRS or a court will agree with the tax treatment described herein. We intend to treat a security for
U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you
at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk &
Wardwell LLP, this treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable
to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible.
Tax Consequences to U.S. Holders
Assuming the treatment of the securities as set forth above 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.
Tax Basis. A U.S. Holder’s tax basis
in the securities should equal the amount paid by the U.S. Holder to acquire the securities.
Tax Treatment of Coupon Payments. Any coupon
payment on the securities should be taxable as ordinary income to a U.S. Holder at the time received or accrued, in accordance with the
U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.
Sale, Exchange or Settlement of the Securities.
Upon a sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the
amount realized on the sale, exchange or settlement and the U.S. Holder’s tax basis in the securities sold, exchanged or settled.
For this purpose, the amount realized does not include any coupon paid at settlement and may not include sale proceeds attributable to
an accrued coupon, which may be treated as a coupon payment. In general, any such gain or loss recognized should be short-term capital
gain or loss if the U.S. Holder has held the securities for one year or less at the time of the sale, exchange or settlement, and should
be long-term capital gain or loss otherwise. The ordinary income treatment of the coupon payments, in conjunction with the capital loss
treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to
holders of the securities because the deductibility of capital losses is subject to limitations.
As discussed under “United States Federal Taxation—
Possible Alternative Tax Treatments of an Investment in the Securities” in the accompanying product supplement for principal at
risk securities, alternative U.S. federal income tax treatments of the securities are possible that, if applied, could materially and
adversely affect the timing and character of income, gain or loss with respect to the securities.
Tax Consequences to Non-U.S. Holders
Although significant aspects of the tax treatment of each security
are uncertain, we intend to withhold on any coupon paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified
by an applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional
amounts with respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S.
Holder of the securities must comply with certification requirements to establish that it is not a U.S. person and is eligible for such
an exemption or reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding
the tax treatment of the securities, including the possibility of obtaining a refund of any withholding tax and the certification requirement
described above.
Section 871(m) Withholding Tax on Dividend Equivalents
As discussed in the accompanying product supplement for principal at
risk securities, Section 871(m) of the Code 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, 2025 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).
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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 Section 871(m) 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,
the issues presented by the 2007 notice described therein 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.
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 $8.25 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 $7.50 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 $1.00 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,
Morgan Stanley Finance LLC
Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due January 29, 2024
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 November 16, 2020, which is Exhibit 5-a to the Registration
Statement on Form S-3 filed by Morgan Stanley on November 16, 2020.
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 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 product supplement for principal at risk securities, 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 product
supplement for principal at risk securities, index supplement 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 June 30, 2022
Index
Supplement dated November 16, 2020
Prospectus
dated November 16, 2020
Terms used but not defined in this document are
defined in the product supplement for principal at risk securities, in the index supplement or in the prospectus.
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