These Trigger Autocallable Contingent Yield Notes (the “Securities”)
are unsecured and unsubordinated debt obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally
guaranteed by Morgan Stanley. The Securities provide a return based on the Least Performing Underlying Shares between the iShares®
Russell 2000® ETF (the “IWM Shares”) and the SPDR® S&P MidCap 400® ETF Trust
(the “MDY Shares,” and together with the IWM Shares, the “Underlying Shares”). If the Closing Prices of both
the IWM Shares and the MDY Shares (each, an “Underlying”) on a quarterly Observation Date (the “Observation Date
Closing Prices”) are equal to or greater than their respective Coupon Barriers, MSFL will make a Contingent Coupon payment with
respect to that Observation Date. However, if the Closing Price of either of the Underlying Shares is below its respective Coupon
Barrier, no coupon will accrue or be payable with respect to that Observation Date. In addition, MSFL will automatically call the Securities
early if the Observation Date Closing Prices for both the IWM Shares and the MDY Shares on any quarterly Observation Date beginning
after approximately six months (September 29, 2023) are equal to or greater than their respective Initial Underlying Prices. If the Securities
are called, MSFL will pay the principal amount plus the Contingent Coupon for that Observation Date and no further amounts will
be owed to you. If the Securities are not called prior to maturity and the Final Underlying Prices of both the IWM Shares and the MDY
Shares are equal to or greater than their Downside Thresholds (which will be the same as their respective Coupon Barriers), MSFL will
make a cash payment to you at maturity equal to the principal amount of your Securities plus the Contingent Coupon with respect
to the Final Observation Date. However, if the Final Underlying Price of either the IWM Shares or the MDY Shares is less than its
respective Downside Threshold, MSFL will pay you significantly less than the full principal amount, if anything, at maturity, resulting
in a loss on your principal amount that is proportionate to the decline in the price of the Underlying with the larger percentage decrease
from its Initial Underlying Price to its Final Underlying Price (the “Least Performing Underlying Shares”), even if the
other Underlying Shares appreciates or does not decline as much. The Securities may be appropriate for investors who seek an opportunity
for potentially enhanced income in exchange for the risk of losing their principal at maturity and the risk of receiving no Contingent
Coupons during the term of the Securities. Your return will be solely the Contingent Coupons, if any, and you will not participate in
any appreciation in either of the Underlying Shares. Because all payments on the Securities are based on the Least Performing Underlying
Shares between the IWM Shares and the MDY Shares, the fact that the Securities are linked to two Underlying Shares does not provide any
asset diversification benefits and instead means that a decline in the price beyond the relevant Coupon Barrier and Downside Threshold
of either the IWM Shares or the MDY Shares will result in no Contingent Coupon payments and a significant loss on your investment, even
if the other Underlying Shares appreciates or does not decline as much. Investing in the Securities involves significant risks. The
Issuer will not pay a quarterly Contingent Coupon if the Observation Date Closing Price for either of the Underlying Shares is below its
respective Coupon Barrier. The Issuer will not automatically call the Securities if the Observation Date Closing Price of either of the
Underlying Shares is below its respective Initial Underlying Price. You will lose a significant portion or all of your principal amount
at maturity if the Securities are not called and the Final Underlying Price of either of the Underlying Shares is below its Downside Threshold.
Generally, the higher the Contingent Coupon Rate for the Securities, the greater risk of loss on those Securities. If you sell the Securities
prior to maturity, you may receive substantially less than the principal amount even if the prices of both Underlying Shares are greater
than their respective Downside Thresholds at the time of sale.
This free writing prospectus relates to Securities linked to the Least
Performing Underlying Shares between the iShares® Russell 2000® ETF and the SPDR® S&P
MidCap 400® ETF Trust. The actual Contingent Coupon Rate and the actual Initial Underlying Prices, Coupon Barriers and
Downside Thresholds for the IWM Shares and the MDY Shares will be determined on the Trade Date. The Securities are offered at a minimum
investment of $1,000 in denominations of $10 and integral multiples thereof.
Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by a product supplement and an index supplement) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration statement, the product supplement, the index supplement
and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about
Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting EDGAR on the SEC website at.www.sec.gov.
Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering will arrange to send you the prospectus,
the product supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.
You may access the accompanying product supplement, index supplement
and prospectus on the SEC website at.www.sec.gov as follows:
You should rely only on the information incorporated by reference or
provided in this free writing prospectus or the accompanying product supplement, index supplement and prospectus. We have not authorized
anyone to provide you with different information. We are not making an offer of these Securities in any state where the offer is not permitted.
You should not assume that the information in this free writing prospectus or the accompanying product supplement, index supplement and
prospectus is accurate as of any date other than the date on the front of this document.
The Issue Price of each Security is $10. 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 Trade Date will be less than $10. We estimate that the value of each Security on the Trade Date will be approximately $9.591, or
within $0.30 of that estimate. Our estimate of the value of the Securities as determined on the Trade Date will be set forth in the final
pricing supplement.
In valuing the Securities on the Trade Date, we take into account that
the Securities comprise both a debt component and a performance-based component linked to the Underlying Shares. The estimated value of
the Securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the Underlying Shares,
instruments based on the Underlying Shares, 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.
In determining the economic terms of the Securities, including the Coupon
Barriers, the Downside Thresholds and the Contingent Coupon Rate, 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.
The price at which MS & Co. purchases the Securities in the secondary
market, absent changes in market conditions, including those related to the Underlying Shares, may vary from, and be lower than, the estimated
value on the Trade 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 7 months following
the Settlement Date, to the extent that MS & Co. may buy or sell the Securities in the secondary market, absent changes in market
conditions, including those related to the Underlying Shares, 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. currently intends, 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.
Terms |
Issuer |
Morgan Stanley Finance LLC |
Guarantor |
Morgan Stanley |
Issue Price |
$10.00 per Security. The Securities are offered at a minimum investment of 100 Securities. |
Underlying Shares |
The iShares® Russell 2000® ETF (the “IWM Shares”) and the SPDR® S&P MidCap 400® ETF Trust (the “MDY Shares”) |
Principal Amount |
$10.00 per Security |
Term |
Approximately 3 years, unless earlier called |
Automatic Call Feature |
The Securities will be called automatically if the Observation Date
Closing Prices of both the IWM Shares and the MDY Shares on any Observation Date beginning September 29, 2023 are equal to or
greater than their respective Initial Underlying Price.
If the Securities are called, MSFL will pay you the Principal Amount
plus the Contingent Coupon otherwise due for that Observation Date on the Coupon Payment Date related to such Observation Date,
and no further payments will be made on the Securities.
The Securities will not be called if the Observation Date Closing
Price of either of the Underlying Shares is below its respective Initial Underlying Price. |
Contingent Coupon |
If the Observation Date Closing Prices of both the IWM Shares and
the MDY Shares are equal to or greater than their respective Coupon Barriers on any Observation Date, we will pay you the Contingent
Coupon for that Observation Date on the relevant Coupon Payment Date.
If the Observation Date Closing Price of either the IWM Shares or
the MDY Shares is less than its Coupon Barrier on any Observation Date, the Contingent Coupon for that Observation Date will
not accrue or be payable and that Contingent Coupon payment will be lost.
Each Contingent Coupon will be a fixed amount based on equal quarterly
installments at the Contingent Coupon Rate, which is a per-annum rate. The Contingent Coupon amount of $0.1875 to $0.2125 for each Security
(based on the per-annum rate of 7.50% to 8.50%, to be determined on the Trade Date) would be applicable to each Observation Date on which
the Closing Prices of both the IWM Shares and the MDY Shares are greater than or equal to their respective Coupon Barriers.
Contingent Coupon payments on the Securities are not guaranteed.
MSFL will not pay you the Contingent Coupon for any Observation Date on which the Closing Price of either the IWM Shares or the MDY Shares
is less than its respective Coupon Barrier. |
Contingent Coupon Rate |
The Contingent Coupon Rate will be 7.50% to 8.50% per annum (to be determined on the Trade Date). |
Observation Dates |
Quarterly, callable beginning September 29, 2023. See “Observation Dates and Coupon Payment Dates” on page 6 for details. |
Trade Date |
March 29, 2023 |
Settlement Date |
March 31, 2023 |
Final Observation Date |
March 30, 2026* |
Maturity Date |
April 2, 2026* |
Coupon Payment Dates |
With respect to each Observation Date as set forth under “Observation Dates and Coupon Payment Dates” on page 6. |
Payment at Maturity (per Security) |
MSFL will pay you a cash payment on the Maturity Date linked to the
performance of the Least Performing Underlying Shares during the term of the Securities, as follows:
If the Securities have not been automatically called and the Final Underlying
Prices of both the IWM Shares and the MDY Shares are equal to or greater than their respective Downside Thresholds (which will
be the same as their respective Coupon Barriers), MSFL will pay you the $10 Principal Amount plus the Contingent Coupon with respect to
the Final Observation Date.
If the Securities have not been automatically called and the Final Underlying
Price of either the IWM Shares or the MDY Shares is less than its respective Downside Threshold, MSFL will pay you an amount
calculated as follows:
$10 × (1 + Underlying Share Return of the
Least Performing Underlying Shares)
In this case, you will lose a significant portion and could lose
all of the Principal Amount in an amount proportionate to the decline of the Least Performing Underlying Shares from the Trade Date to
the Final Observation Date, even if the other Underlying appreciates or does not decline as much. |
Observation Date Closing Price |
With respect to each of the Underlying Shares, the Closing Price of such Underlying Shares on any Observation Date. |
Least Performing Underlying Shares |
The Underlying with the larger percentage decrease from the Initial Underlying Price to the Final Underlying Price. |
Underlying Share Return |
With respect to each of the Underlying Shares,
Final Underlying Price – Initial Underlying
Price
Initial Underlying Price |
*Subject to postponement in the event of a Market Disruption Event or for non-Trading Days. See “Postponement of Determination Dates” in the accompanying product supplement. |
Initial Underlying Price |
With respect to each Underlying Shares, the Closing Price of such Underlying Shares on the Trade Date. |
Final Underlying Price |
With respect to each Underlying Shares, the Closing Price of such Underlying Shares on the Final Observation Date. |
Adjustment Factor |
For each Underlying Shares, 1.0, subject to adjustment in the event of certain corporate events affecting such Underlying Shares. |
Downside Threshold |
With respect to each of the Underlying Shares, 70% of the Initial Underlying Price of such Underlying Shares, as specified on the cover page of this free writing prospectus. |
Coupon Barrier |
With respect to each of the Underlying Shares, 70% of the Initial Underlying Price of such Underlying Shares, as specified on the cover page of this free writing prospectus. |
Record Date |
The record date for each Contingent Coupon shall be the date one business day prior to such scheduled Coupon Payment Date; provided, however, that any Contingent Coupon payable at maturity or upon an Automatic Call shall be payable to the person to whom the Payment at Maturity or the payment upon an Automatic Call, as the case may be, shall be payable. |
Trustee |
The Bank of New York Mellon |
Calculation Agent |
MS & Co. |
Observation Dates(1) and Coupon Payment Dates(2) |
Observation Dates |
Coupon Payment Dates |
6/29/2023* |
7/3/2023* |
9/29/2023 |
10/3/2023 |
12/29/2023 |
1/3/2024 |
3/28/2024 |
4/1/2024 |
6/28/2024 |
7/2/2024 |
9/30/2024 |
10/2/2024 |
12/30/2024 |
1/2/2025 |
3/31/2025 |
4/2/2025 |
6/30/2025 |
7/2/2025 |
9/29/2025 |
10/1/2025 |
12/29/2025 |
12/31/2025 |
3/30/2026
(Final Observation Date) |
Maturity Date |
* The Securities are not subject to an Automatic Call until the second
Observation Date, which is September 29, 2023.
(1) Subject to postponement in the event of a Market Disruption Event
or for non-Trading Days. See “Postponement of Determination Dates” in the accompanying product supplement.
(2) If, due to a Market Disruption Event or otherwise, any Observation
Date is postponed so that it falls less than two business days prior to the scheduled Coupon Payment Date, the Coupon Payment Date will
be postponed to the second business day following that Observation Date as postponed, provided that the Coupon Payment Date with
respect to the Final Observation Date will be the Maturity Date. No additional coupon will accrue on an account of any such postponement.
Investment Timeline |
|
|
Trade Date |
The Initial Underlying Prices, Downside Thresholds and Coupon Barriers of both the IWM Shares and the MDY Shares are determined. The Contingent Coupon Rate is set. |
|
|
Quarterly (callable after approximately
six months)
|
If the Observation Date Closing Prices of both the IWM Shares
and the MDY Shares are equal to or greater than their respective Coupon Barriers on any Observation Date, MSFL will pay you a Contingent
Coupon on the Coupon Payment Date. However, if the Observation Date Closing Price of either of the Underlying Shares is below its
Coupon Barrier, no coupon will be payable on the related Coupon Payment Date.
If the Observation Date Closing Prices of both the IWM Shares
and the MDY Shares are equal to or greater than their respective Initial Underlying Prices on any Observation Date beginning on
September 29, 2023, the Securities will be called and MSFL will pay you a cash payment per Security equal to the Principal Amount plus
the Contingent Coupon otherwise due for that Observation Date, and no further payments will be made on the Securities. |
|
|
Maturity Date |
The Final Underlying Prices are determined as of the Final Observation
Date.
If the Securities have not been called and the Final Underlying Prices
of both the IWM Shares and the MDY Shares are equal to or greater than their respective Downside Thresholds (which will be the
same as their respective Coupon Barriers), MSFL will pay you the $10 Principal Amount plus the Contingent Coupon with respect to
the Final Observation Date.
However, if the Final Underlying Price of either the IWM Shares or
the MDY Shares is less than its respective Downside Threshold, MSFL will pay you an amount calculated as follows:
$10 × (1 + Underlying Share Return of the Least Performing Underlying
Shares) per Security
This amount will be significantly less than the $10 Principal
Amount by an amount proportionate to the negative Underlying Share Return of the Least Performing Underlying Shares, and you could lose
your entire investment. |
Investing
in the Securities involves significant risks. You may lose YOUR ENTIRE principal amount. Any payment on the Securities is subject to
OUR creditworthiness. If we were to default on our payment obligations, you may not receive any amounts owed to you under the Securities
and you could lose your entire investment.
The Issuer
will not pay a quarterly Contingent Coupon if the Observation Date Closing Price for either of the Underlying Shares is below its respective
Coupon Barrier. The Issuer will not automatically call the Securities if the Observation Date Closing Price of either of the Underlying
Shares is below its respective Initial Underlying Price. You will lose a significant portion or all of your principal amount at maturity
if the Securities are not called and the Final Underlying Price of either of the Underlying Shares is below its RESPECTIVE Downside Threshold.
An investment in the Securities involves significant risks. The material
risks that apply to the Securities are summarized here, but we urge you to also read the “Risk Factors” section of the accompanying
prospectus and product supplement. You should also consult your investment, legal, tax, accounting and other advisers before you invest
in the Securities.
Risks Relating to an Investment in the Securities
| t | The
Securities do not guarantee the payment of regular interest or the return of any principal. The terms of the Securities differ from
those of ordinary debt securities in that the Securities do not guarantee the payment of regular interest or the return of any of the
Principal Amount at maturity. Instead, if the Securities have not been called prior to maturity and if the Final Underlying Price of
either the IWM Shares or the MDY Shares is less than its respective Downside Threshold, you will be exposed to the decline in
the price of the Least Performing Underlying Shares from its Initial Underlying Price to its Final Underlying Price, on a 1-to-1 basis,
resulting in a significant loss of your initial investment that is proportionate to the decline of the Least Performing Underlying Shares
over the term of the Securities, even if the other Underlying appreciates or does not decline as much. You could lose your entire
Principal Amount. |
| t | The Contingent Coupon is based solely on the Observation Date Closing Prices.
Whether the Contingent Coupon will be paid with respect to an Observation Date will be based on the Observation Date Closing Prices
of both Underlying Shares. As a result, you will not know whether you will receive the Contingent Coupon with respect to any Coupon Payment
Date until the related Observation Date. Moreover, because the Contingent Coupon is based solely on the Observation Date Closing Prices
on a specific Observation Date, if the Observation Date Closing Price of either the IWM Shares or the MDY Shares is less than its respective
Coupon Barrier, you will not receive any Contingent Coupon with respect to such Observation Date, even if the Closing Prices of the Underlying
Shares were higher on other days during the term of the Securities. |
| t | You will not receive any Contingent Coupon for any quarterly period where
the Observation Date Closing Price of either the IWM Shares or the MDY Shares is less than or equal to its Coupon Barrier. A Contingent
Coupon will be paid with respect to a quarterly period only if the Observation Date Closing Prices of both the IWM Shares and the MDY
Shares are greater than or equal to their respective Coupon Barriers. If the Observation Date Closing Prices of either of the
Underlying Shares is below its respective Coupon Barrier, the Issuer will not pay you a Contingent Coupon for that quarterly period. If,
on each Observation Date over the term of the Securities, either the IWM Shares or the MDY Shares closes below its respective Coupon Barrier,
you will not receive any Contingent Coupons during the 3-year term of the Securities. |
| t | Investors
will not participate in any appreciation in the price of either of the Underlying Shares. Investors will not participate in any appreciation
in the price of either of the Underlying Shares from their respective Initial Underlying Prices, and the return on the Securities will
be limited to the Contingent Coupon, if any, that is paid with respect to each Observation Date on which the Observation Date Closing
Prices of both the IWM Shares and the MDY Shares are greater than or equal to their respective Coupon Barriers prior to maturity or an
Automatic Call. The return on the Securities will be limited to the Contingent Coupons, if any, regardless of the appreciation of either
of the Underlying Shares, which could be significant. It is possible that, on most or all of the Observation Dates, the Closing Price
of either of the Underlying Shares could be below its respective Coupon Barrier so that you may receive few or no Contingent Coupons.
In addition, if the Securities are not called prior to maturity, you may be exposed to the full downside market risk of the Least Performing
Underlying Shares and lose a significant portion or all of your investment despite not being able to participate in any potential appreciation
of either of the Underlying Shares. If you do not earn sufficient Contingent Coupons 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. |
| t | You
may incur a loss on your investment if you are able to sell your Securities prior to maturity. The Downside Thresholds are considered
only at maturity. If you are able to sell your Securities in the secondary market prior to maturity, you may have to sell them at a loss
relative to your initial investment even if the Closing Prices of both Underlying Shares are above their respective Downside Thresholds
at that time. If you hold the Securities to maturity and the Securities have not been called, MSFL will either repay you the full principal
amount per Security (possibly in addition to the Contingent Coupon for the Final Observation Date), if the Final Underlying Prices of
both the IWM Shares and the MDY Shares are equal to or greater than their respective Downside Thresholds, or if either of the Underlying
Shares closes below its respective Downside Threshold on the Final Observation Date, MSFL will repay significantly less than the Principal
Amount, if anything, at maturity, resulting in a loss on your Principal Amount that is proportionate to the decline in the price of the
Least Performing Underlying Shares from the Trade Date to the Final Observation Date. |
| t | Early redemption risk. The term of your investment in the Securities
may be limited to as short as six months by the Automatic Call feature of the Securities. If the Securities are called prior to maturity,
you will not be able to receive any further Contingent Coupons for any future Observation Dates, and you may be forced to invest in a
lower interest rate environment and may not be able to reinvest at comparable terms or for similar returns. However, under no circumstances
will the Securities be redeemed in the first six months of the term of the Securities. Generally, the longer the Securities have been
outstanding, the less likely it is that they will be automatically called, because the price of at least one of the Underlying Shares
will necessarily have declined from its respective Initial Underlying Price if the Securities were not called following an Observation
Date, and there will be less time remaining until maturity in which the price(s) of such Underlying(s) can recover. |
| t | A higher Contingent Coupon Rate and/or lower Coupon Barriers and Downside
Thresholds may reflect greater expected volatility of the Underlying Shares, and greater expected volatility generally indicates an increased
risk of declines in the prices of the Underlying Shares and, potentially, a significant loss at maturity. The economic terms for the
Securities, including the Contingent Coupon Rate, the Coupon Barriers and the Downside Thresholds, are based, in part, on the expected
volatility of the Underlying Shares at the time the terms of the Securities are set. “Volatility” refers to the frequency
and magnitude of changes in the prices of the Underlying Shares. Higher expected volatility with respect to the Underlying Shares as of
the Trade Date generally indicates a greater expectation as of that date that the Final Underlying Price of either of the Underlying Shares
could ultimately be less than its Downside |
Threshold on the Final Observation
Date, which would result in a loss of a significant portion or all of the Principal Amount. At the time the terms of the Securities are
set, higher expected volatility will generally be reflected in a higher Contingent Coupon Rate and/or lower Coupon Barriers and Downside
Thresholds, as compared to otherwise comparable securities. Therefore, a relatively higher Contingent Coupon Rate, which would increase
the upside return if the Observation Date Closing Prices are greater than or equal to the Coupon Barriers on the quarterly Observation
Dates, may indicate an increased risk that the prices of the Underlying Shares will decrease substantially, which would result in few
or no Contingent Coupons and a significant loss at maturity. In addition, and as described above in "The Securities do not guarantee
the payment of regular interest or the return of any principal," in general, the higher potential return on the Securities as compared
to the return payable on our ordinary debt securities with a comparable maturity indicates the risk that you may not receive a positive
return on the Securities and may lose a significant portion or all of your investment. Further, relatively lower Downside Thresholds may
not indicate that the Securities have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside
market risk of the Underlying Shares and the potential to lose a significant portion or all of your Principal Amount at maturity.
| t | The Securities are subject to our credit risk, and any actual or anticipated
changes to our credit ratings or our 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, including Contingent Coupons, if any, and any payments upon an Automatic Call or
at maturity, and therefore you are subject to our credit risk. If we default on our obligations under the Securities, your investment
would be at risk and you could lose some or all of your investment. As a result, the market value of the Securities prior to maturity
will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings
or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the
Securities. |
| t | As a finance subsidiary, MSFL has no independent operations and will have
no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities
and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under
the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations
of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders
of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be
treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan
Stanley-issued securities. |
| t | The market price of the Securities 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. Although we expect that
generally the Closing Prices of the Underlying Shares on any day will affect the value of the Securities more than any other single factor,
other factors that may influence the value of the Securities include: |
| o | the trading price and volatility (frequency and magnitude of changes in value) of the Underlying Shares, |
| o | whether the Observation Date Closing Price of either of the Underlying Shares has been below its Coupon Barrier on any Observation
Date, |
| o | dividend rates on the stocks comprising the Share Underlying Indices, |
| o | interest and yield rates in the market, |
| o | time remaining until the Securities mature, |
| o | geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying Shares or the
constituent stocks of the Share Underlying Indices or equities markets generally and which may affect the Final Underlying Prices, |
| o | the occurrence of certain events affecting either of the Underlying Shares that may or may not require an adjustment to its composition,
and |
| o | any actual or anticipated changes in our credit ratings or credit spreads. |
Some or all of these factors will influence
the terms of the Securities at the time of issuance and the price that you will receive if you sell your Securities prior to maturity,
as the Securities are comprised of both a debt component and a performance-based component linked to the Underlying Shares, and these
are the types of factors that also generally affect the values of debt securities and derivatives linked to the Underlying Shares. 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. The price of each of the Underlying Shares may be, and each has recently been, extremely volatile, and we can give you no assurance
that the volatility will lessen. See “Historical Information” below. You may receive less, and possibly significantly less,
than the Principal Amount per Security if you try to sell your Securities prior to maturity.
| t | Investing in the Securities is not equivalent to investing in the Underlying
Shares. Investing in the Securities is not equivalent to investing in either of the Underlying Shares or the component stocks of either
of the Underlying Shares. Investors in the Securities will not have voting rights or rights to receive dividends or other distributions
or any other rights with respect to stocks that constitute the Underlying Shares. Further, you will not participate in any potential appreciation
of either of the Underlying Shares even though you may be exposed to its full decline at maturity. |
| t | 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 Issue Price reduce the
economic terms of the Securities, cause the estimated value of the Securities to be less than the Issue Price 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 Issue Price, because secondary |
market prices will exclude the issuing,
selling, structuring and hedging-related costs that are included in the Issue Price 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 Issue Price 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 7 months following
the Settlement Date, to the extent that MS & Co. may buy or sell the Securities in the secondary market, absent changes in market
conditions, including those related to the Underlying Shares, 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.
| t | 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 Trade 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 free writing prospectus 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 of
the Securities will be influenced by many unpredictable factors” above. |
| t | 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. currently intends, but is not obligated, to make a market in 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. Because we do not expect
that other broker-dealers will 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. is willing to transact. If, at any time, MS &
Co. 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. |
| t | Hedging and trading activity by our affiliates could potentially 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 to other instruments linked to the Underlying Shares), including trading in the Underlying Shares or the stocks
that constitute the Share Underlying Indices, in futures or options contracts on the Underlying Shares, the Share Underlying Indices or
the constituent stocks of the Share Underlying Indices, as well as in other instruments related to the Underlying Shares or the Share
Underlying Indices. 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 Observation Date approaches. MS &
Co. and some of our other affiliates also trade the Underlying Shares or the stocks that constitute the Share Underlying Indices, in futures
or options contracts on the Underlying Shares, the Share Underlying Indices or the constituent stocks of the Share Underlying Indices
and other financial instruments related to the Underlying Shares 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 Trade Date could potentially increase the Initial Underlying Price, and,
as a result, the Coupon Barrier of either of the Underlying Shares, which is the price at or above which such Underlying Shares must close
on each Observation Date in order for you to earn a Contingent Coupon, and the Downside Threshold of either of the Underlying Shares,
which if the Securities are not called prior to maturity, is the price at or above which such Underlying Shares must close on the Final
Observation Date in order for you to avoid being exposed to the negative performance of the Least Performing Underlying Shares at maturity
(in each case, depending also on the performance of the other Underlying Shares). Additionally, such hedging or trading activities during
the term of the Securities could potentially affect the prices of the Underlying Shares on the Observation Dates and, accordingly, whether
the Contingent Coupon is payable or whether the Securities are automatically called prior to maturity and, if the Securities are not called
prior to maturity, the payout to you at maturity, if any (in each case, depending also on the performance of the other Underlying Shares). |
| t | The Calculation Agent, which is our affiliate, will make determinations
with respect to the Securities. As Calculation Agent, MS & Co. will determine the Initial Underlying Prices, the Coupon Barriers,
the Downside Thresholds, the Observation Date Closing Prices and the Final Underlying Price of each of the Underlying Shares, whether
a Contingent Coupon is payable with respect to each Observation Date, whether a Market Disruption Event has occurred and the payment that
you will receive upon a call or 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 nonoccurrence of
Market Disruption Events. These potentially subjective determinations may affect the payout to you upon a call or at maturity, if any.
For further information regarding these types of determinations, see “Description of Auto-Callable Securities—Postponement
of Determination Dates,” “—Discontinuance of the Underlying Shares of an Exchange-Traded Fund and/or Share Underlying
Index; Alteration of Method of Calculation” and “—Calculation Agent and Calculations” in the accompanying product
supplement. In addition, MS & Co. has determined the estimated value of the Securities on the Trade Date. |
| t | 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 “What
Are the Tax Consequences of the Securities” in this free writing prospectus 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 Underlying Shares
| t | You are exposed to the market risk of both Underlying Shares. Your
return on the Securities is not linked to a basket consisting of the Underlying Shares. Rather, it will be contingent upon the independent
performance of each of the IWM Shares and the MDY Shares. Unlike an instrument with a return linked to a basket of underlying assets,
in which risk is mitigated and diversified among all of the components of the basket, you will be exposed to the risks related to both
the IWM Shares and the MDY Shares. Poor performance by either of the Underlying Shares over the term of the Securities may negatively
affect your return and will not be offset or mitigated by positive performance by the other Underlying Shares. For the Securities to be
automatically called or to receive any Contingent Coupon payment or contingent repayment of principal at maturity from MSFL, both Underlying
Shares must close at or above their respective Initial Underlying Prices, Coupon Barriers or Downside Thresholds, respectively, on the
applicable Observation Date or Final Observation Date, as applicable. In addition, if not called prior to maturity, you may incur a loss
proportionate to the negative return of the Least Performing Underlying Shares even if the other of the Underlying Shares appreciates
during the term of the Securities. Accordingly, your investment is subject to the market risk of both Underlying Shares. Additionally,
movements in the prices of the Underlying Shares may be correlated or uncorrelated at different times during the term of the Securities,
and such correlation (or lack thereof) could have an adverse effect on your return on the Securities. For example, the likelihood that
one of the Underlying Shares will close below its Coupon Barrier on an Observation Date or below its Downside Threshold on the Final Observation
Date will increase when the movements in the prices of the Underlying Shares are uncorrelated. This results in a greater potential for
a Contingent Coupon to not be paid during the term of the Securities and for a significant loss of principal at maturity if the Securities
are not previously called. If the performance of the Underlying Shares is not correlated or is negatively correlated, the risk of not
receiving a Contingent Coupon and of incurring a significant loss of principal at maturity is greater. In addition, correlation generally
decreases for each additional Underlying Shares to which the Securities are linked, resulting in a greater potential for a significant
loss of principal at maturity. |
| t | Because
the Securities are linked to the performance of the least performing between the IWM Shares and the MDY Shares, you are exposed to greater
risk of receiving no Contingent Coupon payments or sustaining a significant loss on your investment than if the Securities were linked
to just the IWM Shares or just the MDY Shares. The risk that you will not receive any Contingent Coupons and/or lose a significant
portion or all of your initial investment in the Securities is greater if you invest in the Securities as opposed to substantially similar
securities that are linked to the performance of just the IWM Shares or just the MDY Shares. With two Underlying Shares, it is more likely
that either of the Underlying Shares will close below its Coupon Barrier on the quarterly Observation Dates or below its Downside Threshold
on the Final Observation Date than if the Securities were linked to only one of the Underlying Shares, and therefore it is more likely
that you will not receive any Contingent Coupons or will receive an amount in cash significantly less than the principal amount on the
Maturity Date. |
| t | The Securities are linked to the iShares® Russell 2000® ETF
and are subject to risks associated with small-capitalization companies. The iShares® Russell 2000® ETF
tracks the performance of the Russell 2000® Index, which is linked to stocks issued by companies with relatively small
market capitalization. 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 indices 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.
| t | The
Securities are linked to the SPDR® S&P MidCap 400® ETF Trust and are subject to the risks associated
with mid-capitalization companies. The SPDR® S&P MidCap 400® ETF Trust is composed of equity securities
issued by companies that are considered mid-capitalization companies. These equity securities often have greater stock price volatility,
lower trading volume and less liquidity than the equity securities of large-capitalization companies, and are more vulnerable to adverse
business and economic developments than those of large capitalization companies. In addition, mid-capitalization companies are typically
less established and less stable financially than large-capitalization companies. These companies 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. Therefore, the SPDR® S&P MidCap
400® ETF Trust may be more volatile than it would be if it were composed of equity securities issued by large-capitalization
companies. |
| t | Governmental regulatory actions could result in material changes to the
composition of the Underlying Shares and could negatively affect your return on the Securities. Governmental regulatory actions,
including but not limited to sanctions-related actions by the U.S. or foreign governments, could make it necessary or advisable for there
to be material changes to the composition of the Underlying Shares, depending on the nature of such governmental regulatory actions and
the Underlying Shares constituent stocks that are affected. If any governmental regulatory action results in the removal of Underlying
Shares constituent stocks that have (or historically have had) significant weights within the applicable Underlying Shares, such removal,
or even any uncertainty relating to a possible removal, could have a material and negative effect on the level of the applicable Underlying
Shares and, therefore, your return on the Securities. |
| t | Adjustments to the iShares® Russell 2000®
ETF or the SPDR® S&P MidCap 400® ETF Trust could adversely affect the value of the Securities. The
investment advisor to each of the iShares® Russell 2000® ETF and the SPDR® S&P MidCap
400® ETF Trust (BlackRock Fund Advisors for the IWM Shares and SSGA Funds Management, Inc. for the MDY Shares) seeks investment
results that correspond generally to the price and yield performance, before fees and expenses, of the relevant Share Underlying Index.
Pursuant to its investment strategy or otherwise, the investment advisor may add, delete or substitute the stocks composing the respective
Underlying Shares. Any of these actions could adversely affect the price of the respective Underlying Shares and, consequently, the value
of the Securities. The Share Underlying Index Publishers are responsible for calculating and maintaining the Share Underlying Indices.
The Share Underlying Index Publishers may add, delete or substitute the securities constituting the Share Underlying Indices or make other
methodological changes that could change the value of the Share Underlying Indices, and, consequently, the price of the Underlying Shares
and the value of the Securities. The Share Underlying Index Publishers may discontinue or suspend calculation or publication of a Share
Underlying Index at any time. In these circumstances, the Calculation Agent will have the sole discretion to substitute a Successor Index
that is comparable to the discontinued Share Underlying Index and will be permitted to consider indices that are calculated and published
by the Calculation Agent or any of its affiliates. |
| t | The adjustments to the Adjustment Factors the Calculation Agent is required
to make do not cover every corporate event that can affect the shares of the Underlying Shares. MS & Co., as Calculation
Agent, will adjust the Adjustment Factors for certain events affecting the Underlying Shares, including stock splits and reverse stock
splits. However, the Calculation Agent will not make an adjustment for every event that can affect the Underlying Shares. If an event
occurs that does not require the Calculation Agent to adjust an Adjustment Factor, the market price of the Securities may be materially
and adversely affected. The determination by the Calculation Agent to adjust, or not to adjust, an Adjustment Factor may materially and
adversely affect the market price of the Securities. |
| t | The performance and market price of each of the Underlying Shares, particularly
during periods of market volatility, may not correlate with the performance of its respective Share Underlying Index, the performance
of the component securities of such Share Underlying Index or the net asset value per share of such Underlying Shares. The Underlying
Shares do not fully replicate their respective Share Underlying Indices, and each may hold securities that are different than those included
in its respective Share Underlying Index. In addition, the performance of each of the Underlying Shares will reflect additional transaction
costs and fees that are not included in the calculation of the Share Underlying Indices. All of these factors may lead to a lack of correlation
between the performance of each of the Underlying Shares and its respective Share Underlying Index. In addition, corporate actions (such
as mergers and spin-offs) with respect to the equity securities underlying each of the Underlying Shares may impact the variance between
the performance of each of the Underlying Shares and its respective Share Underlying Index. Finally, because the shares of each of the
Underlying Shares is traded on an exchange and are subject to market supply and investor demand, the market price of one share of each
of the Underlying Shares may differ from the net asset value per share of such Underlying Shares. |
In particular, during periods of market volatility, or unusual
trading activity, trading in the securities underlying each of the Underlying Shares may be disrupted or limited, or such securities may
be unavailable in the secondary market. Under these circumstances, the liquidity of each Underlying Shares may be adversely affected,
market participants may be unable to calculate accurately the net asset value per share of each of the Underlying Shares, and their ability
to create and redeem shares of each of the Underlying Shares may be disrupted. Under these circumstances, the market price of shares of
each of the Underlying Shares may vary substantially from the net asset value per share of each underlying share or the level of its respective
Share Underlying Index.
For all of the foregoing reasons, the performance of each
of the Underlying Shares may not correlate with the performance of its respective Share Underlying Index, the performance of the component
securities of such Share Underlying Index or the net asset value per share of such Underlying Shares. Any of these events could materially
and adversely affect the prices of each of the Underlying Shares and, therefore, the value of the securities. Additionally, if market
volatility or these events were to occur on the Final Observation Date, the Calculation Agent would maintain discretion to determine whether
such market volatility or events have caused a market disruption event to occur, and
such determination would affect the payment at maturity of
the Securities. If the Calculation Agent determines that no market disruption event has taken place, the payment at maturity would be
based solely on the published Closing Price per share of each of the Underlying Shares on the Final Observation Date, even if any of the
Underlying Shares is underperforming its respective Share Underlying Index or the component securities of such Share Underlying Index
and/or trading below the net asset value per share of such Underlying Shares.
Hypothetical
Payments on the Securities at Maturity |
The examples below illustrate the payment upon a call or at maturity
for a $10 Security on a hypothetical offering of the Securities, with the following assumptions (the actual terms for the Securities will
be determined on the Trade Date; amounts may have been rounded for ease of reference):
| t | Term: Approximately 3 years |
| t | Hypothetical Initial Underlying Price: |
| t | Hypothetical Contingent Coupon Rate: 7.50% per annum (or 1.875% per quarter)
|
| t | Hypothetical Contingent Coupon: $0.1875 per quarter |
| t | Observation Dates: Quarterly, callable after approximately six months |
| t | Hypothetical Coupon Barriers: |
| o | IWM Shares: $119.00, which is 70% of the Hypothetical Initial Underlying Price of the IWM Shares |
| o | MDY Shares: $301.00, which is 70% of the Hypothetical Initial Underlying Price of the MDY Shares |
| t | Hypothetical Downside Thresholds: |
| o | IWM Shares: $119.00, which is 70% of the Hypothetical Initial Underlying Price of the IWM Shares |
| o | MDY Shares: $301.00, which is 70% of the Hypothetical Initial Underlying Price of the MDY Shares |
Example 1 — Securities are Called on the Second Observation
Date
Date |
Closing Price |
Payment (per Security) |
IWM Shares |
MDY Shares |
First Observation Date |
$126.00 (at or above Coupon Barrier) |
$331.00 (at or above Coupon Barrier) |
$0.1875 (Contingent Coupon — Not Callable) |
Second Observation Date |
$185.00 (at or above Coupon Barrier and Initial Underlying Price) |
$496.00 (at or above Coupon Barrier and Initial Underlying Price) |
$10.1875 (Settlement Amount) |
|
|
Total Payment: |
$10.375 (3.75% return) |
Both the IWM Shares and MDY Shares close above their respective Coupon
Barriers on the first Observation Date and therefore a Contingent Coupon is paid on the related Coupon Payment Date. Because both the
IWM Shares and the MDY Shares close above their respective Initial Underlying Prices on the second Observation Date (which is six months
after the Trade Date and is the first Observation Date on which the Securities are callable), the Securities are called after such Observation
Date. MSFL will pay you on the call settlement date a total of $10.1875 per Security, reflecting your principal amount plus the
applicable Contingent Coupon. When added to the Contingent Coupon payment of $0.1875 received in respect of the prior Observation Date,
MSFL will have paid you a total of $10.375 per Security for a 3.75% total return on the Securities. No further amount will be owed to
you under the Securities, and you do not participate in the appreciation of the Underlying Shares.
Example 2 — Securities are Called on the Fourth Observation
Date
Date |
Closing Price |
Payment (per Security) |
IWM Shares |
MDY Shares |
First Observation Date |
$137.00 (at or above Coupon Barrier) |
$314.00 (at or above Coupon Barrier) |
$0.1875 (Contingent Coupon — Not Callable) |
Second Observation Date |
$148.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$364.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$0.1875 (Contingent Coupon — Not Called) |
Third Observation Date |
$159.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$347.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$0.1875 (Contingent Coupon — Not Called) |
Fourth Observation Date |
$185.00 (at or above Coupon Barrier and Initial Underlying Price) |
$513.00 (at or above Coupon Barrier and Initial Underlying Price) |
$10.1875 (Settlement Amount) |
|
|
Total Payment: |
$10.75 (7.50% return) |
Both the IWM Shares and the MDY Shares close above their respective
Coupon Barriers on the first three Observation Dates and therefore a Contingent Coupon is paid on each related Coupon Payment Date. Because
both the IWM Shares and the MDY Shares close above their respective Initial Underlying Prices on the fourth Observation Date (which is
one year after the Trade Date), the Securities are called after such
Observation Date. MSFL will pay you on the call settlement date a total
of $10.1875 per Security, reflecting your principal amount plus the applicable Contingent Coupon. When added to the total Contingent
Coupon payments of $0.5625 received in respect of the prior Observation Dates, MSFL will have paid you a total of $10.75 per Security
for a 7.50% total return on the Securities. No further amount will be owed to you under the Securities, and you do not participate in
any appreciation of the Underlying Shares.
Example 3 — Securities
are NOT Called and the Final Underlying Prices of both the IWM Shares and the MDY Shares are at or above their respective Coupon Barriers
and Downside Thresholds.
Date |
Closing Price |
Payment (per Security) |
|
IWM Shares |
MDY Shares |
|
First Observation Date |
$129.00 (at or above Coupon Barrier) |
$331.00 (at or above Coupon Barrier) |
$0.1875 (Contingent Coupon — Not Callable) |
Second Observation Date |
$148.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$364.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$0.1875 (Contingent Coupon — Not Called) |
Third to Eleventh Observation Dates |
Various (all at or above Coupon Barrier; all below Initial Underlying Price) |
Various (all below Coupon Barrier and Initial Underlying Price) |
$0 (Not Called) |
Final Observation Date |
$137.00 (at or above Coupon Barrier and Downside Threshold) |
$314.00 (at or above Coupon Barrier and Downside Threshold) |
$10.1875 (Settlement Amount) |
|
|
Total Payment: |
$10.5625 (5.625% return) |
Both the IWM Shares and the MDY
Shares close above their respective Coupon Barriers on the first two Observation Dates and therefore a Contingent Coupon is paid on each
related Coupon Payment Date. On each of the third to eleventh Observation Dates, the IWM Shares closes at or above its Coupon Barrier
(but below its Initial Underlying Price) but the MDY Shares closes below its Coupon Barrier.
Therefore, no Contingent Coupon is paid on any related Coupon Payment Date. On the Final Observation Date, both the IWM Shares and the
MDY Shares close above their respective Coupon Barriers and Downside Thresholds. Therefore, at maturity, MSFL will pay you a total of
$10.1875 per Security, reflecting your principal amount plus the applicable Contingent Coupon. When added to the total Contingent
Coupon payments of $0.375 received in respect of the prior Observation Dates, MSFL will have paid you a total of $10.5625 per Security
for a 5.625% total return on the Securities over three years. You do not participate in any appreciation of the Underlying Shares.
Example 4 — Securities are NOT Called and the Final Underlying
Price of one of the Underlying Shares is below its respective Downside Threshold.
Date |
Closing Price |
Payment (per Security) |
IWM Shares |
MDY Shares |
First Observation Date |
$126.00 (at or above Coupon Barrier) |
$380.00 (at or above Coupon Barrier) |
$0.1875 (Contingent Coupon — Not Callable) |
Second Observation Date |
$155.00 (at or above Coupon Barrier; below Initial Underlying Price) |
$265.00 (below Coupon Barrier and Initial Underlying Price) |
$0 (Not Called) |
Third to Eleventh Observation Dates |
Various (all below Coupon Barrier and Initial Underlying Price) |
Various (all below Coupon Barrier and Initial Underlying Price) |
$0 (Not Called) |
Final Observation Date |
$140.00 (at or above Coupon Barrier and Downside Threshold) |
$172.00 (below Coupon Barrier and Downside Threshold) |
$10 + [$10 × Underlying Share Return
of the Least Performing Underlying Shares] =
$10 + [$10 × -60%] =
$10 - $6 =
$4 (Payment at Maturity) |
|
|
Total Payment: |
$4.1875 (-58.125% return) |
Both the IWM Shares and the MDY Shares close above their respective
Coupon Barriers on the first Observation Date, and, therefore a Contingent Coupon is paid on the related Coupon Payment Date. On the second
Observation Date, the IWM Shares closes at or above its Coupon Barrier (but below its Initial Underlying Price), but the MDY Shares closes
below its Coupon Barrier. Therefore, no Contingent Coupon is paid on the related Coupon Payment Date. On each of the third to the eleventh
Observation Dates, both the IWM Shares and the MDY Shares close below their respective Coupon Barriers and thus no Contingent Coupon is
paid on any related Coupon Payment Date. On the Final Observation Date, the IWM Shares closes above its Coupon Barrier and Downside Threshold
but the MDY Shares closes below its Coupon Barrier and Downside Threshold. Therefore, at maturity, investors are exposed to the downside
performance of the Least Performing Underlying Shares and MSFL will pay you $4 per Security, which reflects the percentage decrease of
the Least Performing Underlying Shares from the Trade Date to the Final Observation Date. When added to the Contingent Coupon payment
of $0.1875 received in respect of the prior Observation Dates, MSFL will have paid you $4.1875 per Security, for a loss on the Securities
of 58.125%.
The Securities differ from ordinary debt securities in that, among
other features, MSFL is not necessarily obligated to repay the full amount of your initial investment. If the Securities are not called
on any Observation Date, you may lose a significant portion or all of your initial investment. Specifically, if the Securities are not
called and the Final Underlying Price of either of the Underlying Shares is less than its respective Downside Threshold, you will lose
1% (or a fraction thereof) of your Principal Amount for each 1% (or a fraction thereof) that the Underlying Share Return of the Least
Performing Underlying Shares is less than zero. Any payment on the Securities, including any Contingent Coupon, payment upon an Automatic
Call or the Payment at Maturity, is dependent on
our ability to satisfy our obligations when they come due. If we
are unable to meet our obligations, you may not receive any amounts due to you under the Securities.
The Issuer will not pay a quarterly Contingent Coupon if the Observation
Date Closing Price for either of the Underlying Shares is below its respective Coupon Barrier. The Issuer will not automatically call
the Securities if the Observation Date Closing Price of either of the Underlying Shares is below its respective Initial Underlying Price.
You will lose a significant portion or all of your principal amount at maturity if the Securities are not called and the Final Underlying
Price of either of the Underlying Shares is below its respective Downside Threshold.
What
Are the Tax Consequences of the Securities? |
Prospective investors should note that the discussion under the section
called “United States Federal Taxation” in the accompanying product supplement does not apply to the Securities issued under
this free writing prospectus and is superseded by the following discussion.
The following
is a general discussion of the material U.S. federal income tax consequences and certain estate tax consequences of the ownership and
disposition of the Securities. This discussion applies only to investors in the Securities who:
| t | purchase the Securities in the original offering; and |
| t | hold the Securities as capital assets within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the “Code”). |
This discussion
does not describe all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances
or to holders subject to special rules, such as:
| t | certain financial institutions; |
| t | dealers and certain traders in securities or commodities; |
| t | investors holding the Securities as part of a “straddle,” wash
sale, conversion transaction, integrated transaction or constructive sale transaction; |
| t | U.S. Holders (as defined below) whose functional currency is not the U.S.
dollar; |
| t | partnerships or other entities classified as partnerships for U.S. federal
income tax purposes; |
| t | regulated investment companies; |
| t | real estate investment trusts; or |
| t | tax-exempt entities, including “individual retirement accounts”
or “Roth IRAs” as defined in Section 408 or 408A of the Code, respectively. |
If an entity
that is classified as a partnership for U.S. federal income tax purposes holds the Securities, the U.S. federal income tax treatment
of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding
the Securities or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences
of holding and disposing of the Securities to you.
As the law
applicable to the U.S. federal income taxation of instruments such as the Securities is technical and complex, the discussion below necessarily
represents only a general summary. The effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative
minimum tax consequences or consequences resulting from the Medicare tax on investment income. Moreover, the discussion below does not
address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.
This discussion
is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as
of the date hereof, changes to any of which subsequent to the date hereof may affect the tax consequences described herein. Persons considering
the purchase of the Securities should consult their tax advisers with regard to the application of the U.S. federal income tax laws to
their particular situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
General
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. Moreover, our counsel’s opinion is based on market conditions
as of the date of this free writing prospectus and is subject to confirmation on the Trade Date.
You should
consult your tax adviser regarding all aspects of the U.S. federal tax consequences of an investment in the Securities (including possible
alternative treatments of the Securities). Unless otherwise stated, the following discussion is based on the treatment of each Security
as described in the previous paragraph.
Tax Consequences
to U.S. Holders
This section
applies to you only if you are a U.S. Holder. As used herein, the term “U.S. Holder” means a beneficial owner of a Security
that is, for U.S. federal income tax purposes:
| t | a citizen or individual resident of the United States; |
| t | a corporation, or other entity taxable as a corporation, created or organized
in or under the laws of the United States, any state thereof or the District of Columbia; or |
| t | an estate or trust the income of which is subject to U.S. federal income taxation
regardless of its source. |
Tax
Treatment of the Securities
Assuming
the treatment of the Securities as set forth above is respected, 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. Any such gain or loss recognized should be long-term capital gain or loss
if the U.S. Holder has held the Securities for more than one year at the time of the sale, exchange or settlement, and should be short-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.
Possible Alternative Tax Treatments of an Investment in the Securities
Due to the absence of authorities that directly address the proper tax
treatment of the Securities, no assurance can be given that the IRS will accept, or that a court will uphold, the treatment described
above. In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning the Securities under Treasury regulations
governing contingent payment debt instruments (the “Contingent Debt Regulations”). If the IRS were successful in asserting
that the Contingent Debt Regulations applied to the Securities, the timing and character of income thereon would be significantly affected.
Among other things, a U.S. Holder would be required to accrue into income original issue discount on the Securities every year at a “comparable
yield” determined at the time of their issuance, adjusted upward or downward to reflect the difference, if any, between the actual
and the projected amount of any contingent payments on the Securities. Furthermore, any gain realized by a U.S. Holder at maturity or
upon a sale, exchange or other disposition of the Securities would be treated as ordinary income, and any loss realized would be treated
as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue discount and as capital loss thereafter. 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.
Other alternative
federal income tax treatments of the Securities are possible, which, if applied, could significantly affect the timing and character
of the income or loss with respect to the Securities. 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. The notice focuses
on whether to require holders of “prepaid forward contracts” and similar instruments to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these
instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange–traded
status of the instruments and the nature of the underlying property to which the instruments are linked; whether these instruments are
or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge; and appropriate transition rules and effective dates. While it is not
clear whether instruments such as the Securities would be viewed as similar to the prepaid forward contracts described in the notice,
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. 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 and
the issues presented by this notice.
Backup Withholding and Information Reporting
Backup withholding may apply in respect of payments on the Securities
and the payment of proceeds from a sale, exchange or other disposition of the Securities, unless a U.S. Holder provides proof of an applicable
exemption or a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules.
The amounts withheld under the backup withholding rules are not an additional tax and may be refunded, or credited against the U.S. Holder’s
U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. In addition, information
returns will be filed with the IRS in connection with payments on the Securities and the payment of proceeds from a sale, exchange or
other disposition of the Securities, unless the U.S. Holder provides proof of an applicable exemption from the information reporting rules.
Tax Consequences
to Non-U.S. Holders
This section
applies to you only if you are a Non-U.S. Holder. As used herein, the term “Non-U.S. Holder” means a beneficial owner of
a Security that is for U.S. federal income tax purposes:
| t | an individual who is classified as a nonresident alien; |
| t | a foreign corporation; or |
| t | a foreign estate or trust. |
The term
“Non-U.S. Holder” does not include any of the following holders:
| t | a holder who is an individual present in the United States for 183 days or
more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
|
| t | certain former citizens or residents of the United States; or |
| t | a holder for whom income or gain in respect of the Securities is effectively
connected with the conduct of a trade or business in the United States. |
Such holders
should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Securities.
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
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 the terms of the Securities and current market conditions, we expect that the Securities will not
have a delta of one with respect to any Underlying Security on the Trade Date. However, we will provide an updated determination in the
pricing supplement. Assuming that the Securities do not have a delta of one with respect to any Underlying Security, our counsel is of
the opinion that the Securities should not be Specified Securities and, therefore, should not be subject to Section 871(m).
Our determination
is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend
on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If 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.
U.S.
Federal Estate Tax
Individual
Non-U.S. Holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal
estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain
interests or powers) should note that, absent an applicable treaty exemption, the Securities may be treated as U.S.-situs property subject
to U.S. federal estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should
consult their tax advisers regarding the U.S. federal estate tax consequences of an investment in the Securities.
Backup
Withholding and Information Reporting
Information
returns will be filed with the IRS in connection with any coupon payment and may be filed with the IRS in connection with the payment
at maturity on the Securities and the payment of proceeds from a sale, exchange or other disposition. A Non-U.S. Holder may be subject
to backup withholding in respect of amounts paid to the Non-U.S. Holder, unless such Non-U.S. Holder complies with certification procedures
to establish that it is not a U.S. person for U.S. federal income tax purposes or otherwise establishes an exemption. The amount of any
backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income
tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
FATCA
Legislation
commonly referred to as “FATCA” generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including
financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence
requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction
may modify these requirements. FATCA generally applies to certain financial instruments that are treated as paying U.S.-source interest
or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable)
applies to payments of U.S.-source FDAP income and to payments of gross proceeds of the disposition (including upon retirement) of certain
financial instruments treated as providing for U.S.-source interest or dividends. Under proposed regulations (the preamble to which specifies
that taxpayers are permitted to rely on them pending finalization), no withholding will apply on payments of gross proceeds (other than
amounts treated as FDAP income). While the treatment of the Securities is unclear, you should assume that any coupon payment with respect
to the Securities will be subject to the FATCA rules. If withholding applies to the Securities, we will not be required to pay any additional
amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the potential application
of FATCA to the Securities.
The discussion
in the preceding paragraphs under “What Are the Tax Consequences of the Securities,” insofar as it purports to describe provisions
of U.S. federal income tax laws or legal conclusions with respect thereto, constitutes the full opinion of Davis Polk & Wardwell
LLP regarding the material U.S. federal tax consequences of an investment in the Securities.
The iShares® Russell 2000® ETF |
The iShares® Russell 2000® ETF, or IWM,
is an exchange-traded fund that seeks investment results that correspond generally to the price and yield performance, before fees and
expenses, of the Russell 2000® Index. The iShares® Russell 2000® ETF is managed by iShares
Trust (“iShares”), a registered investment company that consists of numerous separate investment portfolios, including the
iShares® Russell 2000® ETF. Information provided to or filed with the Securities and Exchange Commission
(the “Commission”) by iShares pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located
by reference to Commission file numbers 333-92935 and 811-09729, respectively, through the Commission’s website at.www.sec.gov.
In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents. We make no representation or warranty as to the accuracy or completeness of such information. Neither
the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding
the iShares® Russell 2000® ETF is accurate or complete. The IWM Shares are listed on The NYSE Arca Exchange
under the ticker symbol “IWM UP.”
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.
We and/or our affiliates may presently or from time to time engage in
business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect to iShares,
and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates
may publish research reports with respect to the iShares® Russell 2000® ETF. The statements in the preceding
two sentences are not intended to affect the rights of investors in the Securities under the securities laws. As a prospective purchaser
of the Securities, you should undertake an independent investigation of iShares as in your judgment is appropriate to make an informed
decision with respect to an investment linked to the IWM Shares.
“iShares®” is a registered mark of BlackRock
Fund Advisors or its affiliates (“BFA”). The Securities are not sponsored, endorsed, sold, or promoted by BFA. BFA makes no
representations or warranties to the owners of the Securities or any member of the public regarding the advisability of investing in the
Securities. BFA has no obligation or liability in connection with the operation, marketing, trading or sale of the Securities.
The following table sets forth the published high and low closing prices,
as well as the end-of-quarter closing prices, of the iShares® Russell 2000® ETF for each quarter in the
period from January 1, 2018 through March 23, 2023. The closing price of the iShares® Russell 2000® ETF
on March 23, 2023 was $170.25. We obtained the information in the table below from Bloomberg Financial Markets, without independent verification.
The historical closing prices of the iShares® Russell 2000® ETF should not be taken as an indication of
future performance, and no assurance can be given as to the price of the iShares® Russell 2000® ETF on any
Observation Date, including the Final Observation Date.
Quarter Begin |
Quarter End |
Quarterly High ($) |
Quarterly Low ($) |
Quarterly Close ($) |
1/1/2018 |
3/31/2018 |
159.96 |
145.44 |
151.83 |
4/1/2018 |
6/30/2018 |
169.97 |
148.13 |
163.77 |
7/1/2018 |
9/30/2018 |
173.02 |
164.20 |
168.55 |
10/1/2018 |
12/31/2018 |
166.33 |
125.88 |
133.90 |
1/1/2019 |
3/31/2019 |
158.24 |
132.25 |
153.09 |
4/1/2019 |
6/30/2019 |
160.71 |
145.86 |
155.50 |
7/1/2019 |
9/30/2019 |
157.90 |
144.85 |
151.34 |
10/1/2019 |
12/31/2019 |
166.68 |
146.46 |
165.67 |
1/1/2020 |
3/31/2020 |
169.53 |
99.90 |
114.46 |
4/1/2020 |
6/30/2020 |
153.09 |
104.62 |
143.18 |
7/1/2020 |
9/30/2020 |
158.46 |
139.07 |
149.79 |
10/1/2020 |
12/31/2020 |
199.14 |
152.18 |
196.06 |
1/1/2021 |
3/31/2021 |
234.42 |
193.50 |
220.94 |
4/1/2021 |
6/30/2021 |
232.89 |
211.85 |
229.37 |
7/1/2021 |
9/30/2021 |
231.39 |
211.73 |
218.75 |
10/1/2021 |
12/31/2021 |
242.56 |
212.12 |
222.45 |
1/1/2022 |
3/31/2022 |
225.32 |
191.52 |
205.27 |
4/1/2022 |
6/30/2022 |
207.91 |
163.90 |
169.36 |
7/1/2022 |
9/30/2022 |
201.07 |
164.17 |
164.92 |
10/1/2022 |
12/31/2022 |
188.05 |
166.81 |
174.36 |
1/1/2023 |
3/23/2023* |
198.32 |
170.25 |
170.25 |
* Available information for
the indicated period includes data for less than the entire calendar quarter and accordingly, the “Quarterly High,” “Quarterly
Low” and “Quarterly Close” data indicated are for this shortened period only.
The graph below illustrates the performance of the iShares®
Russell 2000® ETF from January 1, 2008 through March 23, 2023, based on information from Bloomberg.
* The dotted
line indicates the hypothetical Coupon Barrier and Downside Threshold, assuming the Closing Price of the iShares® Russell
2000® ETF on March 23, 2023 were its Initial Underlying Price.
Past performance is not indicative of future results.
The SPDR® S&P MidCap 400® ETF Trust |
The SPDR® S&P MidCap 400® ETF Trust
(the “Trust”) is an exchange-traded fund that seeks to provide investment results that correspond generally to the price and
yield performance, before fees and expenses, of the S&P MidCap 400® Index. The S&P MidCap 400® Index
was developed by S&P Dow Jones Indices LLC as a performance benchmark for the medium capitalization segment of the U.S. equities markets.
PDR Services, LLC acts as the sponsor and State Street Global Advisors (“SSGA”) acts as the marketing agent for the SPDR®
S&P Midcap 400® ETF Trust. Information provided to or filed with the Securities and Exchange Commission (the “Commission”)
by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file
numbers 033-89088 and 811-08972, respectively, through the Commission’s website at www.sec.gov. In addition, information may be
obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly
available information regarding the SPDR® S&P MidCap 400® ETF Trust is accurate or complete. The
MDY Shares are listed on The NYSE Arca Exchange under the ticker symbol “MDY UP.”
The S&P MidCap 400® Index is published by S&P
Dow Jones Indices LLC and is intended to provide a benchmark for performance measurement of the medium-capitalization segment of the U.S.
equity markets. It tracks the stock price movement of 400 companies with mid-sized market capitalizations, primarily ranging from $2.4
billion to $8.2 billion. See “S&P MidCap 400® Index” in the accompanying index supplement.
We and/or our affiliates may presently or from time to time engage in
business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the
Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates
may publish research reports with respect to the S&P MidCap 400® Index. The statements in the preceding two sentences
are not intended to affect the rights of investors in the Securities under the securities laws. As a prospective purchaser of the Securities,
you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect
to an investment linked to the MDY Shares.
“Standard & Poor’s®,” “S&P®,”
“SPDR®,” “S&P MidCap 400®,” “Standard & Poor’s MidCap 400 IndexTM,”
“S&P MidCap 400® Index” and “Standard & Poor’s MidCap 400 Depositary ReceiptsTM”
are trademarks of Standard & Poor’s Financial Services LLC (“S&P”), an affiliate of S&P Global Inc. The
Securities are not sponsored, endorsed, sold, or promoted by S&P, S&P Global Inc. or the Trust. S&P, S&P Global Inc. and
the Trust make no representations or warranties to the owners of the Securities or any member of the public regarding the advisability
of investing in the Securities. S&P, S&P Global Inc. and the Trust have no obligation or liability in connection with the operation,
marketing, trading or sale of the Securities.
The following table sets forth the published high and low closing prices,
as well as the end-of-quarter closing prices, of the SPDR® S&P MidCap 400® ETF Trust for each quarter
in the period from January 1, 2018 through March 23, 2023. The closing price of the SPDR® S&P MidCap 400®
ETF Trust on March 23, 2023 was $434.88. We obtained the information in the table below from Bloomberg Financial Markets, without independent
verification. The historical closing prices of the SPDR® S&P MidCap 400® ETF Trust should not be taken
as an indication of future performance, and no assurance can be given as to the price of the SPDR® S&P MidCap 400®
ETF Trust on any Observation Date, including the Final Observation Date.
Quarter Begin |
Quarter End |
Quarterly High ($) |
Quarterly Low ($) |
Quarterly Close ($) |
1/1/2018 |
3/31/2018 |
362.51 |
327.40 |
341.73 |
4/1/2018 |
6/30/2018 |
365.14 |
333.64 |
355.02 |
7/1/2018 |
9/30/2018 |
373.52 |
355.06 |
367.46 |
10/1/2018 |
12/31/2018 |
364.55 |
284.96 |
302.67 |
1/1/2019 |
3/31/2019 |
352.26 |
296.63 |
345.40 |
4/1/2019 |
6/30/2019 |
361.02 |
330.13 |
354.59 |
7/1/2019 |
9/30/2019 |
362.01 |
334.13 |
352.47 |
10/1/2019 |
12/31/2019 |
376.09 |
338.73 |
375.38 |
1/1/2020 |
3/31/2020 |
384.02 |
220.85 |
262.88 |
4/1/2020 |
6/30/2020 |
355.21 |
243.09 |
324.49 |
7/1/2020 |
9/30/2020 |
358.67 |
318.46 |
338.83 |
10/1/2020 |
12/31/2020 |
421.75 |
343.51 |
419.92 |
1/1/2021 |
3/31/2021 |
489.29 |
413.34 |
476.05 |
4/1/2021 |
6/30/2021 |
504.81 |
475.11 |
491.01 |
7/1/2021 |
9/30/2021 |
506.04 |
468.36 |
480.88 |
10/1/2021 |
12/31/2021 |
531.03 |
485.70 |
517.68 |
1/1/2022 |
3/31/2022 |
521.70 |
459.24 |
490.45 |
4/1/2022 |
6/30/2022 |
493.76 |
402.57 |
413.49 |
7/1/2022 |
9/30/2022 |
481.07 |
401.58 |
401.66 |
10/1/2022 |
12/31/2022 |
470.48 |
409.49 |
442.79 |
1/1/2023 |
3/23/2023* |
497.12 |
433.10 |
434.88 |
*Available information for the indicated period includes data for less
than the entire calendar quarter and accordingly, the “Quarterly High,” “Quarterly Low” and “Quarterly Close”
data indicated are for this shortened period only.
The graph below illustrates the performance of the SPDR®
S&P MidCap 400® ETF Trust from January 1, 2008 through March 23, 2023, based on information from Bloomberg.
* The dotted
line indicates the hypothetical Coupon Barrier and Downside Threshold, assuming the Closing Price of the SPDR® S&P
MidCap 400® ETF Trust on March 23, 2023 were its Initial Underlying Price.
Past performance is not indicative of future results.
Correlation of the Underlying Shares |
The graph below illustrates the daily performance of the iShares®
Russell 2000® ETF and the SPDR® S&P MidCap 400® ETF Trust from January 1, 2008 through
March 23, 2023. For comparison purposes, each of the Underlying Shares has been “normalized” to have a closing price of $100
on January 1, 2008 by dividing the closing price of such Underlying Shares on each Trading Day by the closing price of such Underlying
Shares on January 1, 2008 and multiplying by 100. We obtained the closing price used to determine the normalized closing price set forth
below from Bloomberg, without independent verification.
A closer relationship between the daily returns of two or more underlying
assets over a given period indicates that such underlying assets have been more positively correlated. Lower (or more-negative) correlation
among two or more underlying assets over a given period may indicate that it is less likely that those underlying assets will subsequently
move in the same direction. Therefore, lower correlation among the Underlying Shares may indicate a greater potential for one of
the Underlying Shares to close below its respective Coupon Barrier or Downside Threshold on an Observation Date, including the Final Observation
Date, as applicable, because there may be a greater likelihood that at least one of the Underlying Shares will decrease in price significantly.
However, even if the Underlying Shares have a higher positive correlation, one or both of the Underlying Shares may close below the respective
Coupon Barrier(s) or Downside Threshold(s) on an Observation Date or the Final Observation Date, as applicable, as the Underlying Shares
may both decrease in price. Moreover, the actual correlation among the Underlying Shares may differ, perhaps significantly, from
their historical correlation. A higher Contingent Coupon Rate is generally associated with lower correlation among the Underlying
Shares, which may indicate a greater potential for missed Contingent Coupons and/or a significant loss on your investment at maturity.
See “Key Risks — You are exposed to the market risk of both Underlying Shares”, “—Because the Securities
are linked to the performance of the least performing between the IWM Shares and the MDY Shares, you are exposed to greater risk of receiving
no Contingent Coupon payments or sustaining a significant loss on your investment than if the Securities were linked to just the IWM Shares
or just the MDY Shares” and “—A higher Contingent Coupon Rate and/or lower Coupon Barriers and Downside Thresholds may
reflect greater expected volatility of the Underlying Shares, and greater expected volatility generally indicates an increased risk of
declines in the prices of the Underlying Shares and, potentially, a significant loss at maturity.” herein.
Past performance and correlation of the Underlying Shares are not indicative
of the future performance or correlation of the Underlying Shares.
Additional
Terms of the Securities |
If the terms contained in this free writing prospectus differ from those
discussed in the product supplement, index supplement or prospectus, the terms contained in this free writing prospectus will control.
The accompanying product supplement refers to the Principal Amount
as the “Stated Principal Amount,” the Initial Price as the “Initial Share Price,” the Trade Date as the “Pricing
Date,” the Observation Dates as the “Determination Dates,” the Final Observation Date as the “Final Determination
Date,” the Coupon Barrier/Downside Threshold” as the “Downside Threshold Level” and the day on which any Automatic
Call occurs as the “Early Redemption Date.”
Share Underlying Index
With respect to the IWM Shares, the Russell 2000® Index.
With respect to the MDY Shares, the S&P MidCap 400®
Index.
Share Underlying Index Publisher
With respect to the Russell 2000® Index, FTSE Russell,
or any successor thereto.
With respect to the MDY Shares, S&P Dow Jones Indices LLC, or any
successor thereto.
“Closing Price” means, on any Trading Day for each of the
Underlying Shares, the closing price of one of such Underlying Shares times the applicable Adjustment Factor on such
Trading Day. In certain circumstances, the Closing Price will be based on the alternate calculation of such Underlying Shares or the respective
Share Underlying Index as described under “—Discontinuance of the Underlying Shares of an Exchange-Traded Fund and/or Share
Underlying Index; Alteration of Method of Calculation” in the accompanying product supplement.
Day-Count Convention
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
Issuer Notice to Registered Security Holders, the Trustee and the
Depositary
In the event that the Maturity Date of the Securities is postponed due
to a postponement of the Final Observation Date, the Issuer shall give notice of such postponement and, once it has been determined, of
the date to which the Maturity Date has been rescheduled (i) to each registered holder of the Securities by mailing notice of such postponement
by first class mail, postage prepaid, to such registered holder’s last address as it shall appear upon the registry books, (ii)
to the Trustee by facsimile confirmed by mailing such notice to the Trustee by first class mail, postage prepaid, at its New York office
and (iii) to The Depository Trust Company (the “Depositary”) by telephone or facsimile confirmed by mailing such notice to
the Depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holder of the Securities in
the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether or not such registered
holder receives the notice. The Issuer shall give such notice as promptly as possible, and in no case later than (i) with respect
to notice of postponement of the Maturity Date, the Business Day immediately preceding the scheduled Maturity Date and (ii) with respect
to notice of the date to which the Maturity Date has been rescheduled, the Business Day immediately following the Final Observation Date
as postponed.
In the event that the Securities are subject to Automatic Call, the
Issuer shall, (i) on the Business Day following the applicable Observation Date, give notice of the Automatic Call and the applicable
Automatic Call payment, including specifying the payment date of the applicable amount due upon the Automatic Call, (x) to each registered
holder of the Securities by mailing notice of such Automatic Call by first class mail, postage prepaid, to such registered holder’s
last address as it shall appear upon the registry books, (y) to the Trustee by facsimile confirmed by mailing such notice to the Trustee
by first class mail, postage prepaid, at its New York office and (z) to the Depositary by telephone or facsimile confirmed by mailing
such notice to the Depositary by first class mail, postage prepaid and (ii) on or prior to the Automatic Call Date, deliver the aggregate
cash amount due with respect to the Securities to the Trustee for delivery to the Depositary, as holder of the securities. Any
notice that is mailed to a registered holder of the Securities in the manner herein provided shall be conclusively presumed to have been
duly given to such registered holder, whether or not such registered holder receives the notice. This notice shall be given by the Issuer
or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, with any such request to be accompanied
by a copy of the notice to be given.
The Issuer shall, or shall cause the Calculation Agent to, (i) provide
written notice to the Trustee, on which notice the Trustee may conclusively rely, and to the Depositary of the amount of cash to be delivered
as Contingent Coupon, if any, with respect to the Securities on or prior to 10:30 a.m. (New York City time) on the Business Day preceding
each Coupon Payment Date, and (ii) deliver the aggregate cash amount due, if any, with respect to the Contingent Coupon to the Trustee
for delivery to the Depositary, as holder of the Securities, on or prior to the applicable Coupon Payment Date.
The Issuer shall, or shall cause the Calculation Agent to, (i) provide
written notice to the Trustee and to the Depositary of the amount of cash, if any, to be delivered with respect to the Securities, on
or prior to 10:30 a.m. (New York City time) on the Business Day preceding the Maturity Date, and (ii) deliver the aggregate cash amount
due with respect to the Securities, if any, to the Trustee for delivery to the Depositary, as holder of the Securities, on or prior to
the Maturity Date.
Additional Information About the Securities |
Use of Proceeds and Hedging
The proceeds from the sale of the Securities will be used by us for
general corporate purposes. We will receive, in aggregate, $10 per Security issued. The costs of the Securities borne by you and described
on page 2 above comprise the cost of issuing, structuring and hedging the Securities. See also “Use of Proceeds” in the accompanying
prospectus.
On or prior to the Trade Date, we will hedge our anticipated exposure
in connection with the Securities, by entering into hedging transactions with our affiliates and/or third-party dealers. We expect our
hedging counterparties to take positions in the Underlying Shares or the constituent stocks of the Share Underlying Indices, in futures
or options contracts on the Share Underlying Indices or the constituent stocks of the Share Underlying Indices, as well as in other instruments
related to the Underlying Shares or the Share Underlying Indices that they may wish to use in connection with such hedging. Any of these
hedging or trading activities on or prior to the Trade Date could potentially increase the Initial Underlying Price, and, as a result,
the Coupon Barrier of either of the Underlying Shares, which is the price at or above which such Underlying Shares must close on each
Observation Date in order for you to earn a Contingent Coupon, and the Downside Threshold of either of the Underlying Shares, which if
the Securities are not called prior to maturity, is the price at or above which such Underlying Shares must close on the Final Observation
Date in order for you to avoid being exposed to the negative performance of the Least Performing Underlying Shares at maturity (in each
case, depending also on the performance of the other Underlying Shares). In addition, through our affiliates, we are likely to modify
our hedge position throughout the term of the Securities, including on the Final Observation Date, by purchasing and selling the Underlying
Shares or the constituent stocks of the Share Underlying Indices, futures or options contracts on the Underlying Shares, the Share Underlying
Indices or the constituent stocks of the Share Underlying Indices, including by purchasing or selling any such securities or instruments
on the Final Observation Date. 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 Observation Date approaches.
We cannot give any assurance that our hedging activities will not affect the prices of the Underlying Shares and, therefore, adversely
affect the value of the Securities or the payment you will receive at maturity, if any, if not previously called.
Supplemental Plan of Distribution; Conflicts of Interest
We are also offering, pursuant to Free Writing Prospectus No. 8,519,
a separate issuance of securities, being sold only to fee-based advisory accounts, with terms substantially similar to, but somewhat different
than, those of this issuances.
MS & Co. will act as the agent for this offering. We will agree
to sell to MS & Co., and MS & Co. will agree to purchase, all of the Securities at the issue price less the underwriting discount
indicated on the cover of this document. UBS Financial Services Inc., acting as dealer, will receive from MS & Co. a fixed sales commission
of $0.20 for each Security it sells.
MS & Co. is our affiliate 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.
When MS & Co. prices this offering of Securities, it will determine the economic terms of the Securities, including the Contingent
Coupon Rate, such that for each Security the estimated value on the Trade Date will be no lower than the minimum level described in “Additional
Information about Morgan Stanley, MSFL and the Securities” on page 2.
MS & Co. will conduct this offering in compliance with the requirements
of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“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.
In order to facilitate the offering of the Securities, the agent may
engage in transactions that stabilize, maintain or otherwise affect the price of the Securities. Specifically, the agent may sell more
Securities than it is obligated to purchase in connection with the offering, creating a naked short position in the Securities, for its
own account. The agent must close out any naked short position by purchasing the Securities in the open market. A naked short position
is more likely to be created if the agent is concerned that there may be downward pressure on the price of the Securities in the open
market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering,
the agent may bid for, and purchase, the Securities, the Underlying Shares or the constituent stocks of the Share Underlying Indices in
the open market to stabilize the price of the Securities. Any of these activities may raise or maintain the market price of the Securities
above independent market levels or prevent or retard a decline in the market price of the Securities. The agent is not required to engage
in these activities, and may end any of these activities at any time. An affiliate of the agent has entered into a hedging transaction
with us in connection with this offering of Securities. See “—Use of Proceeds and Hedging” above.
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