Dual
Directional Trigger PLUS Based
on the Performance of the S&P 500®
Index due September 28,
2028
Trigger Performance Leveraged
Upside SecuritiesSM
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk
Securities
The Dual Directional Trigger PLUS, or
“Trigger PLUS,” are unsecured obligations of Morgan
Stanley Finance LLC (“MSFL”) and are fully and
unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will
pay no interest, do not guarantee any return of principal at
maturity and have the terms described in the accompanying product
supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. At maturity, if the
S&P 500®
Index,
which we refer to as the underlying index,
has
appreciated
in value, investors will receive the
stated principal amount of their investment plus leveraged upside
performance of the underlying index. If the underlying index
has
depreciated
in value but by no more than 25%,
investors will receive the stated principal amount of their
investment plus an unleveraged positive return equal to the
absolute value of the percentage decline, which will effectively be
limited to a positive 25% return. However, if the underlying index
has
depreciated
in value by more than 25%, investors will
be negatively exposed to the full amount of the percentage decline
in the underlying index and will lose 1% of the stated principal
amount for every 1% of decline, without any buffer. These
long-dated Trigger PLUS are for investors who seek an equity
index-based return and who are willing to risk their principal and
forgo current income in exchange for the upside leverage and
absolute return features that in each case apply to a limited range
of performance of the underlying index.
Investors may lose their
entire initial investment in the Trigger PLUS.
The Trigger PLUS are notes issued as part
of MSFL’s Series A Global Medium-Term Notes
program.
The Trigger PLUS differ from the PLUS
described in the accompanying product supplement for PLUS in that
the Trigger PLUS offer the potential for a positive return at
maturity if the underlying index depreciates by up to 25%. The
Trigger PLUS are not the Buffered PLUS described in the
accompanying product supplement for PLUS. Unlike the Buffered PLUS,
the Trigger PLUS do not provide any protection if the underlying
index depreciates by more than 25%.
All payments are subject to
our credit risk. If we default on our obligations, you could lose
some or all of your investment. These Trigger PLUS are not secured
obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or
assets.
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FINAL TERMS
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Issuer:
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Morgan Stanley Finance
LLC
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Guarantor:
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Morgan Stanley
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Maturity
date:
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September 28, 2028
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Valuation
date:
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September 25, 2028, subject to
postponement for non-index business days and certain market
disruption events
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Underlying
index:
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S&P
500®
Index
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Aggregate principal
amount:
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$355,000
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Payment at
maturity:
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If the final index value is
greater than
the initial index value:
$1,000 + leveraged upside
payment
If the final index value is
less than
or
equal to
the initial index value but
is
greater than or equal
to the trigger level:
$1,000 + ($1,000 x absolute index
return)
In this scenario, you will
receive a 1% positive return on the Trigger PLUS for each 1%
negative return on the underlying index. In no event will this
amount exceed the stated principal amount plus
$250.
If the final index value is
less than
the trigger level:
$1,000 × index performance
factor
Under these circumstances, the
payment at maturity will be less than the stated principal amount
of $1,000, and will represent a loss of more than 25%, and possibly
all, of your investment.
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Leveraged upside
payment:
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$1,000 x leverage factor x index percent
change
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Leverage
factor:
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115%
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Index percent
change:
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(final index value – initial index value)
/ initial index value
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Absolute index
return:
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The absolute value of the index percent
change. For example, a –5% index percent change will result in a
+5% absolute index return.
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Index performance
factor:
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final index value / initial index
value
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Initial index
value:
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3,970.99, which is the index closing value
on the pricing date
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Final index
value:
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The index closing value on the valuation
date
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Trigger
level:
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2,978.243, which is approximately 75% of
the initial index value
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Stated principal amount /
Issue price:
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$1,000 per Trigger PLUS (see “Commissions
and issue price” below)
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Pricing
date:
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March 24, 2023
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Original issue
date:
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March 29, 2023 (3 business days after the
pricing date)
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CUSIP /
ISIN:
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61774T5C2 / US61774T5C24
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Listing:
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The Trigger PLUS will not be listed on any
securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS &
Co.”), a wholly owned subsidiary of Morgan Stanley and an affiliate
of MSFL. See “Supplemental information regarding plan of
distribution; conflicts of interest.”
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Estimated value on the pricing
date:
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$930.70 per Trigger PLUS. See “Investment
Summary” on page 2.
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Commissions and issue
price:
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Price to
public
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Agent’s
commissions(1)
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Proceeds to
us(2)
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Per Trigger
PLUS
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$1,000
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$30
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$970
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Total
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$355,000
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$10,650
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$344,350
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(1)Selected
dealers and their financial advisors will collectively receive from
the agent, Morgan Stanley & Co. LLC, a fixed sales commission
of $30 for each Trigger PLUS they sell. In addition, selected
dealers and their financial advisors will receive a structuring fee
of up to $7.00 for each Trigger PLUS from the agent or its
affiliates. See “Supplemental information regarding plan of
distribution; conflicts of interest.” For additional information,
see “Plan of Distribution (Conflicts of Interest)” in the
accompanying product supplement for PLUS.
(2)See
“Use of proceeds and hedging” on page 14.
The Trigger PLUS involve risks
not associated with an investment in ordinary debt securities. See
“Risk Factors” beginning on page 6.
The Securities and Exchange
Commission and state securities regulators have not approved or
disapproved these securities, or determined if this document or the
accompanying product supplement, index supplement and prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The Trigger PLUS are not
deposits or savings accounts and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or
instrumentality, nor are they obligations of, or guaranteed by, a
bank.
You should read this document
together with the related product supplement, index supplement and
prospectus, each of which can be accessed via the hyperlinks below.
Please also see “Additional Terms of the Trigger PLUS” and
“Additional Information About the Trigger PLUS” at the end of this
document.
References to “we,” “us” and
“our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.
Product Supplement for PLUS
dated November 16, 2020 Index
Supplement dated November 16, 2020
Prospectus dated November
16, 2020