Jump Securities with Auto-Callable Feature Based on the Performance of the S&P 500® Index due April 25, 2031
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities do not guarantee the repayment of principal, do not provide for the regular payment of interest and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. Beginning after one year, the securities will be automatically redeemed if the index closing value on any of the annual determination dates is greater than or equal to the initial index value, for an early redemption payment that will increase over the term of the securities and that will correspond to a return of approximately 7.30% per annum, as described below. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final index value is greater than or equal to the initial index value, investors will receive a fixed positive return that will also correspond to a return of approximately 7.30% per annum, as set forth below. However, if the securities are not automatically redeemed prior to maturity and the final index value is less than the initial index value, investors will be exposed to the decline in the underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment. These long-dated securities are for investors who are willing to risk their principal and forego current income and participation in the appreciation of the underlying index in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if the underlying index closes at or above the initial index value on an annual determination date or the final determination date, respectively. Investors will not participate in any appreciation of the S&P 500® Index. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
|
|
|
|
SUMMARY TERMS
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Underlying index:
|
S&P 500® Index
|
Aggregate principal amount:
|
$
|
Stated principal amount:
|
$10 per security
|
Issue price:
|
$10 per security
|
Pricing date:
|
April 22, 2021
|
Original issue date:
|
April 27, 2021 (3 business days after the pricing date)
|
Maturity date:
|
April 25, 2031
|
Early redemption:
|
If, on any annual determination date (other than the final determination date), beginning on April 29, 2022, the index closing value of the underlying index is greater than or equal to the initial index value, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date.
|
Early redemption payment:
|
The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 7.30% per annum) for each annual determination date. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below.
No further payments will be made on the securities once they have been redeemed.
|
Determination dates:
|
Annually. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. We also refer to April 22, 2031 as the final determination date.
The determination dates are subject to postponement for non-index business days and certain market disruption events.
|
Early redemption dates:
|
See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. If any such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustment will be made to the early redemption payment.
|
Initial index value:
|
4,173.42, which is the index closing value on April 21, 2021
|
Final index value:
|
The index closing value on the final determination date
|
Payment at maturity:
|
If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:
●If the final index value is greater than or equal to the initial index value:
$17.30
●If the final index value is less than the initial index value:
$10 × index performance factor
Under these circumstances, you will lose some or all of your investment.
|
Index performance factor:
|
Final index value divided by the initial index value
|
CUSIP:
|
61772X360
|
ISIN:
|
US61772X3605
|
Listing:
|
The securities will not be listed on any securities exchange.
|
Agent:
|
Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
|
Estimated value on the pricing date:
|
Approximately $9.787 per security, or within $0.50 of that estimate. See “Investment Summary” beginning on page 3.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions and fees
|
Proceeds to us(3)
|
Per security
|
$10
|
$0.01(1)
|
$9.98
|
|
|
$0.01(2)
|
|
Total
|
$
|
$
|
$
|
(1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $0.01 for each security they sell. 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.
(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.01 for each security.
(3)See “Use of proceeds and hedging” on page 16.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.
As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for Auto-Callable Securities dated November 16, 2020 Index Supplement dated November 16, 2020
Prospectus dated November 16, 2020