Jump
Securities with Auto-Callable
Feature
due
January 26,
2023
All Payments on the Securities
Based on
the
Performance of
the
S&P
500®
Index
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk
Securities
The securities
offered are unsecured
obligations of Morgan Stanley Finance LLC (“MSFL”), fully
and unconditionally guaranteed by Morgan Stanley,
and have the terms described
in the accompanying product supplement,
index supplement
and prospectus, as
supplemented or modified by this document. The
securities
do not
provide for
the regular payment of
interest and do not guarantee the return of any principal at
maturity.
The
securities will be automatically redeemed if the
index closing
value
of the underlying
index
on
the
first
annual
determination
date
is greater than or equal
to
the
initial index
value,
for an early redemption payment that
will correspond to a return
of
7.00%
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
the initial index
value, investors will receive the stated principal amount
of their investment plus a return reflecting
120% of the upside performance of the
underlying index.
If the securities have not previously been
redeemed and the final index value
is
less than
or equal to
the initial index value
but is
greater than or equal
to 75% of the initial index
value, which we refer to as the downside
threshold level, investors will receive
a payment at maturity of
$10 per $10 security. However, if the securities are not
redeemed prior to maturity and the final index value
is
less than
the downside threshold level, investors
will be exposed to the decline in the level of the underlying index on a 1-to-1 basis and
will receive a payment at maturity that is less than 75% of the
stated principal amount of the securities and could be
zero.
Accordingly, investors
in the securities must be
willing to accept the risk of losing their entire initial
investment.
The securities are for investors who are
willing to risk their principal and
forego current income in exchange for the
possibility of receiving an early redemption payment greater than
the stated principal amount if the underlying index
closes at or above the initial index value
on the first annual determination
date or an equity index-based return
at maturity if the underlying index closes
above the initial index
value on the final determination
date. The securities are notes issued as part
of MSFL’s Series A Global Medium-Term Notes
program.
All payments are subject to
our
credit risk. If
we default
on
our
obligations, you could lose
some or all of your investment. These securities are not secured
obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or
assets.
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SUMMARY
TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlying
index:
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S&P 500®
Index
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Aggregate principal
amount:
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$
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Stated principal
amount:
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$10 per security
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Issue price:
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$10 per security
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Pricing
date:
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January 22, 2021
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Original issue
date:
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January 27, 2021
(3 business days after the pricing date)
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Maturity
date:
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January 26, 2023
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Early
redemption:
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If, on the first annual determination
date, 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 early redemption payment on the early redemption
date.
The securities will not be
redeemed early on
the
early
redemption date if
the
index closing
value
of the underlying
index
is
below
the initial index
value
on the
first annual determination
date.
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Early redemption
payment:
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The early redemption payment will be an
amount in cash per stated principal amount
(corresponding to a return of 7.00%
per
annum), as set forth under “Determination Dates, Early Redemption
Date and Early
Redemption Payment” below.
No further payments will be made on the
securities once they have been redeemed.
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Determination
dates:
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Annually. See “Determination Dates, Early Redemption
Date and Early Redemption
Payment” below.
The determination dates are subject to
postponement for non-index business days and certain market
disruption events.
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Early redemption
date:
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See “Determination Dates, Early Redemption Date and Early
Redemption Payment” below. If 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.
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Payment at
maturity:
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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
the initial index
value:
$10 + ($10 × index percent change
× 120%)
●If
the final index value is
less
than
or equal to
the initial index value
but is
greater than or equal
to the downside threshold
level:
$10
●If
the final index value
is
less than
the downside threshold
level:
$10 × index performance factor
Under these
circumstances,
you will lose more than 25%,
and possibly all, of your investment.
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Terms continued on the
following page
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Agent:
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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.”
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Estimated value on the pricing
date:
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Approximately $9.658 per security, or within
$0.35 of that estimate. See “Investment Summary”
beginning on page 3.
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Commissions and issue
price:
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Price to
public
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Agent’s
commissions
and fees
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Proceeds to
us(3)
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Per security
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$10
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$0.20(1)
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$0.05(2)
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$9.75
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Total
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$
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$
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$
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(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
$0.20 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 $0.05 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
