Jump Securities with Auto-Callable Feature due August 24, 2022
Based on the Worst Performing of the Russell 2000® Index and the NASDAQ-100 Index®
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities 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. The securities will be automatically redeemed if the index closing value of each of the Russell 2000® Index and the NASDAQ-100 Index®, which we refer to as the underlying indices, on any of the semi-annual determination dates is greater than or equal to its respective then-applicable redemption threshold level, for an early redemption payment that will increase over the term of the securities and that will correspond to a return of approximately 11.35% 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 of each underlying index is greater than or equal to 80% of its respective initial index value, investors will receive a payment at maturity of $1,170.25 per $1,000 security. However, if the securities are not automatically redeemed prior to maturity and the final index value of either underlying index is less than its respective initial index value by an amount greater than the buffer amount of 20%, investors will lose 1.25% for every 1% decline of the worst performing underlying index beyond the specified buffer amount. There is no minimum payment at maturity on the securities. 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 based on the worst performing of two underlying indices and forego current income and participation in the appreciation of either underlying index in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if each underlying index closes at or above its respective then-applicable redemption threshold level on a semi-annual determination date or at or above 80% of its respective initial index value on the final determination date, respectively, and the buffer feature that applies only to a limited range of performance of the worst performing underlying index. Investors will not participate in any appreciation of either underlying 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.
|
|
|
|
|
|
|
FINAL TERMS
|
|
Issuer:
|
Morgan Stanley Finance LLC
|
|
Guarantor:
|
Morgan Stanley
|
|
Underlying indices:
|
Russell 2000® Index (the “RTY Index”) and NASDAQ-100 Index® (the “NDX Index”)
|
|
Aggregate principal amount:
|
$4,061,000
|
|
Stated principal amount:
|
$1,000 per security
|
|
Issue price:
|
$1,000 per security
|
|
Pricing date:
|
February 22, 2021
|
|
Original issue date:
|
February 25, 2021 (3 business days after the pricing date)
|
|
Maturity date:
|
August 24, 2022
|
|
Early redemption:
|
lf, on any semi-annual determination date (other than the final determination date), beginning on August 19, 2021, the index closing value of each underlying index is greater than or equal to its respective then-applicable redemption threshold level, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date.
The securities will not be redeemed following any determination date if the index closing value of either underlying index is less than its respective then-applicable redemption threshold level.
|
|
Early redemption payment:
|
The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 11.35% per annum) for each semi-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:
|
Semi-annually. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. We also refer to August 19, 2022 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.
|
|
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 of each underlying index is greater than or equal to 80% of its respective initial index value:
$1,170.25
●If the final index value of either underlying index has decreased by an amount greater than the buffer amount of 20% from its respective initial index value:
$1,000 + [$1,000 × (index return of the worst performing underlying index + 20%) × downside factor]
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and could be zero.
|
|
Terms continued on the following page
|
|
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:
|
$980.40 per security. See “Investment Summary” beginning on page 3.
|
|
Commissions and issue price:
|
Price to public(1)
|
Agent’s commissions and fees(2)
|
Proceeds to us(3)
|
Per security
|
$1,000
|
$0.50
|
$999.50
|
|
Total
|
$4,061,000
|
$2,030.50
|
$4,058,969.50
|
|
(1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $999.50 per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. 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.
(3)See “Use of proceeds and hedging” on page 21.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10.
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