Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
May 13 2024 - 4:50PM
Edgar (US Regulatory)
Morgan
Stanley Finance LLC
Structured Investments |
Free Writing Prospectus to Preliminary Pricing Supplement No. 2,241
Filed pursuant to Rule 433
Registration Statement Nos. 333-275587; 333-275587-01
May 13, 2024 |
Market Linked Securities—Auto-Callable
with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to
the Common Stock of NVIDIA Corporation due May 26, 2027
Fully and Unconditionally Guaranteed by
Morgan Stanley
|
Summary of terms
Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
Underlying stock |
NVIDIA Corporation common stock |
Pricing date* |
May 21, 2024 |
Original issue date* |
May 29, 2024 |
Face amount |
$1,000 per security |
Contingent coupon payments |
On each contingent coupon payment date, you will receive a contingent
coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the stock closing price on the related
calculation day is greater than or equal to the coupon threshold price. Each “contingent coupon payment”, if any, will
be calculated per security as follows:
($1,000 × contingent coupon rate) / 12.
|
Contingent coupon rate |
At least 16.50% per annum, to be determined on the pricing date |
Automatic call |
If, on any calculation day (other than the final calculation day), beginning in November 2024, the stock closing price is greater than or equal to the starting price, the securities will be automatically called for a cash payment per security equal to the face amount plus a final contingent coupon payment on the related call settlement date. |
Calculation days |
Monthly, on the 21st of each month, commencing in June 2024 and ending on the final calculation day. We also refer to the May 2027 calculation day as the final calculation day. |
Contingent coupon payment dates |
Three business days after the applicable calculation day; provided that the coupon payment date for the final calculation day is the maturity date. |
Call settlement date |
Three business days after the applicable calculation day. |
Maturity payment amount (per security) |
· if
the ending price is greater than or equal to the downside threshold price:
$1,000; or
· if
the ending price is less than the downside threshold price:
$1,000 × performance factor |
Maturity date* |
May 26, 2027 |
Starting price |
The stock closing price on the pricing date |
Ending price |
The stock closing price on the final calculation day |
Performance factor |
The ending price divided by the starting price. |
Coupon threshold price |
65% of the starting price |
Downside threshold price |
65% of the starting price |
Calculation agent |
Morgan Stanley & Co. LLC, an affiliate of the issuer |
Denominations |
$1,000 and any integral multiple of $1,000 |
Agent discount** |
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $17.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. |
CUSIP |
61776L4V6 |
Tax considerations |
See preliminary pricing supplement |
*Subject to change
** In addition, selected dealers may receive a fee of up to 0.35%
for marketing and other services
Hypothetical payout profile (excluding contingent coupon
payments)
If the securities are not automatically called prior to the maturity
date and the ending price is less than the downside threshold price, you will lose more than 35%, and possibly all, of the face amount
of your securities at the maturity date.
Any return on the securities will be limited to the sum of your
contingent coupon payments, if any. You will not participate in any appreciation of the underlying stock, but you will have full downside
exposure to the underlying stock on the final calculation day if the ending price is less than the downside threshold price.
The face amount of each security is $1,000. 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 pricing date will be less than $1,000 per security. We estimate that the value of each security
on the pricing date will be approximately $964.20, or within $45.00 of that estimate. Our estimate of the value of the securities as determined
on the pricing date will be set forth in the final pricing supplement. See “Investment Summary” and “Risk Factors”
in the accompanying preliminary pricing supplement for further information.
This document provides a summary of the terms of
the securities. Investors should carefully review the accompanying preliminary pricing supplement, product supplement for principal at
risk securities and prospectus before making a decision to invest in the securities.
Preliminary Pricing Supplement: sec.gov/Archives/edgar/data/1666268/000095010324006594/dp211136_424b2-ps2241.htm
| The securities have complex features and
investing in the securities involves risks not associated with an investment in ordinary
debt securities. See “Risk Factors” in the accompanying preliminary pricing supplement.
All payments on the securities are subject to our credit risk. |
This introductory term sheet does not provide
all of the information that an investor should consider prior to making an investment decision.
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.
Selected risk considerations
The risks set forth below are discussed in more detail in
the “Risk Factors” section in the accompanying preliminary pricing supplement, product supplement for principal at risk securities
and prospectus. Please review those risk factors carefully.
Risks Relating to an Investment in the Securities
| · | The securities do not guarantee the return of the face amount of your securities at maturity. |
| · | The securities do not provide for the regular payment of interest. |
| · | The contingent coupon payment, if any, is based on the stock closing price of the underlying stock on only the related monthly
calculation day at the end of the related interest period. |
| · | Investors will not participate in any appreciation in the price of the underlying stock. |
| · | The market price will be influenced by many unpredictable factors. |
| · | The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may
adversely affect the market value of the securities. |
| · | As a finance subsidiary, MSFL has no independent operations and will have no independent assets. |
| · | Investing in the securities is not equivalent to investing in the underlying stock. |
| · | 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 face amount reduce the economic terms of the securities, cause the estimated value
of the securities to be less than the face amount and will adversely affect secondary market prices. |
| · | 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. |
| · | The securities will not be listed on any securities exchange and secondary trading may be limited. |
| · | The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect
to the securities. |
| · | Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. |
| · | The maturity date may be postponed if the final calculation day is postponed. |
| · | Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. |
| · | The U.S. federal income tax consequences of an investment in the securities are uncertain. |
Risks Relating to the Underlying Stock
| · | No affiliation with NVIDIA Corporation. |
| · | We may engage in business with or involving NVIDIA Corporation without regard to your interests. |
| · | The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the
underlying stock. |
| · | Historical closing prices of the underlying stock should not be taken as an indication of the future performance of the underlying
stock during the term of the securities. |
For more information about
the underlying stock, including historical performance information, see the accompanying preliminary pricing supplement.
Morgan Stanley and MSFL have filed
a registration statement (including a prospectus, as supplemented by the applicable product supplement) with the Securities and Exchange
Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement,
the applicable product 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 without cost by visiting EDGAR
on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley,
MSFL, any underwriter or any dealer participating in the offering will arrange to send you the applicable product supplement and prospectus
if you so request by calling toll-free 1-(800)-584-6837.
Wells Fargo Advisors is a trade name used by
Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and
non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
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