Buffered PLUS Based on the Value of the Worst Performing of the SPDR® Gold Trust and the iShares® Silver Trust due January 29, 2026
Buffered Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Buffered PLUS are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered PLUS will pay no interest, provide a minimum payment at maturity of only 15% of the stated principal amount and have the terms described in the accompanying prospectus supplement for Commodity-Linked PLUS and prospectus, as supplemented or modified by this document. The payment at maturity on the Buffered PLUS will be based on the value of the worst performing of the SPDR® Gold Trust and the iShares® Silver Trust which we refer to as the underlying commodity shares. At maturity, if the final share price of each of the underlying commodity shares is greater than its respective initial share price, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst performing underlying commodity shares, subject to the maximum payment at maturity. If the final share price of either of the underlying commodity shares is less than or equal to its respective initial share price but the final share price of each of the underlying commodity shares is greater than or equal to 85% of its respective initial share price, meaning that neither of the underlying commodity shares has decreased from its initial share price by an amount greater than the buffer amount of 15%, investors will receive the stated principal amount of their investment. However, if the final share price of either of the underlying commodity shares is less than 85% of its respective initial share price, meaning that either of the underlying commodity shares has decreased from its respective initial share price by an amount greater than the buffer amount of 15%, investors will lose 1% for every 1% decline in the worst performing underlying commodity shares beyond the specified buffer amount, subject to the minimum payment at maturity of 15% of the stated principal amount. Investors may lose up to 85% of the stated principal amount of the Buffered PLUS. Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying commodity shares, a decline in either of the underlying commodity shares beyond the buffer amount will result in a loss, and potentially a significant loss, of your investment even if the other underlying commodity shares have appreciated or have not declined as much. The Buffered PLUS are for investors who seek a commodity-based return and who are willing to risk their principal, risk exposure to the worst performing of two underlying commodity shares and forgo current income and returns above the maximum payment at maturity in exchange for the leverage and buffer features that in each case apply to a limited range of performance of the worst performing underlying commodity shares. The Buffered PLUS 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 Buffered 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.
|
|
|
|
SUMMARY TERMS
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Maturity date:
|
January 29, 2026
|
Underlying commodity shares:
|
Shares of the SPDR® Gold Trust (the “GLD Shares”) and iShares® Silver Trust (the “SLV Shares”)
|
Aggregate principal amount:
|
$
|
Payment at maturity:
|
If the final share price of each of the underlying commodity shares is greater than its respective initial share price,
|
|
$1,000 + ($1,000 × leverage factor × share percent change of the worst performing underlying commodity shares)
In no event will the payment at maturity exceed the maximum payment at maturity.
|
|
If the final share price of either of the underlying commodity shares is less than or equal to its respective initial share price but the final share price of each of the underlying commodity shares is greater than or equal to 85% of its respective initial share price, meaning that neither of the underlying commodity shares has decreased from its initial share price by an amount greater than the buffer amount of 15%,
|
|
$1,000
|
|
If the final share price of either of the underlying commodity shares is less than 85% of its initial share price, meaning that either of the underlying commodity shares has decreased from its respective initial share price by an amount greater than the buffer amount of 15%,
|
|
($1,000 × share performance factor of the worst performing underlying commodity shares) + $150
|
|
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under no circumstances will the Buffered PLUS pay less than $150 per Buffered PLUS at maturity
|
Share percent change:
|
With respect to each of the underlying commodity shares, (final share price – initial share price) / initial share price
|
Worst performing underlying commodity shares:
|
The underlying commodity shares with the lesser share percent change
|
Share performance factor:
|
With respect to each of the underlying commodity shares, final share price / initial share price
|
Initial share price:
|
With respect to the GLD Shares, $ , which is the closing price of such underlying commodity shares on the pricing date
With respect to the SLV Shares, $ , which is the closing price of such underlying commodity shares on the pricing date
|
Final share price:
|
With respect to each of the underlying commodity shares, the closing price of such underlying commodity shares on the valuation date times the adjustment factor of such underlying commodity shares on such date
|
Adjustment factor:
|
With respect to each of the underlying commodity shares, 1.0, subject to adjustment in the event of certain events affecting such underlying commodity shares
|
Valuation date:
|
January 26, 2026, subject to postponement for non-trading days and certain market disruption events
|
Leverage factor:
|
150%
|
Maximum payment at maturity:
|
At least $1,662.50 per Buffered PLUS (166.25% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.
|
Minimum payment at maturity:
|
$150 per Buffered PLUS (15% of the stated principal amount)
|
Buffer amount:
|
15%
|
Stated principal amount:
|
$1,000 per Buffered PLUS
|
Issue price:
|
$1,000 per Buffered PLUS
|
Pricing date:
|
July 26, 2024
|
Original issue date:
|
July 31, 2024 (3 business days after the pricing date)
|
CUSIP / ISIN:
|
61776MK61 / US61776MK617
|
Listing:
|
The Buffered PLUS will not be listed on any securities exchange.
|
Agent:
|
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.”
|
Estimated value on the pricing date:
|
Approximately $977.20 per Buffered PLUS, or within $35.00 of that estimate. See “Investment Summary” on page 2.
|
Commissions and issue price:
|
Price to public(1)
|
Agent’s commissions and fees(2)
|
Proceeds to us(3)
|
Per Buffered PLUS
|
$1,000
|
$
|
$
|
Total
|
$
|
$
|
$
|
(1)The Buffered PLUS will be sold only to investors purchasing the Buffered PLUS in fee-based advisory accounts.
(2)MS & Co. expects to sell all of the Buffered PLUS that it purchases from us to an unaffiliated dealer at a price of $ per Buffered PLUS, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per Buffered PLUS. MS & Co. will not receive a sales commission with respect to the Buffered PLUS. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for Commodity-Linked PLUS.
(3) See “Use of proceeds and hedging” on page 25.
The Buffered PLUS 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 prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Buffered 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 prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying prospectus supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Buffered PLUS” and “Additional Information About the Buffered 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.
Prospectus Supplement for Commodity-Linked PLUS dated November 16, 2023 Prospectus dated April 12, 2024