Enhanced Trigger Jump Securities With Daily Trigger Monitoring Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM, the Nasdaq-100 Index® and the Russell 2000® Index due June 20, 2025
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Enhanced Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for Jump Securities, index supplement and prospectus, as supplemented and modified by this document. If the index closing value of each underlying index is greater than or equal to 60% of its respective initial index value, which we refer to as the respective downside threshold value, on each index business day during the term of the securities, you will receive the stated principal amount for each security that you hold at maturity plus the upside payment of $83.50 per security. However, if the index closing value of any underlying index is less than its respective downside threshold value on any index business day during the term of the securities, a trigger event will have occurred and, at maturity, investors will be exposed to the decline in the worst performing underlying index on a 1-to-1 basis. Accordingly, you could lose your entire initial investment in the securities. If the final index value of each underlying index is greater than or equal to its respective downside threshold value, investors will also receive the upside payment. Because the payment at maturity on the securities is based on the worst performing of the underlying indices, a decline in any index closing value below 60% of its respective initial index value on any index business day during the term of the securities will result in a trigger event occurring, which may result in a significant loss on your investment, even if the other underlying indices have appreciated or have not declined as much. Under no circumstances will investors participate in any appreciation of any underlying index. The securities are for investors who seek an equity index-based return and who are willing to risk their principal, risk exposure to the worst performing of three underlying indices and forgo current income and returns above the fixed upside payment in exchange for the upside payment feature that applies only if the final index value of each underlying index is greater than or equal to its respective downside threshold value. 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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Issue price:
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$1,000 per security
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Stated principal amount:
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$1,000 per security
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Pricing date:
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May 16, 2024
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Original issue date:
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May 21, 2024 (3 business days after the pricing date)
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Maturity date:
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June 20, 2025
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Aggregate principal amount:
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$
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Interest:
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None
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Underlying indices:
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The Dow Jones Industrial AverageSM (the “INDU Index”), the Nasdaq-100 Index® (the “NDX Index”) and the Russell 2000® Index (the “RTY Index”)
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Trigger event:
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A trigger event occurs if, on any index business day from but excluding the pricing date to and including the valuation date, the index closing value of any underlying index is less than its respective downside threshold value. If a trigger event occurs on any index business day during the term of the securities, you will be exposed to the downside performance of the worst performing underlying index at maturity.
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Payment at maturity:
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●If a trigger event HAS NOT occurred on any index business day during the term of the securities up to and including the valuation date:
$1,000 + the upside payment
●If a trigger event HAS occurred on any index business day during the term of the securities up to and including the valuation date:
$1,000 × index performance factor of the worst performing underlying index, subject to a maximum payment at maturity of the stated principal amount
If the final index value of each underlying index is greater than or equal to its respective downside threshold value, investors will also receive the upside payment.
If a trigger event occurs and the final index value of any underlying index is less than its respective initial index value, the payment at maturity (aside from the upside payment, if payable) will be less than the stated principal amount of the securities and could be zero.
Under no circumstances will investors participate in any appreciation of any underlying index.
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Upside payment:
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$83.50 per security (8.35% of the stated principal amount)
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Index performance factor:
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With respect to each underlying index, final index value / initial index value
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Worst performing underlying index:
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The underlying index that has declined the most, meaning that it has the least index performance factor
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Initial index value:
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With respect to the INDU Index, , which is the index closing value of such index on the pricing date
With respect to the NDX Index, , which is the index closing value of such index on the pricing date
With respect to the RTY Index, , which is the index closing value of such index on the pricing date
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Downside threshold value:
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With respect to the INDU Index, , which is 60% of the initial index value for such index
With respect to the NDX Index, , which is 60% of the initial index value for such index
With respect to the RTY Index, , which is 60% of the initial index value for such index
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Final index value:
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With respect to each underlying index, the index closing value of such index on the valuation date
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Valuation date:
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June 16, 2025, subject to postponement for non-index business days and certain market disruption events
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CUSIP / ISIN:
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61776L5K9 / US61776L5K91
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Listing:
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The securities will not be listed on any securities exchange.
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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 $983.90 per security, or within $25.00 of that estimate. See “Investment Summary” on page 2.
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Commissions and issue price:
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Price to public(1)
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Agent’s commissions and fees(2)
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Proceeds to us(3)
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Per security
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$1,000
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$
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$
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Total
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$
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$
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$
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(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 $ 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 for Jump Securities.
(3)See “Use of proceeds and hedging” on page 20.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.
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. When you read the accompanying product supplement and index supplement, please note that all references in such supplements 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 Securities” and “Additional Information About the Securities” 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.
Product Supplement for Jump Securities dated November 16, 2023 Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024