Buffered Jump Securities with Auto-Callable Feature due July 28, 2026
Based on the Worst Performing of the iShares® MSCI EAFE ETF and the Russell 2000® Index
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities offered 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 closing level of each of the iShares® MSCI EAFE ETF and the Russell 2000® Index, which we refer to as the underlyings, 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 at least approximately 14.00% per annum (to be determined on the pricing date), 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 level of each underlying is greater than or equal to its respective initial level, investors will receive a payment at maturity of at least $1,210 per $1,000 security (to be determined on the pricing date). If the securities have not previously been redeemed and the final level of either underlying is less than its respective initial level but neither underlying has decreased by an amount greater than the specified buffer amount from its respective initial level, investors will receive the stated principal amount of their investment. However, if the securities are not automatically redeemed prior to maturity and the final level of either underlying is less than its respective initial level by an amount greater than the buffer amount of 20%, investors will lose 1.25% for every 1% decline of the worst performing underlying 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 underlyings and forego current income and participation in the appreciation of either underlying in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if each underlying closes at or above its respective then-applicable redemption threshold level on a semi-annual determination date or at or above its respective initial level on the final determination date, respectively, and the buffer feature that applies only to a limited range of performance of the worst performing underlying. Investors will not participate in any appreciation of either underlying. 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.
|
|
|
|
|
|
|
SUMMARY TERMS
|
|
Issuer:
|
Morgan Stanley Finance LLC
|
|
Guarantor:
|
Morgan Stanley
|
|
Underlyings:
|
iShares® MSCI EAFE ETF (the “EFA Shares”) and Russell 2000® Index (the “RTY Index”)
|
|
Aggregate principal amount:
|
$
|
|
Stated principal amount:
|
$1,000 per security
|
|
Issue price:
|
$1,000 per security
|
|
Pricing date:
|
January 27, 2025
|
|
Original issue date:
|
January 30, 2025 (3 business days after the pricing date)
|
|
Maturity date:
|
July 28, 2026
|
|
Early redemption:
|
lf, on any semi-annual determination date (other than the final determination date), beginning on July 23, 2025, the closing level of each underlying 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 closing level of either underlying 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 at least approximately 14.00% per annum, to be determined on the pricing date) 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 July 23, 2026 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 level of each underlying is greater than or equal to its respective initial level:
At least $1,210 (to be determined on the pricing date)
●If the final level of either underlying is less than its respective initial level but neither underlying has decreased by an amount greater than the buffer amount of 20% from its respective initial level:
$1,000
●If the final level of either underlying has decreased by an amount greater than the buffer amount of 20% from its respective initial level:
$1,000 + [$1,000 × (index return of the worst performing underlying + 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:
|
Approximately $991.10 per security, or within $25.00 of that estimate. 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
|
$
|
$
|
|
Total
|
$
|
$
|
$
|
|
(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. In addition, selected dealers and their financial advisors may receive a structuring fee of up to $6.25 for each security from the agent or its affiliates.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 25.
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. 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.
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, 2023 Index Supplement dated November 16, 2023
Prospectus dated April 12, 2024