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Morgan Stanley Finance LLC
Structured Investments
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Final Term Sheet dated January 20, 2022
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Pricing Supplement No. 3,582
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Registration Statement Nos. 333-250103; 333-250103-01
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Filed pursuant to Rule 433
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Market Linked Securities—Auto-Callable
with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the
Lowest Performing of the Dow Jones Industrial AverageSM, the Russell 2000® Index and the NASDAQ-100 Index®
due October 25, 2023
Fully and Unconditionally Guaranteed
by Morgan Stanley
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Summary of 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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Term
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Approximately 1.75 years (unless earlier called)
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Underlyings
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Dow Jones Industrial AverageSM (the “INDU Index”), Russell 2000® Index (the “RTY Index”) and the NASDAQ-100 Index® (the “NDX Index”)
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Pricing date
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January 20, 2022
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Original issue date
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January 25, 2022
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Face amount
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$1,000 per security (100% of par)
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Contingent coupon payments
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See “How contingent coupon payments are calculated” on page 2.
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Contingent coupon rate
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7.60% per annum
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Automatic call
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See “How to determine if the securities will be automatically called.” on page 2.
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Determination dates
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Quarterly, on the 20th of each January, April, July and October commencing in April 2022 and ending on the final determination date. We also refer to the October 2023 determination date as the final determination date.
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Coupon payment dates
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Three business days after the applicable determination date; provided that the coupon payment date for the final determination date is the maturity date.
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Maturity payment amount
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See “How the maturity payment amount is calculated” on page 2.
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Maturity date
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October 25, 2023
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Starting level
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For the Dow Jones Industrial AverageSM, 34,715.39; for the Russell 2000 Index, 2,024.037, for the NASDAQ 100 Index, 14,846.46 (for each Index, its closing level on the pricing date)
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Lowest performing underlying
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On any determination date, the underlying with the lowest performance factor on that determination date
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Performance factor
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With respect to each underlying, on any determination date,
the closing level on such determination date divided by the starting level
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Coupon threshold level
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For the Dow Jones Industrial AverageSM, 24,300.773; for the Russell 2000 Index, 1,416.8259; for the NASDAQ 100 Index, 10,392.522 (for each Index, 70% of its starting level)
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Downside threshold level
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For the Dow Jones Industrial AverageSM, 24,300.773; for the Russell 2000 Index, 1,416.8259; for the NASDAQ 100 Index, 10,392.522 (for each Index, 70% of its starting level)
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Calculation agent
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Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor
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Denominations
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$1,000 and any integral multiple of $1,000
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Agent discount
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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 $16.00 for each security
it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $10.00 per security,
and WFA will receive a distribution expense fee of $0.75 for each security sold by WFA.
In respect of certain securities sold in this offering, we
may pay a fee of up to $1.00 per security to selected securities dealers in consideration for marketing and other services in connection
with the distribution of the securities to other securities dealers.
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CUSIP
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61773HYV5
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Investment description
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Linked to the lowest performing of the Dow Jones Industrial AverageSM,
the Russell 2000® Index and the NASDAQ-100 Index® (each referred to as an “underlying”)
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Unlike ordinary debt securities, the securities do not guarantee the payment
of interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the
terms described below.
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Contingent Coupon. The securities will pay a contingent coupon on
a quarterly basis until the earlier of the maturity date or automatic call if, and only if, the closing level of the lowest performing
underlying on the determination date for that quarter is greater than or equal to its coupon threshold level. However, if the closing
level of the lowest performing underlying on a determination date is less than its coupon threshold level, you will not receive any contingent
coupon for the relevant quarter. If the closing level of the lowest performing underlying is less than its coupon threshold level on every
determination date, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold level
for each underlying is equal to 70% of its starting level. The contingent coupon rate is 7.60% per annum.
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Automatic Call. Beginning after six months, the securities will be
automatically called if the closing level of each underlying on any of the determination dates (other than the final determination date)
is greater than or equal to its respective starting level for a cash payment equal to the face amount plus a final contingent coupon
payment. No further payments will be made on the securities once they have been called.
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Potential Loss of Principal. If the securities are not automatically
called, you will receive the face amount at maturity if, and only if, the closing level of each underlying on the final determination
date is greater than or equal to its respective downside threshold level. If the closing level of any underlying on the final determination
date is less than its respective downside threshold level, investors will be fully exposed to the decline in the lowest performing underlying
on a 1-to-1 basis, and will receive a maturity payment amount that is less than 70% of the face amount of the securities and could be
zero.
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Accordingly, investors in the securities must be willing to accept the
risk of losing their entire initial investment and also the risk of not receiving any contingent coupon payments throughout the entire
term of the securities.
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Because all payments on the securities are based on the lowest performing
underlying, a decline beyond the respective coupon threshold level or respective downside threshold level of any underlying will result
in no contingent coupon payments or a significant loss of your investment, as applicable, even if the other underlyings have appreciated
or have not declined as much.
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The securities are for investors who are willing to risk their principal based
on the lowest performing of three underlyings and who seek an opportunity to earn interest at a potentially above-market rate in exchange
for the risk of receiving no contingent coupon payments over the entire term of the securities.
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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 securities included in any of the underlyings.
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No exchange
listing; designed to be held to maturity.
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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 is less than $1,000 per security. We estimate that the value of each security
on the pricing date is $960.00.
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
pricing supplement. All payments on the securities are subject to our credit risk.
Investors should carefully review the accompanying
pricing supplement, product supplement for auto-callable securities, index supplement and prospectus before making a decision to invest
in the securities.
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.
How the lowest performing underlying is determined
The lowest performing underlying on any determination date is the underlying
with the lowest performance factor on that determination date.
The performance factor with respect to an underlying on any determination
date will be its closing level on such determination date divided by its starting level (expressed as a percentage).
How the contingent coupon payments are calculated
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 closing level of the lowest performing
underlying on the related determination date is greater than or equal to its coupon threshold level.
If the closing level of the lowest performing underlying on any determination
date is less than its coupon threshold level, you will not receive any contingent coupon payment on the related contingent coupon payment
date. If the closing level of the lowest performing underlying is less than its coupon threshold level on all quarterly determination
date, you will not receive any contingent coupon payments over the term of the securities.
Each quarterly contingent coupon payment, if any, will be calculated
per security as follows:
($1,000 × contingent coupon rate) / 4
The contingent coupon rate is 7.60% per annum. Any contingent coupon
payments will be rounded to the nearest cent, with one-half cent rounded upward.
How to determine if the securities will be automatically
called
The securities are not subject to automatic call until approximately
six months after the original issue date. Following this 6-month non-call period, if, on any determination date (other than the final
determination date), beginning in July 2022, the closing level of each underlying is greater than or equal to its respective starting
level, 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.
The securities will not be automatically called on any call settlement
date if the closing level of any underlying is below its respective starting level on the related determination date.
Any positive return on the securities will be limited to the contingent
coupon payments, if any, even if the closing level of any underlying on the applicable determination date significantly exceeds its starting
level. You will not participate in any appreciation of any underlying.
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How the maturity payment amount is
calculated
If the securities are not automatically called,
you will be entitled to receive on the maturity date a cash payment per security equal to the maturity payment amount (in addition to
the final contingent coupon payment, if payable). The “maturity payment amount” per security will equal:
· if
the closing level of each underlying on the final determination date is greater than or equal to its respective downside
threshold level:
$1,000; or
· if
the closing level of any underlying on the final determination date is less than its respective downside threshold level:
$1,000 × performance factor of the
lowest performing underlying on the final determination date
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If the securities are not automatically called prior to the maturity
date and the closing level of the lowest performing underlying on the final determination date is less than its downside threshold level,
you will lose more than 30%, 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 any underlying, but you will have full downside exposure to the
lowest performing underlying on the final determination date if the closing level of that underlying on the final determination date is
less than its downside threshold level.
Hypothetical Returns
If the securities are automatically
called: Starting after six months, if the securities are automatically called, you will receive
a cash payment per security equal
to the face amount plus a final contingent coupon payment on the related call settlement date.
If the securities are not automatically
called: If the securities are not automatically called prior to the maturity date, the following table illustrates, for a range of
hypothetical performance factors of the lowest performing underlying on the final determination date, the hypothetical maturity payment
amount payable on the maturity date per security (excluding the final contingent coupon payment, if any). The performance factor of the
lowest performing underlying on the final determination date is its closing level expressed as a percentage of its starting level (i.e.,
its closing level on the final determination date divided by its starting level).
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Hypothetical
performance factor of the lowest performing underlying on the final determination date
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Maturity Payment Amount (per security)*
(excluding any coupon payable at maturity)
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130%
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$1,000.00
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120%
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$1,000.00
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110%
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$1,000.00
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100%
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$1,000.00
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90%
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$1,000.00
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80%
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$1,000.00
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70%
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$1,000.00
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69%
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$690.00
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60%
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$600.00
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50%
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$500.00
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30%
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$300.00
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10%
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$100.00
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* All payments are subject to our credit risk
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Selected risk considerations
The risks set forth below are discussed in more detail in
the “Risk Factors” section in the accompanying pricing supplement, product supplement for auto-callable securities, index
supplement and prospectus. Please review those risk factors carefully.
Risks Relating to an Investment in the Securities
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The securities do not guarantee the return of the face amount of your securities
at maturity.
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The securities do not provide for the regular payment of interest.
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The contingent coupon payment, if any, is based on the value of each underlying
on only the related quarterly determination date at the end of the related interest period.
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Investors will not participate in any appreciation in any underlying.
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The market price will be influenced by many unpredictable factors.
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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.
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As a finance subsidiary, MSFL has no independent operations and will have
no independent assets.
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Investing in the securities is not equivalent to investing in the underlyings.
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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.
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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.
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The securities will not be listed on any securities exchange and secondary
trading may be limited.
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The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate
of MSFL, will make determinations with respect to the securities.
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Hedging and trading activity by our affiliates could potentially adversely
affect the value of the securities.
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The maturity date may be postponed if the final determination date is postponed.
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Potentially inconsistent research, opinions or recommendations by Morgan Stanley,
MSFL, WFS or our or their respective affiliates.
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The U.S. federal income tax consequences of an investment in the securities
are uncertain.
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Risks Relating to the Underlyings
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You are exposed to the price risk of each underlying.
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Because the securities are linked to the performance of the lowest performing
underlying, you are exposed to greater risks of receiving no contingent coupon payments and sustaining a significant loss on your investment
than if the securities were linked to just one underlying.
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The securities are linked to the Russell 2000® Index and are
subject to risks associated with small-capitalization companies.
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Adjustments to the underlyings could adversely affect the value of the securities.
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Historical levels of the underlyings should not be taken as an indication
of the future performance of the underlyings during the term of the securities.
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For more information about the underlyings, including historical
performance information, see the accompanying pricing supplement.
Not suitable for all investors
Investment suitability must be determined individually
for each investor. The securities described herein are not a suitable investment for all investors. In particular, no investor should
purchase the securities unless they understand and are able to bear the associated market, liquidity and yield risks. Unless market conditions
and other relevant factors change significantly in your favor, a sale of the securities prior to maturity is likely to result in sale
proceeds that are substantially less than the face amount per security. MS & Co., Wells Fargo Securities, LLC and our respective affiliates
are not obligated to purchase the securities from you at any time prior to maturity.
Morgan Stanley and MSFL have
filed a registration statement (including a prospectus, as supplemented by the applicable product supplement and the index 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, the index 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, index supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
Consult your tax advisor
Investors should review carefully the accompanying
pricing supplement, product supplement for auto-callable securities, index supplement, prospectus supplement and prospectus and consult
their tax advisors regarding the application of the U.S. federal income tax laws to their particular circumstances, as well as any tax
consequences arising under the laws of any state, local or foreign jurisdiction.
“Dow Jones,” “Dow Jones
Industrial Average,” “Dow Jones Indexes” and “DJIA” are service marks of Dow Jones Trademark Holdings LLC.
The “Russell 2000®
Index” is a trademark of FTSE Russell.
“Nasdaq®,” “NASDAQ-100®”
and “NASDAQ-100 Index®” are trademarks of Nasdaq, Inc.
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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