Equity-Linked
Partial Principal at Risk Securities due May 29,
2026
Based on the Performance of
the Worst Performing of the Dow Jones Industrial
AverageSM,
the Russell 2000®
Index and the NASDAQ-100
Index®
Fully and Unconditionally
Guaranteed by Morgan Stanley
Equity-Linked Partial
Principal at Risk 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, provide for a minimum payment
amount of only 95% of principal at maturity and have the terms
described in the accompanying product supplement, index supplement
and prospectus, as supplemented and modified by this document. The
payment at maturity on the securities will be based on the
performance of the worst performing of the Dow Jones Industrial
AverageSM,
the Russell 2000®
Index and the NASDAQ-100
Index®.
At maturity, if the final index value of
each
of the underlying indices is
greater than its respective initial index value, investors will
receive the stated principal amount of their
investment
plus
a supplemental redemption
amount reflecting 125% of the appreciation of the worst performing
underlying index from its initial index value to its final index
value, subject to the maximum payment amount. The supplemental
redemption amount will therefore be payable only if
all three
underlying indices have
appreciated from their respective initial index values. However, if
at maturity the final index value of
any
underlying index has
depreciated in value, investors will lose 1% for every 1% decline
in the worst performing underling index from its initial index
value to its final index value, subject to the minimum payment
amount.
Investors may lose up to 5% of
the stated principal amount of the securities.
Because the payment at
maturity is based on the worst performing of the underlying
indices, a decline in any underlying index will result in a loss of
up to 5% of your investment even if the other underlying indices
have appreciated or have not declined as much. The securities are
for investors who are concerned about principal risk, but seek an
equity index-based return, and who are willing to risk 5% of their
principal and to forgo current income and upside returns above the
maximum payment amount in exchange for the repayment of at least
95% of the principal at maturity and the opportunity to earn a
return reflecting 125% of the appreciation of the worst performing
underlying index
from its initial index value
to its final index value, subject to the maximum payment amount.
The securities are securities issued as part of MSFL’s Series A
Global Medium-Term Notes program.
All payments on the
securities, including the payment of the minimum payment amount at
maturity, 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 (see “Commissions and
issue price” below)
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Stated principal
amount:
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$1,000 per security
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Aggregate principal
amount:
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$
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Pricing
date:
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May 26, 2022
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Original issue
date:
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June 1, 2022 (3 business days after the
pricing date)
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Maturity
date:
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May 29, 2026
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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
Russell 2000® Index
(the “RTY Index”) and the NASDAQ-100
Index®
(the “NDX
Index”)
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Payment at
maturity:
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If the final index value of
each underlying
index is
greater than
its respective initial index
value:
$1,000 + supplemental redemption amount,
subject to the maximum payment amount
If the final index value of
any underlying
index is
less than or equal
to its respective initial index
value:
$1,000 × index performance factor of the
worst performing underlying index, subject to the minimum payment
amount
Under these circumstances, the
payment at maturity will be less than the stated principal amount
of $1,000 per security by an amount that is proportionate to the
percentage decline of the worst performing underlying index.
However, under no circumstances will the payment due at maturity be
less than the minimum payment amount of $950 per
security.
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Supplemental redemption
amount:
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(i) $1,000
times
(ii) the index percent change of the worst
performing underlying index
times
(iii) the participation
rate
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Worst performing underlying
index:
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The underlying index with the lowest index
percent change
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Maximum payment
amount:
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At least $1,552.50 per security (155.25%
of the stated principal amount). The actual maximum payment amount
will be determined on the pricing date.
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Minimum payment
amount:
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$950 per security (95% of the stated
principal amount)
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Participation
rate:
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125%
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Index percent
change:
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With respect to each underlying index,
(final index value – initial index value) / initial index
value
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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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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 RTY 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
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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 determination
date
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Determination
date:
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May 26, 2026, subject to postponement for
non-index business days and certain market disruption
events
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CUSIP /
ISIN:
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61774DFZ5 / US61774DFZ50
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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 $967.20 per security, or
within $30.00 of that estimate. See “Investment Summary” beginning
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.
(3)See
“Use of proceeds and hedging” on page 19.
The securities 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 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.
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
Equity-Linked Partial Principal at Risk Securities dated
November 16,
2020
Index Supplement
dated November
16, 2020 Prospectus
dated November
16, 2020
