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Securities with Auto-Callable
Feature due November 14, 2024, with 3-Month Initial Non-Call
Period
All Payments on the Securities
Based on the Worst Performing of the NASDAQ-100
Index®,
the Dow Jones Industrial AverageSM
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”), fully
and unconditionally guaranteed by Morgan Stanley,
and have the terms described
in the accompanying product supplement, index supplement and
prospectus, as supplemented or modified by this document. The
securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest. Beginning after three
months, the securities will be automatically redeemed if the index
closing value of
each
of the NASDAQ-100 Index®,
the Dow Jones Industrial AverageSM
and the Russell
2000®
Index, which we refer to as the underlying
indices,
on any of the monthly
determination dates is greater than or equal to 100% of its
respective initial index value, which we refer to as the respective
call threshold level, for an early redemption payment that will
increase over the term of the securities, 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 index value of each underlying index
is
greater than or equal
to its respective call threshold level,
investors will receive a fixed positive return, as set forth
below.
If the securities have not previously been
redeemed and the final index value of
any underlying index
is
less than
its respective call threshold level but
the final index value of
each underlying index
is
greater than or equal
to 70% of its respective initial index value,
which we refer to as the respective downside threshold level,
investors will receive a payment at maturity of $1,000 per $1,000
security. However, if the securities are not redeemed prior to
maturity and the final index value of
any underlying index
is less than its respective downside threshold level,
investors will be exposed to the decline in the worst performing
underlying index on a 1-to-1 basis, and will receive a payment at
maturity that is less than 70% of the stated principal amount of
the securities and could be zero.
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 forgo current income and participation in the
appreciation of any underlying index in exchange for the
possibility of receiving an early redemption payment or payment at
maturity greater than the stated principal amount if each
underlying index closes at or above the respective call threshold
level on a monthly determination date or the final determination
date, respectively. Because all payments on the securities are
based on the worst performing of the underlying indices, a decline
beyond the respective downside threshold level of any underlying
index will result in a significant loss of your investment, even if
the other underlying indices have appreciated or have not declined
as much. Investors will not participate in any appreciation of any
underlying index. 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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Underlying
indices:
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NASDAQ-100 Index®
(the “NDX Index”), Dow Jones Industrial
AverageSM
(the “INDU Index”) and Russell
2000®
Index (the “RTY Index”)
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Aggregate principal
amount:
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$
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Stated principal
amount:
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$1,000 per security
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Issue price:
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$1,000 per security
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Pricing
date:
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February 10, 2023
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Original issue
date:
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February 15, 2023 (3 business days after
the pricing date)
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Maturity
date:
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November 14, 2024
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Early
redemption:
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The securities are not subject
to automatic early redemption until approximately three months
after the original issue date. Following this 3-month initial
non-call period, if on any monthly determination
date, beginning on May 10, 2023, the index
closing value of
each
underlying index is
greater than or equal
to its respective call 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 early on any early redemption date if the index closing
value of any underlying index is below its respective call
threshold level on the related determination
date.
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Early redemption
payment:
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The early redemption payment will be an
amount in cash per stated principal amount (corresponding to a
return of at least approximately 11.15%
per
annum, to be determined on the pricing date)
for each monthly determination date, as set forth under
“Determination Dates, Early Redemption Dates and Early Redemption
Payments” below.
No further payments will be made on the
securities once they have been redeemed.
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Determination
dates:
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Beginning after three months, monthly. See
“Determination Dates, Early Redemption Dates and Early Redemption
Payments” below.
The determination dates are subject to
postponement for non-index business days and certain market
disruption events.
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Early redemption
dates:
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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.
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Downside threshold
level:
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With respect to the NDX Index, , which is
70% of its initial index value
With respect to the INDU Index, , which is
70% of its initial index value
With respect to the RTY Index, , which is
70% of its initial index value
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Call threshold
level:
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With respect to the NDX Index, , which is
100% of its initial index value
With respect to the INDU Index, , which is
100% of its initial index value
With respect to the RTY Index, , which is
100% of its initial index value
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Payment at
maturity:
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If the securities have not previously been
redeemed, you will receive at maturity a cash payment per security
as follows:
●If
the final index value of
each underlying
index is
greater than or equal
to its respective call threshold
level:
At least $1,195.125 (to be determined on
the pricing date)
●If
the final index value of
any underlying index
is
less than
its respective call threshold level but
the final index value of
each underlying index is
greater than or equal to its respective downside threshold
level:
$1,000
●If
the final index value of
any underlying
index is
less than
its respective downside threshold
level:
$1,000 × index performance factor of the
worst performing underlying index
Under these circumstances, you
will lose more than 30%, and possibly all, of your
investment.
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Terms continued on the
following page
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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 $965.30 per security, or
within $35.00 of that estimate. See “Investment Summary” beginning
on page 3.
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Commissions and issue
price:
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Price to
public
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Agent’s
commissions(1)
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Proceeds to
us(2)
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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)Selected
dealers and their financial advisors will collectively receive from
the agent, Morgan Stanley & Co. LLC, a fixed sales commission
of $ for each security they sell. 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.
(2)See
“Use of proceeds and hedging” on page 23.
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.
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, 2020
Index
Supplement dated November 16, 2020
Prospectus
dated November
16, 2020