Trigger
PLUS Based on the Value of the
Worst Performing of the Dow Jones Industrial
AverageSM,
the Russell 2000®
Index and the NASDAQ-100
Index®
due April 3,
2028
Trigger Performance Leveraged
Upside SecuritiesSM
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk
Securities
The Trigger PLUS are unsecured obligations
of Morgan Stanley Finance LLC (“MSFL”) and are fully and
unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will
pay no interest, do not guarantee any return of principal at
maturity and have the terms described in the accompanying product
supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. The payment at maturity
on the Trigger PLUS will be based on the value of the worst
performing of the Dow Jones Industrial
AverageSM,
the Russell 2000®
Index and the NASDAQ-100
Index®,
which we refer to as the underlying indices. At maturity,
if
each
underlying index has
appreciated
in value, investors will receive the
stated principal amount of their investment
plus
leveraged upside performance of the worst performing underlying
index. If
any of the underlying indices
depreciates
in value, but the final index value
of
each
underlying index is greater than or equal to 70% of the respective
initial index value, which we refer to as the respective trigger
level, investors will receive the stated principal amount of their
investment. However, if the final index value of
any underlying index is less than its
respective trigger level, investors will lose a significant portion
or all of their investment, resulting in a loss of 1% for every 1%
decline in the worst performing underlying index from its initial
index value.
Investors may lose their
entire initial investment in the Trigger PLUS.
Because the payment at maturity of the
Trigger PLUS is based on the worst performing of the underlying
indices, a decline in
any underlying index below its respective
trigger level will result in a significant loss of your investment,
even if the other underlying indices have appreciated or have not
declined as much. These long-dated Trigger PLUS 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 in exchange for the
upside leverage feature and the limited protection against loss
that applies only if the final index value of
each
underlying index is
greater than or equal
to the respective trigger level. The Trigger
PLUS 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 Trigger PLUS 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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Maturity
date:
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April 3, 2028
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Underlying
indices:
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Dow Jones Industrial
AverageSM
(the “INDU Index”), Russell
2000®
Index (the “RTY Index”) and NASDAQ-100
Index®
(the “NDX Index”)
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Valuation
date:
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March 29, 2028, subject to postponement
for non-index business days and certain market disruption
events
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Aggregate principal
amount:
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$
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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 + leveraged upside
payment
If the final index value of
any underlying
index is
less than or equal
to its respective initial index value, but
the final index value of
each underlying
index is
greater than or equal
to its respective trigger
level:
$1,000
If the final index value of
any underlying
index is
less than
its respective trigger
level:
$1,000 × index performance factor of the
worst performing underlying index
Under these circumstances, the
payment at maturity will be less than the stated principal amount
of $1,000 and will represent a loss of at least 30%, and possibly
all of your investment.
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Leveraged upside
payment:
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$1,000 × leverage factor × index percent
change of the worst performing underlying index
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Leverage
factor:
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At least 185% (applicable only if the
final index value of
each
underlying index is greater than its respective initial index
value). The actual leverage factor will be determined on the
pricing date.
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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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Worst performing underlying
index:
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The underlying index with the lowest index
percent change
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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 valuation
date
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Trigger
level:
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With respect to the INDU Index, , which is
70% of the initial index value of such index.
With respect to the RTY Index, , which is
70% of the initial index value of such index.
With respect to the NDX Index, , which is
70% of the initial index value of such index.
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Stated principal amount /
Issue price:
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$1,000 per Trigger PLUS (see “Commissions
and issue price” below)
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Pricing
date:
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March 29, 2023
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Original issue
date:
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April 3, 2023 (3 business days after the
pricing date)
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CUSIP /
ISIN:
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61774XHC0 / US61774XHC02
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Listing:
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The Trigger PLUS 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 $937.10 per Trigger PLUS, or
within $40.00 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 Trigger
PLUS
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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
Trigger PLUS will be sold only to investors purchasing the Trigger
PLUS in fee-based advisory accounts.
(2)MS
& Co. expects to sell all of the Trigger PLUS that it purchases
from us to an unaffiliated dealer at a price of $ per Trigger PLUS,
for further sale to certain fee-based advisory accounts at the
price to public of $1,000 per Trigger PLUS. MS & Co. will not
receive a sales commission with respect to the Trigger PLUS. 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
PLUS.
(3)See
“Use of proceeds and hedging” on page 21.
The Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS” and
“Additional Information About the Trigger PLUS” 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 PLUS
dated November 16, 2020
Index
Supplement dated November 16, 2020
Prospectus
dated November 16, 2020