Contingent
Income Auto-Callable
Securities due October 9, 2024, with 3-Month Initial Non-Call
Period
All Payments on the Securities
Based on the Worst Performing of the Russell
2000®
Index, the NASDAQ-100
Index®
and the Dow Jones Industrial
AverageSM
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
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. Instead, the
securities will pay a contingent monthly coupon
but only if
the index closing value
of
each
of the Russell
2000®
Index, the
NASDAQ-100 Index®
and
the Dow Jones Industrial
AverageSM
is
at or above
70% of its respective initial
index value, which we refer to as the respective
coupon threshold
level,
on the related observation
date. However, if the index closing value of
any
underlying index
is
less than
its
coupon threshold
level
on any observation date, we
will pay no interest for the related monthly period. In addition,
starting three months after the original issue date, the securities
will be automatically redeemed if the index closing value
of
each
underlying index
is
greater than or equal
to
its respective
initial index
value
on any monthly redemption
determination date, for the early redemption payment equal to the
sum of the stated principal amount
plus
the related contingent monthly
coupon. 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
70% of its respective initial index value,
which we refer to as the respective downside threshold level, the
payment at maturity will be the stated principal amount and the
related contingent monthly coupon. If, however, the final index
value of
any underlying index is
less than
its respective downside threshold level,
investors will be fully 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 and also the risk of not receiving
any contingent monthly coupons throughout the 1.5-year term of the
securities. Because all payments on the securities are
based on the worst performing of the underlying indices, a decline
beyond the respective coupon threshold level or respective downside
threshold level, as applicable, of any underlying index will result
in few or no contingent coupon payments or a significant loss of
your investment, even if one or both of the other underlying
indices have appreciated or have not declined as much. The
securities are for investors who are willing to risk their
principal based on the worst performing of three underlying indices
and who seek an opportunity to earn interest at a potentially
above-market rate in exchange for the risk of receiving no monthly
coupons over the entire 1.5-year term, with no possibility of being
called out of the securities until after the 3-month initial
non-call period. 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.
|
|
|
|
|
|
|
SUMMARY
TERMS
|
|
|
Issuer:
|
Morgan Stanley Finance
LLC
|
|
|
Guarantor:
|
Morgan Stanley
|
|
|
Underlying
indices:
|
Russell 2000®
Index (the “RTY Index”), NASDAQ-100
Index®
(the “NDX Index”) and
Dow Jones Industrial
AverageSM
(the “INDU Index”)
|
|
|
Aggregate principal
amount:
|
$
|
|
|
Stated principal
amount:
|
$1,000 per security
|
|
|
Issue price:
|
$1,000 per security (see “Commissions and
issue price” below)
|
|
|
Pricing
date:
|
April 4, 2023
|
|
|
Original issue
date:
|
April 10, 2023 (4 business days after the
pricing date)
|
|
|
Maturity
date:
|
October 9, 2024
|
|
|
Contingent monthly
coupon:
|
A
contingent
coupon will be paid on the securities on
each coupon payment date
but only if
the index closing value of
each
underlying index is at or above its respective
coupon
threshold level
on the related observation date. If
payable, the contingent monthly coupon will be an amount in cash
per stated principal amount corresponding to a return of at least
9.00%
per annum
(corresponding to approximately $7.50 per
month per security, to be determined on the pricing date) for each
interest payment period for each applicable observation
date.
If, on any observation date,
the index closing value of any underlying index is less than its
respective coupon threshold level, we will pay no coupon for the
applicable monthly period. It is possible that any
underlying index will remain below its respective coupon threshold
level for extended periods of time or even throughout the entire
1.5-year term of the securities so that you will receive few or no
contingent monthly coupons.
|
|
|
Payment at
maturity:
|
If the securities have not been
automatically redeemed prior to maturity, the payment at maturity
will be determined as follows:
If the final index value of
each
underlying index is
greater than or equal
to its respective downside threshold level,
investors will receive the stated principal amount
plus
the contingent monthly coupon with respect to the final observation
date.
If the final index value of
any underlying index is
less than
its respective downside threshold level,
investors will receive (i) the stated principal
amount
multiplied by
(ii) the index performance factor of the
worst performing underlying index. Under these circumstances, the
payment at maturity will be less than 70% of the stated principal
amount of the securities 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 $967.80 per security, or
within $25.00 of that estimate. See “Investment Summary” beginning
on page 3.
|
|
|
Commissions and issue
price:
|
Price to
public
|
Agent’s
commissions(1)
|
Proceeds to
us(2)
|
|
Per security
|
$1,000
|
$
|
$
|
|
Total
|
$
|
$
|
$
|
(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 for auto-callable
securities.
(2)See
“Use of proceeds and hedging” on page 30.
The securities involve risks
not associated with an investment in ordinary debt securities. See
“Risk Factors” beginning on page 12.
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