Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
22 Julio 2024 - 7:33PM
Edgar (US Regulatory)
|
Morgan Stanley Finance LLC
Structured Investments |
Free Writing Prospectus to
Preliminary Pricing Supplement No. 3,075
Filed pursuant to Rule 433
Registration Statement Nos.
333-275587; 333-275587-01
July 22, 2024 |
|
Market Linked Securities— Auto-Callable with
Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due August 5, 2027
Fully and Unconditionally Guaranteed by Morgan
Stanley |
Summary
of terms
| Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
| Underlying stocks |
Common stock of Microsoft Corporation (the “MSFT Stock”) and the common stock of NVIDIA Corporation (the “NVDA Stock”) |
| Pricing date* |
July 31, 2024 |
| Original issue date* |
August 5, 2024 |
| Face amount |
$1,000 per security |
| Automatic call |
If, on the call date, the stock closing price of the lowest performing underlying stock is greater than or equal to its starting price, the securities will be automatically called for the call payment on the call settlement date. |
| Call date* |
August 5, 2025 |
| Call settlement date |
Three business days after the call date |
| Call payment |
At least $1,460 per security, which corresponds to a call premium of at least 46.00% of the face amount (to be determined on the pricing date). |
| Maturity payment amount (per security) |
If the securities are not automatically called prior
to maturity, you will be entitled to receive on the maturity date a cash payment per security as follows:
· if
the ending price of the lowest performing underlying stock is greater than its starting price:
$1,000 + ($1,000 × stock return of the lowest
performing underlying stock × participation rate)
· if
the ending price of the lowest performing underlying stock is equal to or less than its starting price but greater than or equal to its
threshold price:
$1,000
· if
the ending price of the lowest performing underlying stock is less than its threshold price:
$1,000 + $1,000 ×
(stock return of the lowest performing underlying stock) |
| Stock return |
For each underlying stock, (ending price - starting price) / (starting price) |
| Lowest performing underlying stock |
The underlying stock with the lower stock return |
| Maturity date* |
August 5, 2027 |
| Starting price |
For each underlying stock, the stock closing price on the pricing date |
| Ending price |
For each underlying stock, the stock closing price on the calculation day |
| Threshold price |
For each underlying stock, 60% of the starting price |
| Participation rate |
178% |
| Calculation day* |
August 2, 2027, subject to postponement for non-trading days and certain market disruption events. |
| Calculation agent |
Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor |
| Denominations |
$1,000 and any integral multiple of $1,000 |
| Agent discount** |
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 $25.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $20.00 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. |
| CUSIP |
61776M2H7 |
| Tax considerations |
See preliminary pricing supplement |
*subject
to change
** In addition, selected dealers
may receive a fee of up to 0.25% for marketing and other services
Hypothetical payout profile**
**assumes a call premium equal to the lowest possible call premium that
may be determined on the pricing date
If the securities are not automatically called prior to maturity
and the ending price of EITHER underlying stock is less than its threshold price, you will be exposed to the decline in the stock closing
price of the lowest performing underlying stock. You may lose more than 40%, and possibly all, of your investment.
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 will be less than $1,000 per security. We estimate that the value of each security
on the pricing date will be approximately $965.80, or within $45.00 of that estimate. Our estimate of the value of the securities as determined
on the pricing date will be set forth in the final pricing supplement. See “Estimated Value of the Securities” in the accompanying
preliminary pricing supplement for further information.
This document provides a summary of the terms of the
securities. Investors should carefully review the accompanying preliminary pricing supplement referenced below, product supplement for
principal at risk securities and prospectus, and the “Selected risk considerations” on the following page, before making a
decision to invest in the securities.
Preliminary pricing supplement: https://www.sec.gov/Archives/edgar/data/895421/000095010324010378/
dp214899_424b2-ps3075.htm
| The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Selected risk considerations” in this term sheet and “Risk Factors” in the accompanying preliminary pricing supplement and product supplement. All payments on the securities are subject to our credit risk. |
This introductory
term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
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.
Selected risk considerations
The risks set forth below are discussed in more detail in the “Risk
Factors” section in the accompanying preliminary pricing supplement, product supplement for principal at risk securities and prospectus.
Please review those risk factors carefully.
Risks Relating to an Investment in the Securities
| · | The
securities do not pay interest or guarantee the return of the face amount of your securities at maturity. |
| · | If
the securities are automatically called prior to maturity, the appreciation potential of the securities is limited by the fixed call
payment specified for the call date. |
| · | The
market price will be influenced by many unpredictable factors. |
| · | 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. |
| · | As
a finance subsidiary, MSFL has no independent operations and will have no independent assets. |
| · | Investing
in the securities is not equivalent to investing in the underlying stocks. |
| · | 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. |
| · | 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. |
| · | The
securities will not be listed on any securities exchange and secondary trading may be limited. |
| · | The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. |
| · | Hedging
and trading activity by our affiliates could potentially adversely affect the value of the securities. |
| · | The
maturity date may be postponed if the calculation day is postponed. |
| · | Potentially
inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. |
| · | The
U.S. federal income tax consequences of an investment in the securities are uncertain. |
Risks Relating to the Underlying
Stocks
| · | You
are exposed to the price risk of each underlying stock. |
| · | Because
the securities are linked to the performance of the lowest performing underlying stock, you are exposed to greater risk of sustaining
a loss on your investment than if the securities were linked to just one underlying stock. |
| · | No
affiliation with Microsoft Corporation or NVIDIA Corporation. |
| · | We
may engage in business with or involving Microsoft Corporation or NVIDIA Corporation without regard to your interests. |
| · | The
antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying
stocks. |
| · | Historical
closing prices of the underlying stocks should not be taken as an indication of the future performance of the underlying stocks during
the term of the securities. |
For more information about the underlying stocks, including historical
performance information, see the accompanying preliminary pricing supplement.
Morgan Stanley and MSFL have filed a registration statement
(including a prospectus, as supplemented by the applicable product 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 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 and prospectus if you so request by calling toll-free 1-(800)-584-6837.
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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