Buffered Jump Securities with Auto-Callable Feature due September 24, 2026
All Payments on the Securities Based on the Worst Performing of the Communication Services Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund 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”), 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 provide for the regular payment of interest and provide for a minimum payment at maturity of only 20% of the stated principal amount. The securities will be automatically redeemed if the closing level of each of the Communication Services Select Sector SPDR® Fund, the Technology Select Sector SPDR® Fund and the Dow Jones Industrial AverageSM which we refer to as the underlyings, on the first determination date is greater than or equal to its respective initial level, for an early redemption payment of at least $1,107 per security (to be determined on the pricing date), 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 level of each underlying is greater than its respective initial level, investors will receive the stated principal amount of their investment plus a return reflecting 150% of the upside performance of the worst performing underlying. If the securities have not previously been redeemed and the final level of any underlying is less than or equal to its respective initial level but no underlying has decreased by an amount greater than the specified buffer amount from its respective initial 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 level of any underlying is less than its respective initial level by an amount greater than the specified buffer amount, investors will lose 1% for every 1% decline in the worst performing underlying beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the stated principal amount. Accordingly, investors may lose up to 80% of the stated principal amount of the securities. The securities are for investors who are willing to risk their principal and forego current income in exchange for the possibility of receiving an early redemption payment greater than the stated principal amount if each underlying closes at or above the respective initial level on the first determination date or an equity-based return at maturity if each underlying closes above the respective initial level on the final determination date. Because all payments on the securities are based on the worst performing of the underlyings, a decline of more than 20% by any underlying will result in a loss of your investment, even if the other underlyings have appreciated or have not declined as much. 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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Underlyings:
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Communication Services Select Sector SPDR® Fund (the “XLC Shares”), Technology Select Sector SPDR® Fund (the “XLK Shares”) and Dow Jones Industrial AverageSM (the “INDU Index”). We refer to the XLC Shares and the XLK Shares, collectively, as the underlying shares.
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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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September 20, 2024
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Original issue date:
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September 25, 2024 (3 business days after the pricing date)
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Maturity date:
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September 24, 2026
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Early redemption:
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If, on the first determination date, the closing level of each underlying is greater than or equal to its respective initial level, the securities will be automatically redeemed for the early redemption payment on the early redemption date.
The securities will not be redeemed early on the early redemption date if the closing level of any underlying is below its respective initial level on the first 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 of at least $1,107 (to be determined on the pricing date), as set forth under “Determination Dates, Early Redemption Date and Early Redemption Payment” 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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See “Determination Dates, Early Redemption Date and Early Redemption Payment” below.
The determination dates are subject to postponement for non-index business days and non-trading days, as applicable, and certain market disruption events.
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Early redemption date:
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See “Determination Dates, Early Redemption Date and Early Redemption Payment” below. If 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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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 level of each underlying is greater than its respective initial level:
$1,000 + ($1,000 × underlying percent change of the worst performing underlying × 150%)
●If the final level of any underlying is less than or equal to its respective initial level but no underlying has decreased by an amount greater than the buffer amount of 20% from its respective initial level:
$1,000
●If the final level of any underlying has decreased by an amount greater than the buffer amount of 20% from its respective initial level:
$1,000 × (underlying performance factor of the worst performing underlying + 20%)
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under no circumstances will the securities pay less than the minimum payment at maturity of $200 per security.
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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 $962.60 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, MS & Co., 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 25.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.
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. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. 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, 2023 Index Supplement dated November 16, 2023
Prospectus dated April 12, 2024