Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
March 11 2024 - 11:45AM
Edgar (US Regulatory)
Morgan
Stanley
|
Free
Writing Prospectus to Preliminary Pricing Supplement No. 1,299
Registration Statement
Nos. 333-275587; 333-275587-01
Dated March 11, 2024; Filed
pursuant to Rule 433
|
Buffered Digital Tokyo Stock Price Index-Linked Notes
This document provides a summary of the terms of the notes. Investors
must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, index supplement and prospectus,
and the “Risk Considerations” on the following page, prior to making an investment decision.
Terms |
Issuing entity: |
Morgan Stanley Finance LLC |
Guarantor: |
Morgan Stanley |
Underlier: |
Tokyo Stock Price Index (TPX) |
Payment amount at maturity (for
each $1,000 Face Amount of your
notes): |
● If the Underlier Return is positive or zero, the greater of (i) the Threshold Settlement Amount and (ii) the sum
of (a) $1,000 plus (b) $1,000 times the Underlier Return; or
● If the Underlier Return is negative but not below -15%, $1,000; or
● If
the Underlier Return is negative and is below -15%, the sum of (i) $1,000 plus (ii)
the product of (a) the Buffer Rate times (b) the sum of the Underlier Return plus 15% times (c)
$1,000. |
Initial Underlier Level: |
To be determined on the Trade Date and may be higher or lower than the actual Closing Level of the Underlier on the Trade Date |
Final Underlier Level: |
The Closing Level of the Underlier on the Determination Date |
Underlier Return: |
The quotient of (i) the Final Underlier Level minus the Initial Underlier Level divided by (ii) the Initial Underlier Level, expressed as a percentage |
Threshold Settlement Amount: |
Expected to be between $1,210.00 and $1,247.00 |
Buffer Level: |
85% of the Initial Underlier Level |
Buffer Rate: |
The quotient of the Initial Underlier Level divided by the Buffer Level, which equals approximately 117.65% |
Trade Date: |
|
Settlement Date: |
Expected to be the fifth scheduled Business Day following the Trade Date |
Determination Date: |
Expected to be between 24 and 27 months after the Trade Date |
Stated Maturity Date: |
Expected to be the second scheduled Business Day following the Determination Date |
CUSIP: |
61771W5Y0 |
Preliminary pricing supplement: |
https://www.sec.gov/Archives/edgar/data/895421/0000950
10324003615/dp207940_424b2-ps1299.htm |
Hypothetical Payment Amount at Maturity1
Hypothetical Final Underlier Level
(as % of Initial Underlier Level) |
Hypothetical Payment Amount at Maturity
(as % of Face Amount) |
200.000% |
200.000% |
175.000% |
175.000% |
150.000% |
150.000% |
125.000% |
125.000% |
121.000% |
121.000% |
120.000% |
121.000% |
110.000% |
121.000% |
105.000% |
121.000% |
103.000% |
121.000% |
101.000% |
121.000% |
100.000% |
121.000% |
95.000% |
100.000% |
85.000% |
100.000% |
80.000% |
94.118% |
75.000% |
88.235% |
50.000% |
58.824% |
25.000% |
29.412% |
0.000% |
0.000% |
The issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free
1-800-584-6837.
Underlier
For more information about the Underlier, including historical performance
information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk
Factors” section in the accompanying preliminary pricing supplement and related product supplement and prospectus. Please review
those risk factors carefully prior to making an investment decision.
Risks Relating to an Investment in the Notes
| · | The notes do not pay interest or guarantee the return
of any of your principal. |
| · | The Stated Maturity Date of the notes is a pricing
term and will be determined by us on the Trade Date. |
| · | If you purchase your notes at a premium to the Face
Amount, the return on your investment will be lower than the return on notes purchased at the Face Amount, and the impact of certain key
terms of the notes will be negatively affected. |
| · | The market price will be influenced by many unpredictable
factors. |
| · | The notes 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 notes. |
| · | As a finance subsidiary, MSFL has no independent
operations and will have no independent assets. |
| · | The estimated value of the notes is $974.60 per note,
or within $15.00 of that estimate, and 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 amount payable on the notes is not linked to
the level of the Underlier at any time other than the Determination Date. |
| · | Investing in the notes is not equivalent to investing
in the Underlier. |
| · | 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 notes in the original
issue price reduce the economic terms of the notes, cause the estimated value of the notes to be less than the original issue price and
will adversely affect secondary market prices. |
| · | The notes 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 notes. |
| · | Hedging and trading activity by our affiliates could
potentially adversely affect the value of the notes. |
| · | We may sell an additional aggregate Face Amount of
notes at a different issue price. |
| · | The U.S. federal income tax consequences of an investment
in the notes are uncertain. |
Risks Relating to the Underlier
| · | There are risks associated with investments in securities
linked to the value of foreign equity securities. |
| · | The Underlier reflects the price return of the stocks
composing the Underlier, not a total return. |
| · | Adjustments to the Underlier could adversely affect
the value of the notes. |
| · | Past performance is no guide to future performance. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under the caption “Tax Considerations” concerning the U.S. federal income tax consequences of an investment
in the notes, and you should consult your tax adviser.
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