Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
June 14 2024 - 3:49PM
Edgar (US Regulatory)
Morgan
Stanley Finance LLC
Structured Investments
|
Free
Writing Prospectus to Preliminary Pricing Supplement No. 2,634
Filed
pursuant to Rule 433
Registration
Statement Nos. 333-275587; 333-275587-01
June
14, 2024 |
Market Linked Securities—Auto-Callable
with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities
Linked to the Common Stock of Amazon.com, Inc. due July 1, 2027
Fully and Unconditionally Guaranteed by Morgan
Stanley
|
Summary of terms
Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
Underlying stock |
Amazon.com, Inc. common stock |
Pricing date* |
June 27, 2024 |
Original issue date* |
July 2, 2024 |
Face amount |
$1,000 per security |
Automatic call |
If, on the call date, the stock closing price is greater than or equal to the starting price, the securities will be automatically called for the call payment on the call settlement date. |
Call date* |
July 2, 2025 |
Call settlement date |
Three business days after the call date |
Call payment |
At least $1,146.50 per security, which corresponds to a call premium of at least 14.65% 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 underlying stock is greater than the starting price:
$1,000 + ($1,000 × stock return × participation
rate)
·
if
the ending price of the underlying stock is equal to or less than the starting price but greater than or equal to the threshold price:
$1,000
·
if
the ending price of the underlying stock is less than the threshold price:
$1,000 + ($1,000 ×
stock return) |
Stock return |
(ending price - starting price) / (starting price) |
Maturity date* |
July 1, 2027 |
Starting price |
The stock closing price on the pricing date |
Ending price |
The stock closing price on the calculation day |
Threshold price |
75% of the starting price |
Participation rate |
150% |
Calculation day* |
June 28, 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 |
61776MNL5 |
Tax considerations |
See preliminary pricing supplement |
Hypothetical payout profile**
If the securities are not automatically called prior to maturity and the ending price is less than the threshold price, you will be fully
exposed to the decline in the stock closing price. You may lose more than 25%, 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 $957.40, 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/895421/000095010324008349/dp212890_424b2-ps2634.htm
*subject to change
** In addition, selected
dealers may receive a fee of up to 0.35% for marketing and other services.
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
stock. |
| · | 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
Stock
| · | No affiliation with Amazon.com, Inc. |
| · | We may engage in business with or involving Amazon.com, Inc. 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 stock. |
| · | Historical closing prices of the underlying stock should not be taken as
an indication of the future performance of the underlying stock during the term of the securities. |
For more information about the underlying stock, 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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