Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee the repayment of any principal at maturity and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. Beginning after one-year, if a redemption event has occurred with respect to each of the class C capital stock of Alphabet Inc., the common stock of Microsoft Corporation and the Nasdaq-100 Index®, which we refer to collectively as the underlyings, the securities will be automatically redeemed for an early redemption payment that will increase over the term of the securities, as described below. A redemption event occurs with respect to an underlying if, on any quarterly determination date (beginning after one year), the closing level of such underlying (multiplied by the respective then-current adjustment factor, if applicable) is greater than or equal to 100% of its respective initial level, which we refer to as the respective call threshold level. The securities will be redeemed if a redemption event occurs with respect to each of the underlyings on either the same quarterly determination date (beginning after one year) or on different quarterly determination dates (beginning after one year), but a redemption event must occur with respect to each of the underlyings for the securities to be automatically redeemed. No further payments will be made on the securities once they have been redeemed. At maturity, if a redemption event has occurred with respect to each underlying on or prior to the final determination date, investors will receive a payment at maturity per $1,000 security that reflects a per annum return of approximately 20.25%. If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to 70% of its respective initial level, which we refer to as the respective downside threshold level, investors will receive the stated principal amount of their investment. However, if at least one underlying has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying from its initial level 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. The securities are for investors who are willing to risk their principal based on the worst performing underlying and forgo current income and participation in the appreciation of the underlyings in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if a redemption event occurs with respect to each underlying on or prior to the final determination date. In order for you to receive a positive return on the securities, a redemption event must occur with respect to each underlying on or prior to the final determination date. Furthermore, a redemption event can occur with respect to any underlying only on one of the quarterly determination dates (beginning after one year), and not at other times during the term of the securities. If at least one underlying has not experienced a redemption event on or prior to the final determination date, the payment at maturity will be based on the worst performing of the underlyings. In such a scenario, a decline beyond the respective downside threshold level of any underlying will result in a significant loss of your investment, even if the other underlyings have appreciated or have not declined as much. Investors will not participate in the appreciation of any underlying. The securities are 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.
| | | |
FINAL TERMS |
Issuer: | Morgan Stanley Finance LLC |
Guarantor: | Morgan Stanley |
Underlyings: | Alphabet Inc. class C capital stock (the “GOOG Stock”), Microsoft Corporation common stock (the “MSFT Stock”) and Nasdaq-100 Index® (the “NDX Index”). We refer to each of the GOOG Stock and the MSFT Stock as an underlying stock. |
Aggregate principal amount: | $1,487,000 |
Stated principal amount: | $1,000 per security |
Issue price: | $1,000 per security |
Pricing date: | November 12, 2024 |
Original issue date: | November 15, 2024 (3 business days after the pricing date) |
Maturity date: | November 17, 2027 |
Early redemption: | The securities are not subject to automatic early redemption until approximately one year after the original issue date. Following the 1-year initial non-call period, the securities will be automatically redeemed if, as of any quarterly determination date, beginning on November 14, 2025, a redemption event, as defined below, has occurred on or prior to such determination date with respect to each of the underlyings. The securities will not be redeemed on any early redemption date unless a redemption event has occurred with respect to each of the underlyings on or prior to the related determination date. |
Redemption event: | A redemption event occurs with respect to an underlying if, on any quarterly determination date (beginning after one year), the closing level of such underlying (multiplied by the respective then-current adjustment factor, if applicable) is greater than or equal to its respective call threshold level. In order for you to receive a positive return on the securities, a redemption event must occur with respect to each individual underlying on a determination date up to and including the final determination date. |
Early redemption payment: | The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 20.25% per annum) for each quarterly determination date. See “Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)” below. |
Determination dates: | Beginning after one year, quarterly, as set forth under “Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)” below. The determination dates are subject to postponement for non-trading days, non-index business days and certain market disruption events. |
Early redemption dates: | See “Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)” below. If any such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustments will be made to the early redemption payment. |
Determination closing level: | With respect to each underlying stock, on any trading day, the closing price of such underlying on such trading day times the respective then-current adjustment factor for such underlying on such trading day With respect to the NDX Index, on any index business day, the index closing value of such underlying on such index business day |
Payment at maturity: | If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows: ●If a redemption event has occurred with respect to each underlying on or prior to the final determination date: $1,607.50 ●If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to its respective downside threshold level: $1,000 ●If at least one underlying has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level: $1,000 x share performance factor of the worst performing underlying Under these circumstances, you will lose more than 30%, and possibly all, of your investment. |
| 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: | $986.90 per security. 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 | $0 | $1,000 |
Total | $1,487,000 | $0 | $1,487,000 |
(1)Selected dealers and their financial advisors will receive a structuring fee of up to $8 for each security from the agent or its affiliates. MS & Co., the agent, will not receive a sales commission in connection with the securities. 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 27.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11.
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