Free Writing Prospectus to Preliminary Terms No. 7,738
Registration Statement Nos. 333-250103; 333-250103-01
Dated January 24, 2023; Filed pursuant to Rule 433
Morgan Stanley
6-Year SPX Trigger PLUS
This document provides a summary of the terms of the Trigger PLUS. Investors must carefully review the accompanying preliminary terms referenced below, product supplement, index supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
Summary Terms | |
Issuer: | Morgan Stanley Finance LLC |
Guarantor: | Morgan Stanley |
Maturity date: | March 5, 2029 |
Underlying index: | S&P 500® Index (SPX) |
Payment at maturity per Trigger PLUS: | If the final index value is greater than the initial index value: $10 + leveraged upside payment If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level: $10 If the final index value is less than the trigger level: $10 × index performance factor Under these circumstances, the payment at maturity will be less than the stated principal amount of $10 and will represent a loss of more than 25%, and possibly all, of your investment. |
Leveraged upside payment: | $10 × leverage factor × index percent increase |
Leverage factor: | 127% |
Index percent increase: | (final index value – initial index value) / initial index value |
Initial index value: | The index closing value on the pricing date |
Final index value: | The index closing value on the valuation date |
Trigger level: | 75% of the initial index value |
Valuation date: | February 28, 2029, subject to postponement for non-index business days and certain market disruption events |
Index performance factor: | Final index value divided by the initial index value |
Stated principal amount: | $10 per Trigger PLUS |
Issue price: | $10 per Trigger PLUS |
Pricing date: | February 14, 2023 |
Original issue date: | February 17, 2023 (3 business days after the pricing date) |
CUSIP/ISIN: | 61774U190 / US61774U1907 |
Preliminary terms: | https://www.sec.gov/Archives/edgar/data/895421/000183988223001298/ms7738_fwp-00771.htm |
1All payments are subject to our credit risk | |
Hypothetical Payout at Maturity1
Change in Underlying Index | Return on the Trigger PLUS |
+70.00% | 88.90% |
+60.00% | 76.20% |
+50.00% | 63.50% |
+40.00% | 50.80% |
+30.00% | 38.10% |
+20.00% | 25.40% |
+10.00% | 12.70% |
+5.00% | 6.35% |
0.00% | 0.00% |
-10.00% | 0.00% |
-20.00% | 0.00% |
-25.00% | 0.00% |
-26.00% | -26.00% |
-30.00% | -30.00% |
-40.00% | -40.00% |
-50.00% | -50.00% |
-60.00% | -60.00% |
-80.00% | -80.00% |
-100.00% | -100.00% |
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.
Underlying Index
For more information about the underlying index, including historical performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making an investment decision.
Risks Relating to an Investment in the Trigger PLUS
●The Trigger PLUS do not pay interest or guarantee return of any principal.
●The market price of the Trigger PLUS will be influenced by many unpredictable factors.
●The Trigger PLUS 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 Trigger PLUS.
●As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
●The amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time other than the valuation date.
●The estimated value of the Trigger PLUS is $9.255 per Trigger PLUS, or within $0.55 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.
●Investing in the Trigger PLUS is not equivalent to investing in the underlying index.
●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 Trigger PLUS in the original issue price reduce the economic terms of the Trigger PLUS, cause the estimated value of the Trigger PLUS to be less than the original issue price and will adversely affect secondary market prices.
●The Trigger PLUS 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 Trigger PLUS.
●Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS.
●The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain.
Risks Relating to the Underlying Index
●Governmental regulatory actions, such as sanctions, could adversely affect your investment in the Trigger PLUS.
●Adjustments to the underlying index could adversely affect the value of the Trigger PLUS.
Tax Considerations
You should review carefully the discussion in the accompanying preliminary terms under the caption “Additional Information About the Trigger PLUS–Tax considerations” concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS, and you should consult your tax adviser.