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Form FWP Morgan Stanley Finance Filed by: Morgan Stanley Finance LLC

February 3, 2023 9:54 AM EST

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Free Writing Prospectus to Preliminary Terms No. 7,906

Registration Statement Nos. 333-250103; 333-250103-01

Dated February 2, 2023; Filed pursuant to Rule 433

Morgan Stanley

3-Year VLO Contingent Income Auto-Callable Securities

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary terms referenced below, product 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

Underlying stock:

Valero Energy Corporation common stock (“VLO”)

Stated principal amount:

$10 per security

Issue price:

$10 per security

Pricing date:

February 10, 2023

Original issue date:

February 15, 2023 (3 business days after the pricing date)

Maturity date:

February 13, 2026

Early redemption:

If, on any of the first eleven determination dates, the determination closing price of the underlying stock is greater than or equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date, as set forth below. No further payments will be made on the securities once they have been redeemed.

Early redemption payment:

The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the related determination date.

Determination closing price:

The closing price of the underlying stock on any determination date other than the final determination date times the adjustment factor on such determination date.

Contingent quarterly coupon:

If, on any determination date, the determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold price, we will pay a contingent quarterly coupon at an annual rate of 11.00% (corresponding to approximately $0.275 per quarter per security) on the related contingent payment date.

If, on any determination date, the determination closing price or the final share price, as applicable, is less than the downside threshold price, no contingent quarterly coupon will be paid with respect to that determination date.    

Determination dates:

May 10, 2023, August 10, 2023, November 10, 2023, February 12, 2024, May 10, 2024, August 12, 2024, November 11, 2024, February 10, 2025, May 12, 2025, August 11, 2025, and November 10, 2025, subject to postponement for non-trading days and certain market disruption events. We also refer to February 10, 2026 as the final determination date.

Contingent payment dates:

With respect to each determination date other than the final determination date, the third business day after the related determination date, as set forth below. The payment of the contingent quarterly coupon, if any, with respect to the final determination date will be made on the maturity date.

Payment at maturity1:

If the final share price is greater than or equal to the downside threshold price:

(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date

If the final share price is less than the downside threshold price:

(i) the stated principal amount multiplied by (ii) the share performance factor

Share performance factor:

Final share price divided by the initial share price

Adjustment factor:

1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock

 

Downside threshold price:

50% of the initial share price

Initial share price:

The closing price of the underlying stock on the pricing date

Final share price:

The closing price of the underlying stock on the final determination date times the adjustment factor on such date

CUSIP / ISIN:

61774U307 / US61774U3077

Preliminary terms:

https://www.sec.gov/Archives/edgar/data/895421/000183988223002853/ms7906_fwp-01529.htm

 

Determination Dates

Contingent Payment Dates / Redemption Dates

May 10, 2023

May 15, 2023

August 10, 2023

August 15, 2023

November 10, 2023

November 15, 2023

February 12, 2024

February 15, 2024

May 10, 2024

May 15, 2024

August 12, 2024

August 15, 2024

November 11, 2024

November 14, 2024

February 10, 2025

February 13, 2025

May 12, 2025

May 15, 2025

August 11, 2025

August 14, 2025

November 10, 2025

November 14, 2025

February 10, 2026 (final determination date)

February 13, 2026 (maturity date)

 

Hypothetical Payout at Maturity1

(if the securities have not previously been redeemed)

Change in Underlying

Payment at Maturity (excluding any coupon payable at maturity)

+40%

$10.00

+30%

$10.00

+20%

$10.00

+10%

$10.00

0%

$10.00

-10%

$10.00

-20%

$10.00

-30%

$10.00

-40%

$10.00

-50%

$10.00

-51%

$4.90

-60%

$4.00

-70%

$3.00

-80%

$2.00

-90%

$1.00

-100%

$0

1All payments are subject to our credit risk


 

 

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 Stock

For more information about the underlying stock, 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 Securities

The securities do not guarantee the return of any principal.

You will not receive any contingent quarterly coupon for any quarterly period where the determination closing price is less than the downside threshold price.

The contingent quarterly coupon, if any, is based solely on the determination closing price or the final share price, as applicable.

Investors will not participate in any appreciation in the price of the underlying stock.

The automatic early redemption feature may limit the term of your investment to approximately three months. If the securities are redeemed early, you may not be able to reinvest at comparable terms or returns.

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 common stock of Valero Energy Corporation.

The securities will not be listed on any securities exchange and secondary trading may be limited.

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 original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices.

The estimated value of the securities is approximately $9.740 per security, or within $0.45 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.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.

The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.

The U.S. federal income tax consequences of an investment in the securities are uncertain.

Risks Relating to the Underlying Stock

No affiliation with Valero Energy Corporation.

We may engage in business with or involving Valero Energy Corporation without regard to your interests.

Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities.

The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stock.

 

Tax Considerations

You should review carefully the discussion in the accompanying preliminary terms under the caption “Additional Information About the Securities–Tax considerations” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.

 



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