Morgan Stanley |
Free
Writing Prospectus to Preliminary Terms No. 5,262
Registration
Statement Nos. 333-221595; 333-221595-01
Dated
November 10, 2020; Filed pursuant to Rule 433 |
1-Year
Worst-of SLV and GDX Contingent Income Buffered 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, 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 |
Underlyings: |
iShares®
Silver Trust (SLV) and VanEck Vectors® Gold Miners ETF (GDX) |
Early redemption: |
If the determination closing price of each of the underlying shares is greater than or equal to its initial share price on any quarterly redemption determination date, the securities will be automatically redeemed |
Contingent quarterly coupon: |
11.00% to 13.00% per annum |
Coupon barrier level: |
85% of the initial share price for each underlying |
Buffer amount: |
15% |
Redemption determination dates: |
Quarterly |
Coupon payment dates: |
Quarterly |
Pricing date: |
November 24, 2020 |
Final observation date: |
November 29, 2021 |
Maturity date: |
December 2, 2021 |
CUSIP: |
61771EKB3 |
Preliminary terms: |
https://www.sec.gov/Archives/edgar/data/895421/
000095010320021864/dp140564_fwp-ps5262.htm |
1All payments are subject to our credit risk |
Hypothetical Payout
at Maturity1
(if the securities
have not been previously redeemed) |
Change in Worst Performing Underlying |
Payment at Maturity (excluding any coupon payable at maturity) |
+40% |
$1,000.00 |
+30% |
$1,000.00 |
+20% |
$1,000.00 |
+10% |
$1,000.00 |
0% |
$1,000.00 |
-10% |
$1,000.00 |
-15% |
$1,000.00 |
-16% |
$990.00 |
-20% |
$950.00 |
-30% |
$850.00 |
-40% |
$750.00 |
-50% |
$650.00 |
-60% |
$550.00 |
-70% |
$450.00 |
-80% |
$350.00 |
-90% |
$250.00 |
-100% |
$150.00 |
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
Shares
For more information about the underlying shares,
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.
| · | The
securities provide a minimum payment at maturity of only 15% of your principal. |
| · | The
securities do not provide for the regular payment of interest and may pay no interest
over the entire term of the securities. |
| · | You
are exposed to the price risk of each of the underlying shares, with respect to both
the contingent quarterly coupons, if any, and the payment at maturity. |
| · | Single
commodity prices tend to be more volatile than, and may not correlate with, the prices
of commodities generally. |
| · | The
securities are subject to risks associated with silver. |
| · | There
are risks relating to trading of commodities on the London Bullion Market Association. |
| · | Suspensions
or disruptions of market trading in commodity and related futures markets could adversely
affect the price of the securities. |
| · | Investing
in the securities exposes investors to risks associated with investments in securities
with a concentration in the gold and silver mining industry. |
| · | The
prices of the GDX Shares are subject to currency exchange risk. |
| · | The
contingent quarterly coupon, if any, is based only on the determination closing prices
of the underlying shares on the related quarterly observation date at the end of the
related interest period. |
| · | Investors
will not participate in any appreciation in the price of either of the underlying shares. |
| · | 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. |
| · | The
antidilution adjustments the calculation agent is required to make do not cover every
event that could affect the underlying shares. |
| · | The
securities will not be listed on any securities exchange and secondary trading may be
limited, and accordingly, you should be willing to hold your securities for the entire
1-year term of the securities. |
| · | 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 $944.00 per security, or within $35.00
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. |
| · | Investing
in the securities is not equivalent to investing in the underlying shares, in the commodity
composing the SLV Shares or the securities composing the NYSE Arca Gold Miners Index
or the GDX Shares. |
| · | Adjustments
to the GDX Shares or the index tracked by the GDX Shares could adversely affect the value
of the securities. |
| · | The
performance and market price of the SLV Shares and the GDX Shares, particularly during
periods of market volatility, may not correlate with the performance of its underlying
commodity, with respect to the SLV Shares, or the share underlying index or the component
securities of the share underlying index, with respect to the GDX Shares, or the net
asset value per share of the respective underlying shares. |
| · | Hedging
and trading activity by our affiliates could potentially 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. |
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.