Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY
| Morgan Stanley |
Free Writing Prospectus to Preliminary Terms No. 176 Registration Statement Nos. 333-250103; 333-250103-01 Dated December 4, 2020; Filed pursuant to Rule 433 |
5-Year Worst-of EEM and EFA 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.
| Terms | |
| Issuing entity: | Morgan Stanley Finance LLC |
| Guarantor: | Morgan Stanley |
| Underlyings: | iShares® MSCI Emerging Markets ETF (EEM) and iShares® MSCI EAFE ETF (EFA) |
| Leverage factor: | 117% to 132% |
| Trigger level: | 70% of the initial share price for each underlying |
| Pricing date: | December 21, 2020 |
| Valuation date: | December 22, 2025 |
| Maturity date: | December 26, 2025 |
| CUSIP: | 61771ESB5 |
| Preliminary terms: | https://www.sec.gov/Archives/edgar/data/895421/000095010320023814/ dp142511_fwp-ps176.htm |
1All payments are subject to our credit risk
Hypothetical Payout at Maturity1
The payment at maturity will be based solely on the performance of the worst performing underlying, which could be either underlying. The graph and table below illustrate the payment at maturity depending on the performance of the worst performing underlying.
| Change in Worst Performing Underlying | Return on Trigger PLUS |
| +80% | 93.60%* |
| +60% | 70.20%* |
| +40% | 46.80%* |
| +30% | 35.10%* |
| +20% | 23.40%* |
| +10% | 11.70%* |
| 0% | 0.00% |
| -10% | 0.00% |
| -20% | 0.00% |
| -30% | 0.00% |
| -31% | -31.00% |
| -40% | -40.00% |
| -50% | -50.00% |
| -60% | -60.00% |
| -80% | -80.00% |
| -100% | -100.00% |
| *Assumes a leverage factor of 117% | |
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.
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 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 estimated value of the Trigger PLUS is approximately $878.70 per Trigger PLUS, or within $28.70 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. |
| · | The amount payable on the Trigger PLUS is not linked to the values of the underlying shares at any time other than the valuation date. |
| · | Investing in the Trigger PLUS is not equivalent to investing in either of the underlying shares. |
| · | 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. |
| · | Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS. |
| · | The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Trigger PLUS. |
| · | The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. |
Risks Relating to the Underlying Shares
| · | You are exposed to the price risk of both underlying shares. |
| · | There are risks associated with investments in securities, such as the Trigger PLUS, linked to the value of foreign (and especially emerging markets) equity securities. |
| · | The prices of the EEM Shares and the EFA Shares are subject to currency exchange risk. |
| · | The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. |
| · | Adjustments to the underlying shares could adversely affect the value of the Trigger PLUS. |
| · | The performance and market price of any of the underlying shares, particularly during periods of market volatility, may not correlate with the performance of its respective share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of such underlying shares. |
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.