Free Writing Prospectus to Preliminary Terms No. 321
Registration Statement Nos. 333-250103; 333-250103-01
Dated December 29, 2020; Filed pursuant to Rule 433
Morgan
Stanley
2-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: |
11.25% to 12.25% 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: |
January 26, 2021 |
| Final observation date: |
January 26, 2023 |
| Maturity date: |
January 31, 2023 |
| CUSIP: |
61771EWT1 |
| Preliminary terms: |
https://www.sec.gov/Archives/edgar/data/
895421/000138713120011890/ms321_fwp-04986.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.
Risks Relating to an Investment in the Securities
| · | 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. |
| · | 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 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 2-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 $929.40 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. |
| · | 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. |
Risks Relating to the
Underlying Shares
| · | 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 antidilution adjustments the calculation
agent is required to make do not cover every event that could affect the underlying 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. |
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.
