Morgan Stanley |
Free Writing Prospectus to Preliminary Terms No. 319
Registration Statement Nos. 333-250103; 333-250103-01
Dated December 29, 2020; Filed
pursuant to Rule 433 |
2.5-Year Worst-of SPX and NDX Dual Directional Trigger
Participation 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: |
S&P 500® Index (SPX) and NASDAQ-100 Index® (NDX) |
Participation rate: |
100% |
Maximum upside payment at maturity: |
120% to 125% of the principal amount |
Trigger level: |
75% of the initial index value for each underlying |
Pricing date: |
January 26, 2021 |
Valuation date: |
July 26, 2023 |
Maturity date: |
July 31, 2023 |
CUSIP: |
61771EWR5 |
Preliminary terms: |
https://www.sec.gov/Archives/edgar/data/895421/000138713120011880/ms319_fwp-04979.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 Securities |
+50% |
+20.00%* |
+40% |
+20.00%* |
+30% |
+20.00%* |
+20% |
+20.00% |
+10% |
10.00% |
0% |
0.00% |
-10% |
10.00% |
-20% |
20.00% |
-25% |
25.00% |
-26% |
-26.00% |
-30% |
-30.00% |
-40% |
-40.00% |
-50% |
-50.00% |
*Assumes a maximum upside payment at maturity of 120% of the principal amount |
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 Indices
For more information about the underlying indices, 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 pay interest or
guarantee the return of any principal. |
| · | The appreciation potential of the securities
is limited by the maximum upside payment at maturity. |
| · | 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 estimated value of the securities
is $939.00 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. |
| · | The amount payable on the securities
is not linked to the values of the underlying indices at any time other than the valuation date. |
| · | Investing in the securities is not equivalent
to investing in either 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
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 securities 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 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 Indices
| · | You are exposed to the price risk of
both underlying indices. |
| · | Because the securities are linked to
the performance of the worst performing underlying index, you are exposed to greater risk of sustaining a significant loss on your
investment than if the securities were linked to just one underlying index. |
| · | Adjustments to the underlying indices
could adversely affect the value of the securities. |
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.