Morgan Stanley
11/06/2024 | Press release | Distributed by Public on 11/06/2024 10:47
Free Writing Prospectus - Form FWP
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Morgan Stanley Finance LLC Structured Investments |
Free Writing Prospectus to Preliminary Pricing Supplement No. 4,673 Filed pursuant to Rule 433 Registration Statement Nos. 333-275587; 333-275587-01 November 6, 2024 |
Market Linked Securities-Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index, the Technology Select Sector SPDR® Fund and the SPDR® S&P 500® ETF Trust due November 18, 2027
Fully and Unconditionally Guaranteed by Morgan Stanley
Summary of terms
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Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
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Market measures |
Russell 2000® Index (the "RTY Index"), Technology Select Sector SPDR® Fund (the "XLK Shares") and SPDR® S&P 500® ETF Trust (the "SPY Shares") We refer to the RTY Index, the XLK Shares and the SPY Shares, collectively, as the "underlyings." We refer to the XLK Shares and the SPY Shares, collectively, as the "underlying shares." |
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Pricing date* |
November 13, 2024 |
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Original issue date* |
November 18, 2024 |
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Face amount |
$1,000 per security |
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Contingent coupon payments |
On each contingent coupon payment date, you will receive a contingent coupon payment at a per-annum rate equal to the contingent coupon rate if, and only if, the closing value of the lowest performing underlying on the related calculation day is greater than or equal to its coupon threshold level. Each "contingent coupon payment", if any, will be calculated per security as follows: ($1,000 × contingent coupon rate) / 12. |
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Contingent coupon rate |
At least 10.00% per annum, to be determined on the pricing date |
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Automatic call |
If, on any quarterly call observation date, beginning in May 2025, the closing value of each underlying is greater than or equal to its respective starting level, the securities will be automatically called for a cash payment per security equal to the face amount plus a final contingent coupon payment on the related call settlement date. |
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Calculation days |
Monthly, on the 13th of each month, commencing in December 2024 and ending on the final calculation day. We also refer to the November 2027 calculation day as the final calculation day. |
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Call observation dates: |
Quarterly, beginning approximately six months after the issue date, on the calculation days scheduled to occur in May 2025, August 2025, November 2025, February 2026, May 2026, August 2026, November 2026, February 2027, May 2027 and August 2027. |
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Contingent coupon payment dates |
Three business days after the applicable calculation day; provided that the coupon payment date for the final calculation day is the maturity date. |
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Call settlement date |
Three business days after the applicable calculation day. |
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Maturity payment amount (per security) |
●if the closing value of each underlying on the final calculation day is greater than or equal to its respective downside threshold level: $1,000; or ●if the closing value of any underlying on the final calculation day is less than its respective downside threshold level: $1,000 × performance factor of the lowest performing underlying on the final calculation day |
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Maturity date* |
November 18, 2027 |
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Starting level |
For each underlying, its closing value on the pricing date |
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Lowest performing underlying |
On any calculation day, the underlying with the lowest performance factor on that calculation day |
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Performance factor |
With respect to each underlying, on any calculation day, its closing value on such calculation day divided by its starting level |
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Coupon threshold level |
80% of the starting level for each underlying |
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Downside threshold level |
80% of the starting level for each underlying |
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Calculation agent |
Morgan Stanley & Co. LLC, an affiliate of the issuer |
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Denominations |
$1,000 and any integral multiple of $1,000 |
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CUSIP |
61776WTV5 |
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Tax considerations |
See preliminary pricing supplement |
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Agent discount** |
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors ("WFA"), may receive a selling concession of up to |
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$17.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. |
*Subject to change
**In addition, selected dealers may receive a fee of up to 0.35% for marketing and other services
Hypothetical payout profile (excluding contingent coupon payments)
If the securities are not automatically called prior to the maturity date and the closing value of any underlying on the final calculation day is less than its downside threshold level, you will lose more than 20%, and possibly all, of the face amount of your securities at the maturity date.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any underlying, but you will have full downside exposure to the lowest performing underlying on the final calculation day if the closing value of that underlying on the final calculation day is less than its downside threshold level.
The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000 per security. We estimate that the value of each security on the pricing date will be approximately $962.30, or within $45.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement. See "Investment Summary" and "Risk Factors" in the accompanying preliminary pricing supplement for further information.
This document provides a summary of the terms of the securities. Investors should carefully review the accompanying preliminary pricing supplement, product supplement for principal at risk securities, index supplement and prospectus before making a decision to invest in the securities.
Preliminary pricing supplement:
https://www.sec.gov/Archives/edgar/data/1666268/000183988224037954/ms4673_424b2-22115.htm
The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See "Risk Factors" in the accompanying preliminary pricing supplement. All payments on the securities are subject to our credit risk.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
Selected risk considerations
The risks set forth below are discussed in more detail in the "Risk Factors" section in the accompanying preliminary pricing supplement, product supplement for principal at risk securities, index supplement and prospectus. Please review those risk factors carefully.
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Risks Relating to an Investment in the Securities ●The securities do not guarantee the return of the face amount of your securities at maturity. ●The securities do not provide for the regular payment of interest. ●The contingent coupon payment, if any, is based on the value of each underlying on only the related monthly calculation day at the end of the related interest period. ●Investors will not participate in any appreciation in any underlying. ●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 underlyings or in the stocks composing the RTY Index or the share underlying indices. ●Reinvestment risk. ●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 face amount reduce the economic terms of the securities, cause the estimated value of the securities to be less than the face amount and will adversely affect secondary market prices. ●The estimated value of the securities 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 securities will not be listed on any securities exchange and secondary trading may be limited. ●The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. ●Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. ●The maturity date may be postponed if the final calculation day is postponed. ●Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. ●The U.S. federal income tax consequences of an investment in the securities are uncertain. |
Risks Relating to the Underlyings ●You are exposed to the price risk of each underlying. ●Because the securities are linked to the performance of the lowest performing underlying, you are exposed to greater risks of receiving no contingent coupon payments and sustaining a significant loss on your investment than if the securities were linked to just one underlying. ●The securities are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies. ●Investing in the securities exposes investors to risks associated with investments with a concentration in the technology sector. ●The performance and market price of the XLK Shares and SPY Shares, particularly during periods of market volatility, may not correlate with the performance of the share underlying indices, the performance of the component securities of the share underlying indices or the net asset value per share of such underlying shares. ●Adjustments to the XLK Shares and the SPY Shares or the share underlying indices could adversely affect the value of the securities. ●The anti-dilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. ●Historical closing values of the underlyings should not be taken as an indication of the future performance of the underlyings during the term of the securities. |
For more information about the underlyings, including historical performance information, see the accompanying preliminary pricing supplement.
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the applicable product supplement and the index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the applicable product supplement, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the applicable product supplement, index supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
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