0001839882-23-025586.txt : 20230928 0001839882-23-025586.hdr.sgml : 20230928 20230928105215 ACCESSION NUMBER: 0001839882-23-025586 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230928 DATE AS OF CHANGE: 20230928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-250103 FILM NUMBER: 231287302 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 FWP 1 ms10428_fwp-13669.htm FREE WRITING PROSPECTUS TO PRELIMINARY TERMS NO. 10,428

Free Writing Prospectus to Preliminary Terms No. 10,428

Registration Statement Nos. 333-250103; 333-250103-01

Dated September 29, 2023; Filed pursuant to Rule 433

Morgan Stanley

5-Year Worst-of INDU, NDX and RTY Jump Securities with Auto-Callable Feature

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

Underlying indices:

Dow Jones Industrial AverageSM (“INDU”), NASDAQ-100 Index® (“NDX”) and Russell 2000® Index (“RTY”)

Early redemption:

Determination date:

Early redemption payment:

1st:

11/7/2024

$1,182.50 to $1,202.50

Downside threshold level:

70% of the initial index value for each underlying index

Pricing date:

October 31, 2023

Final determination date:

October 31, 2028

Maturity date:

November 3, 2028

CUSIP:

61775MDJ2

Preliminary terms:

https://www.sec.gov/Archives/edgar/data/895421/000183988223025464/ms10428_fwp-13666.htm

1All payments are subject to our credit risk

Hypothetical Examples

Early Redemption1

Date

Change in Worst Performing Underlying Index

Payment (per security)

1st Determination Date

+20%

$1,182.50*

The securities are automatically redeemed on the early redemption date. Investors will receive a payment of $1,182.50 per security on the early redemption date.

*Assumes a call return of 18.25% per annum

Hypothetical Payout at Maturity1

Assuming that one or more of the underlying indices close below the respective initial index value(s) on the first annual determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity:

Change in Worst Performing Underlying Index

Payment (per security)

+30%

$1,450

+20%

$1,300

+10%

$1,150

0%

$1,000

-10%

$1,000

-20%

$1,000

-30%

$1,000

-31%

$690

-40%

$600

-50%

$500

-70%

$300

-90%

$100

 

 

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.

●If the securities are redeemed prior to maturity, the appreciation potential of the securities is limited by the fixed early redemption payment specified for the first determination date.

●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 approximately $941.20 per security, or within $55.00 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.

●Not equivalent to investing in the underlying indices.

●Reinvestment risk.

●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 5-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.

●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 each underlying index.

●Adjustments to the underlying indices could adversely affect the value of the securities.

●The securities are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies.

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.