| Morgan Stanley |
Free Writing Prospectus to Preliminary Terms No. 2,780 Registration Statement Nos. 333-221595; 333-221595-01 Dated October 31, 2019; Filed pursuant to Rule 433 |
5-Year Worst-of INDU and RTY 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: | Dow Jones Industrial AverageSM (INDU) and Russell 2000® Index (RTY) |
| Leverage factor: | 178% to 188% |
| Trigger level: | 60% of the initial index value for each underlying |
| Pricing date: | November 26, 2019 |
| Valuation date: | November 26, 2024 |
| Maturity date: | December 2, 2024 |
| CUSIP: | 61769HK79 |
| Preliminary terms: | https://www.sec.gov/Archives/edgar/data/895421/0 00095010319014740/dp115165_fwp-ps2780.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% | 146.40%* |
| +60% | 109.80%* |
| +40% | 73.20%* |
| +30% | 54.90%* |
| +20% | 36.60%* |
| +10% | 18.30%* |
| 0% | 0.00% |
| -10% | 0.00% |
| -20% | 0.00% |
| -30% | 0.00% |
| -40% | 0.00% |
| -41% | -41.00% |
| -60% | -60.00% |
| -80% | -80.00% |
| -100% | -100.00% |
| *Assumes a leverage factor of 183% | |
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.
| · | The Trigger PLUS do not pay interest or guarantee return of any principal. |
| · | You are exposed to the price risk of both underlying indices. |
| · | Because the Trigger PLUS 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 Trigger PLUS were linked to just one underlying index. |
| · | 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 $960.20 per Trigger PLUS, or within $30.00 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 Trigger PLUS are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies. |
| · | The amount payable on the Trigger PLUS is not linked to the values of the underlying indices at any time other than the valuation date. |
| · | Investing in the Trigger PLUS is not equivalent to investing in either underlying index. |
| · | Adjustments to the underlying indices could adversely affect the value of the Trigger PLUS. |
| · | 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. |
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.