Morgan Stanley Finance LLC

Structured Investments

Free Writing Prospectus to Preliminary Pricing Supplement No. 4,915

Filed pursuant to Rule 433

Registration Statement Nos. 333-275587; 333-275587-01

November 15, 2024

Market Linked Securities—Auto-Callable with Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Bank of America Corporation, the Common Stock of Citigroup Inc. and the Common Stock of The Goldman Sachs Group, Inc. due November 27, 2026

Fully and Unconditionally Guaranteed by Morgan Stanley


Summary of terms

 

Issuer and guarantor

Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor)

Underlying Stocks:

Common stock of Bank of America Corporation (the “BAC Stock”), common stock of Citigroup Inc. (the “C Stock”) and the common stock of The Goldman Sachs Group, Inc. (the “GS Stock”)

Pricing date*

November 22, 2024

Original issue date*

November 27, 2024

Face amount

$1,000 per security

Automatic call

If, on any calculation day, beginning on November 28, 2025, the stock closing price of each underlying stock is greater than or equal to its respective starting price, the securities will be automatically called for the applicable call payment on the related call settlement date. The “call payment” will be equal to the face amount plus the applicable call premium.

Calculation days* and call premiums

Calculation Day

Call Premium†

November 28, 2025

At least 21.50% of the face amount

May 7, 2026

At least 32.25% of the face amount

November 23, 2026 (the “final calculation day”)

At least 43.00% of the face amount

†to be determined on the pricing date

Call settlement dates

Three business days after the applicable calculation day; provided that the call settlement date for the final calculation day is the maturity date.

Maturity payment amount (per security)

●if the ending price of any underlying stock is less than its respective starting price but the ending price of each underlying stock is greater than or equal to its respective downside threshold price:

$1,000; or

●if the ending price of any underlying stock is less than its respective downside threshold price:

$1,000 × performance factor of the

lowest performing underlying stock

Maturity date*

November 27, 2026

Starting price

For each underlying stock, the closing price on the pricing date

Ending price

For each underlying stock, the closing price on the final calculation day.

Lowest performing underlying stock

The underlying stock with the lowest performance factor

Performance factor

With respect to each underlying stock, the ending price divided by the starting price

Downside threshold price

70% of the starting price for each underlying stock

Calculation agent

Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor

Denominations

$1,000 and any integral multiple of $1,000

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 $17.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA.

CUSIP

61776WL43

Tax considerations

See preliminary pricing supplement

 

Hypothetical Payout Profile***

 

***assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date

 

If the securities are not automatically called and the ending price of any underlying stock on the final calculation day is less than its respective downside threshold price, you will lose more than 30%, and possibly all, of the face amount of your securities at the maturity date.

 

Any positive return on the securities will be limited to the applicable call premium, even if the closing price of the lowest performing underlying stock on the applicable calculation day significantly exceeds its starting price. You will not participate in any appreciation of the underlying stocks.

 

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 $964.00, or within $35.00 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 “Estimated Value of the Securities” 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 referenced below, product supplement for principal at risk securities and prospectus, and the “Selected risk considerations” on the following page, before making a decision to invest in the securities.

 

Preliminary pricing supplement:https://www.sec.gov/Archives/edgar/data/1666268/000183988224039494/ms4915_424b2-23389.htm


*subject to change

** In addition, selected dealers may receive a fee of up to 0.25% for marketing and other services.

The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Selected risk considerations” in this term sheet and “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 and prospectus. Please review those risk factors carefully.

Risks Relating to an Investment in the Securities

●The securities do not pay interest or guarantee the return of the face amount of your securities at maturity.

●The appreciation potential of the securities is limited by the call payment specified for each calculation day.

●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 underlying stocks.

●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 Underlying Stocks

●You are exposed to the price risk of each underlying stock.

●No affiliation with Bank of America Corporation, Citigroup Inc. or The Goldman Sachs Group, Inc.

●We may engage in business with or involving Bank of America Corporation, Citigroup Inc. or The Goldman Sachs Group, Inc. without regard to your interests.

●The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks.

●Historical closing prices of the underlying stocks should not be taken as an indication of the future performance of the underlying stocks during the term of the securities.

 

For more information about the underlying stocks, 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) 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 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 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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