Free Writing Prospectus to Preliminary Pricing Supplement No. 6,641
Registration Statement Nos. 333-275587; 333-275587-01
Dated February 20, 2025; Filed pursuant to Rule 433
Morgan Stanley
2-Year Worst-of WFC, GS and C Contingent Income Auto-Callable Securities
This document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
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Summary Terms |
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Issuer: |
Morgan Stanley Finance LLC |
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Guarantor: |
Morgan Stanley |
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Underlying stocks: |
Wells Fargo & Company common stock (“WFC”), The Goldman Sachs Group, Inc. common stock (“GS”) and Citigroup Inc. common stock (“C”) |
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Stated principal amount: |
$1,000 per security |
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Issue price: |
$1,000 per security |
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Pricing date: |
February 28, 2025 |
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Original issue date: |
March 5, 2025 (3 business days after the pricing date) |
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Maturity date: |
March 4, 2027 |
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Contingent quarterly coupon: |
A contingent coupon will be paid on the securities on each coupon payment date but only if the determination closing price of each underlying stock is at or above its respective downside threshold level on the related observation date. If payable, the contingent quarterly coupon will be an amount in cash per stated principal amount corresponding to a return of 10.50% per annum (corresponding to approximately $26.25 per quarter per security) for each interest payment period for each applicable observation date. If, on any observation date, the determination closing price of any underlying stock is less than its respective downside threshold level, we will pay no coupon for the applicable quarterly period. |
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Payment at maturity1: |
If the securities have not been automatically redeemed prior to maturity, the payment at maturity will be determined as follows: If the final share price of each underlying stock is greater than or equal to its respective downside threshold level, investors will receive the stated principal amount plus the contingent quarterly coupon with respect to the final observation date. If the final share price of any underlying stock is less than its respective downside threshold level, investors will receive (i) the stated principal amount multiplied by (ii) the share performance factor of the worst performing underlying stock. Under these circumstances, the payment at maturity will be less than 60% of the stated principal amount of the securities and could be zero. |
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Early redemption: |
If, on any redemption determination date, beginning on May 28, 2025, the determination closing price of each underlying stock is greater than or equal to its respective initial share price, the securities will be automatically redeemed for an early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed. The securities will not be redeemed early on any early redemption date if the determination closing price of any underlying stock is below the respective initial share price for such underlying stock on the related redemption determination date. |
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Early redemption payment: |
The early redemption payment will be an amount equal to the stated principal amount plus the contingent quarterly coupon with respect to the related observation date. |
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Initial share price: |
The stock closing price on the pricing date for each underlying |
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Final share price: |
The stock closing price on the final observation date for each underlying |
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Worst performing underlying stock: |
The underlying stock with the largest percentage decrease from the respective initial share price to the respective final share price |
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Share performance factor: |
Final share price divided by the initial share price |
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Redemption determination dates: |
Quarterly, as set forth below, subject to postponement for non-trading days and certain market disruption events. |
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Early redemption dates: |
Beginning on June 2, 2025, quarterly, as set forth below. If any such day is not a business day, that early redemption payment will be made on the next succeeding business day and no adjustment will be made to any early redemption payment made on that succeeding business day. |
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Observation dates: |
Quarterly, as set forth below, subject to postponement for non-stock business days and certain market disruption events. |
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Coupon payment dates: |
Quarterly, beginning June 2, 2025, as set forth below; provided that if any such day is not a business day, that coupon payment will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The contingent quarterly coupon, if any, with respect to the final observation date will be paid on the maturity date. |
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Downside threshold level: |
60% of the initial share price for each underlying |
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CUSIP / ISIN: |
61778CLA1 / US61778CLA17 |
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Preliminary pricing supplement: |
https://www.sec.gov/Archives/edgar/data/895421/000183988225010046/ms6641_424b2-05215.htm |
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Observation dates / Redemption determination dates |
Coupon payment dates / Early redemption dates |
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May 28, 2025 |
June 2, 2025 |
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August 28, 2025 |
September 3, 2025 |
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November 28, 2025 |
December 3, 2025 |
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March 2, 2026 |
March 5, 2026 |
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May 28, 2026 |
June 2, 2026 |
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August 28, 2026 |
September 2, 2026 |
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November 30, 2026 |
December 3, 2026 |
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March 1, 2027 (final observation date) |
March 4, 2027 (maturity date) |
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Hypothetical Payout at Maturity1 (if the securities have not been previously redeemed) |
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Change in Worst Performing Underlying |
Payment at Maturity (excluding any coupon payable at maturity) |
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+40% |
$1,000.00 |
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+30% |
$1,000.00 |
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+20% |
$1,000.00 |
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+10% |
$1,000.00 |
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0% |
$1,000.00 |
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-10% |
$1,000.00 |
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-20% |
$1,000.00 |
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-30% |
$1,000.00 |
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-40% |
$1,000.00 |
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-41% |
$590.00 |
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-50% |
$500.00 |
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-60% |
$400.00 |
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-70% |
$300.00 |
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-80% |
$200.00 |
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-90% |
$100.00 |
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-100% |
$0 |
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1 All payments are subject to our credit risk |
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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 Stocks
For more information about the underlying stocks, including historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.
Risks Relating to an Investment in the Securities
●The securities do not guarantee the return of any principal.
●The securities do not provide for the regular payment of interest and may pay no interest over the entire term of the securities.
●The contingent coupon, if any, is based only on the determination closing prices of the underlying stocks on the related quarterly observation date at the end of the related interest period.
●Investors will not participate in any appreciation in the price of any underlying stock.
●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.
●The estimated value of the securities is approximately $976.70 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.
●As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
●Reinvestment risk.
●Investing in the securities is not equivalent to investing in the common stock of Wells Fargo & Company, the common stock of The Goldman Sachs Group, Inc. or the common stock of Citigroup Inc.
●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 2-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 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 Stocks
●You are exposed to the price risk of all of the underlying stocks, with respect to both the contingent quarterly coupons, if any, and the payment at maturity, if any.
●No affiliation with Wells Fargo & Company, The Goldman Sachs Group, Inc. or Citigroup Inc.
●Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities.
●We may engage in business with or involving Wells Fargo & Company, The Goldman Sachs Group, Inc. or Citigroup 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.
Tax Considerations
You should review carefully the discussion in the accompanying preliminary pricing supplement 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.