Bond Morgan Stanley Financial 0% ( US61768DSZ95 ) in USD

Morgan Stanley Financial

100 % ▼

United States

US61768DSZ95 ( in USD )

24/12/2026

Prospectus brochure of the bond Morgan Stanley Finance US61768DSZ95 en USD 0%, maturity 24/12/2026

1 000 USD

500 000 USD

61768DSZ9

N/A

Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

Morgan Stanley Finance issued a USD 500,000 bond (ISIN: US61768DSZ95, CUSIP: 61768DSZ9) maturing on December 24, 2026, currently trading at 100% with a 0% interest rate, a minimum purchase size of 1,000, and a semi-annual coupon payment frequency, unrated by Moody's.

424B2 1 dp99924_424b2-ps1269.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Performance Leveraged Upside Securities due 2026

$500,000

$60.60

De c e m be r 2 0 1 8
Pricing Supplement No. 1,269
Registration Statement Nos. 333-221595; 333-221595-01
Dated December 20, 2018
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger PLUS Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS
will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index
supplement and prospectus, as supplemented or modified by this document. The payment at maturity on the Trigger PLUS will be based on the value of the worst
performing of the S&P 500® Index and the Russell 2000® Index, which we refer to as the underlying indices. At maturity, if bot h underlying indices have a ppre c ia t e d
in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst performing underlying index. If e it he r of
the underlying indices de pre c ia t e s in value, but the final index value of e a c h underlying index is greater than or equal to 60% of the respective initial index value,
which we refer to as the respective trigger level, investors will receive the stated principal amount of their investment. However, if the final index value of e it he r
underlying index is less than its respective trigger level, investors will lose a significant portion or all of their investment, resulting in a loss of 1% for every 1% decline in
the worst performing underlying index from its initial index value. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he T rigge r PLU S. Because the
payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in e it he r underlying index below its respective trigger level
will result in a significant loss of your investment, even if the other underlying index has appreciated or has not declined as much. These long-dated Trigger PLUS are for
investors who seek an equity index-based return and who are willing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo
current income in exchange for the upside leverage feature and the limited protection against loss that applies only if the final index value of each underlying index is
greater than or equal to the respective trigger level. The Trigger PLUS are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt . T he se T rigge r
PLU S a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e
a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
December 24, 2026
U nde rlying indic e s:
S&P 500® Index (the "SPX Index") and Russell 2000® Index (the "RTY Index")
V a lua t ion da t e :
December 21, 2026, subject to postponement for non-index business days and certain market disruption events
Aggre ga t e princ ipa l a m ount :
$500,000
Pa ym e nt a t m a t urit y:
If the final index value of e a c h unde rlying inde x is greater than its respective initial index value,
$1,000 + leveraged upside payment
If the final index value of e it he r unde rlying inde x is less than or equal to its respective initial index value, but the final
index value of each underlying index is greater than or equal to its respective trigger level:
$1,000
If the final index value of e it he r unde rlying inde x is less than its respective trigger level:
$1,000 x index performance factor of the worst performing underlying index
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and will represent
a loss of at least 40%, and possibly all of your investment.
Le ve ra ge d upside pa ym e nt :
$1,000 × leverage factor × index percent change of the worst performing underlying index
Le ve ra ge fa c t or:
200%
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
Worst pe rform ing unde rlying
The underlying index with the lesser index percent change
inde x :
I nde x pe rform a nc e fa c t or
With respect to each underlying index, final index value / initial index value
I nit ia l inde x va lue :
With respect to the SPX Index, 2,467.42, which is the index closing value of such index on the pricing date
With respect to the RTY Index, 1,326.002, which is the index closing value of such index on the pricing date
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the valuation date
T rigge r le ve l:
With respect to the SPX Index, 1,480.452, which is 60% of the initial index value of such index
With respect to the RTY Index, 795.601, which is approximately 60% of the initial index value of such index
St a t e d princ ipa l a m ount / I ssue
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
pric e :
Pric ing da t e :
December 20, 2018
Origina l issue da t e :
December 26, 2018 (3 business days after the pricing date)
CU SI P / I SI N :
61768DSZ9 / US61768DSZ95
List ing:
The Trigger PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he pric ing
$910.80 per Trigger PLUS. See "Investment Summary" beginning on page 2.
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

da t e :
Com m issions a nd issue pric e :
Pric e t o public (1)
Age nt 's c om m issions (2)
Proc e e ds t o us (3)
Pe r T rigge r PLU S
$1,000
$42.50
$957.50
T ot a l
$500,000
$21,250
$478,750
(1) The price to public for investors purchasing the Trigger PLUS in fee-based advisory accounts will be $970 per Trigger PLUS.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $42.50 for each Trigger PLUS they sell;
provided that dealers selling to investors purchasing the Trigger PLUS in fee-based advisory accounts will receive a sales commission of $12.50 per Trigger PLUS. .
See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the
accompanying product supplement for PLUS.
(3) See "Use of proceeds and hedging" on page 16.
T he T rigge r PLU S involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se se c urit ie s, or de t e rm ine d
if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .
T he T rigge r PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd prospe c t us, e a c h of w hic h c a n be
a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he T rigge r PLU S" a nd "Addit iona l I nform a t ion About t he T rigge r
PLU S" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s t he c ont e x t
re quire s.
Produc t Supple m e nt for PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Pe rform a nc e Le ve ra ge d U pside Se c urit ie s

The Trigger PLUS Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026 (the "Trigger PLUS") can be
used:

As an alternative to direct exposure to the underlying indices that enhances returns for any positive performance of the worst performing underlying index

To potentially outperform the worst performing of the S&P 500® Index and the Russell 2000® Index by taking advantage of the leverage factor, with no limitation on
the appreciation potential

To provide limited protection against loss of principal in the event of a decline of the underlying indices but only if the respective final index level of the w orst
pe rform ing unde rlying inde x is gre a t e r t ha n or e qua l t o the respective trigger level

M a t urit y:
Approximately 8 years
200% (applicable only if the final index value of each underlying index is greater than its respective initial index
Le ve ra ge fa c t or:
value).
T rigge r le ve l:
With respect to the SPX Index, 60% of the initial index value

With respect to the RTY Index, 60% of the initial index value
M inim um pa ym e nt a t m a t urit y:
None. You could lose your entire initial investment in the Trigger PLUS
Coupon:
None

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the Trigger PLUS, which are
borne by you, and, consequently, the estimated value of the Trigger PLUS on the pricing date is less than $1,000. We estimate that the value of each Trigger PLUS on
the pricing date is $910.80.

What goes into the estimated value on the pricing date?

In valuing the Trigger PLUS on the pricing date, we take into account that the Trigger PLUS comprise both a debt component and a performance-based component linked
to the underlying indices. The estimated value of the Trigger PLUS is determined using our own pricing and valuation models, market inputs and assumptions relating to
the underlying indices, instruments based on the underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate
related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the Trigger PLUS?

In determining the economic terms of the Trigger PLUS, including the leverage factor and the trigger levels, we use an internal funding rate, which is likely to be lower than
our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the Trigger PLUS would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the Trigger PLUS?
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the underlying indices,
may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as
well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with
issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 12 months following the issue date, to the extent that
MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the underlying indices, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your
brokerage account statements.

December 2018
Page 2
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
MS & Co. may, but is not obligated to, make a market in the Trigger PLUS, and, if it once chooses to make a market, may cease doing so at any time.

December 2018
Page 3
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The Trigger PLUS offer leveraged upside exposure to the worst performing of the S&P 500® Index and the Russell 2000® Index. In exchange for the leverage feature,
investors are exposed to the risk of loss of a significant portion or all of their investment due to the trigger feature. At maturity, an investor will receive an amount in cash
based upon the closing value of the worst performing underlying index on the valuation date. The Trigger PLUS are unsecured obligations of ours, and all payments on
the Trigger PLUS are subject to our credit risk. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he T rigge r PLU S.

Le ve ra ge d
The PLUS offer investors an opportunity to receive 200% of the positive return of the worst performing of the underlying indices if bot h
Pe rform a nc e
underlying indices have appreciated in value.
T rigge r Fe a t ure
At maturity, even if the worst performing underlying index has declined over the term of the Trigger PLUS, you will receive your stated
principal amount but only if the final index value of the worst performing underlying index is gre a t e r t ha n or e qua l t o the respective
trigger level.
Bot h underlying indices increase in value and, at maturity, the Trigger PLUS redeem for the stated principal amount of $1,000 plus
U pside Sc e na rio
200% of the index percent change of the worst performing underlying index.
Pa r Sc e na rio
The final index value of the worst performing index is less than or equal to the respective initial index value but is greater than or equal
to the respective trigger level. In this case, you receive the stated principal amount of $1,000 at maturity even though the worst
performing underlying index has depreciated.
Eit he r underlying index declines in value such that, at maturity, the final index value of the worst performing index is less than the
respective trigger level. In this case, the Trigger PLUS will redeem for at least 40% less than the stated principal amount, and this
decrease will be by an amount proportionate to the full decline in value of the worst performing underlying index over the term of the
Trigger PLUS.
Dow nside Sc e na rio

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in e it he r
underlying index below its respective trigger level will result in a significant loss of your investment, even if the other underlying index has
appreciated or has not declined as much.
December 2018
Page 4
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the Trigger PLUS. The following examples are for illustrative purposes
only. The actual initial index value and trigger level for each underlying index are set forth on the cover page of this pricing supplement. The payment at maturity on the
Trigger PLUS is subject to our credit risk. The below examples are based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per PLUS
Le ve ra ge fa c t or:
200%
H ypot he t ic a l t rigge r le ve l
With respect to the SPX Index, 1,200, 60% of the respective hypothetical initial index value
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

With respect to the RTY Index, 600, 60% of the respective hypothetical initial index value
H ypot he t ic a l init ia l inde x va lue :
With respect to the SPX Index: 2,000
With respect to the RTY Index: 1,000

EX AM PLE 1 : Bot h unde rlying indic e s a ppre c ia t e ove r t he t e rm of t he T rigge r PLU S, a nd inve st ors re c e ive t he st a t e d princ ipa l a m ount plus
t he le ve ra ge d upside pa ym e nt , c a lc ula t e d ba se d on t he inde x pe rc e nt c ha nge of t he w orst pe rform ing unde rlying inde x .

Final index value

SPX Index: 2,200

RTY Index: 1,400
Index percent change

SPX Index: (2,200 2,000) / 2,000 = 10%
RTY Index: (1,400 1,000) / 1,000 = 40%
Payment at maturity
=
$1,000 + leveraged upside payment

=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying index)

=
$1,000 + ($1,000 × 200% × 10%)

=
$1,200

In example 1, the final index values of both the SPX Index and the RTY Index are greater than their initial index values. The SPX Index has appreciated by 10%, while
the RTY Index has appreciated by 40%. Therefore, investors receive at maturity the stated principal amount plus 200% of the appreciation of the worst performing
underlying index, which is the SPX Index in this example. Investors receive $1,200 per Trigger PLUS at maturity.

EX AM PLE 2 : One unde rlying inde x a ppre c ia t e s, w hile t he ot he r de c line s ove r t he t e rm of t he T rigge r PLU S but ne it he r inde x de c line s be low
t he re spe c t ive t rigge r le ve l, a nd inve st ors re c e ive t he st a t e d princ ipa l a m ount .

Final index value

SPX Index: 2,600

RTY Index: 800
Index percent change

SPX Index: (2,600 2,000) / 2,000 = 30%
RTY Index: (800 1,000) / 1,000 = -20%
Payment at maturity
=
$1,000

In example 2, the final index value of the SPX Index is greater than its initial index value, while the final index value of the RTY Index is less than its initial index value,
but is greater than or equal to the respective trigger level. The SPX Index has appreciated by 30% while the RTY index has declined by 20%. Investors will receive the
stated principal amount of $1,000.

December 2018
Page 5
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
EX AM PLE 3 : One unde rlying inde x a ppre c ia t e s w hile t he ot he r de c line s ove r t he t e rm of t he T rigge r PLU S, a nd t he fina l inde x va lue of t he
w orst pe rform ing unde rlying inde x is le ss t ha n t he re spe c t ive t rigge r le ve l. I nve st ors a re t he re fore e x pose d t o t he de c line in t he w orst
pe rform ing unde rlying inde x from it s init ia l inde x va lue .

Final index value

SPX Index: 2,600

RTY Index: 400
Index percent change

SPX Index: (2,600 2,000) / 2,000 = 30%
RTY Index: (400 1,000) / 1,000 = -60%
Payment at maturity
=
$1,000 × (index performance factor of the worst performing index)

=
$1,000 x (400 / 1,000)

=
$400

In example 3, the final index value of the SPX Index is greater than its initial index value, while the final index value of the RTY Index has declined below the trigger
level. The SPX Index has appreciated by 30% while the RTY Index has depreciated by 60%. Because the final index value of the RTY Index has declined below the
trigger level, investors are exposed to the negative performance of the RTY Index, which is the worst performing underlying index in this example. Investors receive a
payment at maturity of $400.

EX AM PLE 4 : Bot h unde rlying indic e s de c line be low t he ir re spe c t ive t rigge r le ve ls, a nd inve st ors a re t he re fore e x pose d t o t he de c line in t he
w orst pe rform ing unde rlying inde x from it s init ia l inde x va lue .

Final index value

SPX Index: 600

RTY Index: 400
Index percent change

SPX Index: (600 2,000) / 2,000 = -70%
RTY Index: (400 1,000) / 1,000 = -60%
Payment at maturity
=
$1,000 × (index performance factor of the worst performing index)

=
$1,000 × (600 / 2,000)

=
$300

In example 4, the final index values of both the SPX Index and the RTY Index are less than their respective trigger levels. The SPX Index has declined by 70% while the
RTY Index has declined by 60%. Therefore, investors are exposed to the negative performance of the SPX Index, which is the worst performing underlying index in this
example. Investors receive a payment at maturity of $300.

Be c a use t he pa ym e nt a t m a t urit y of t he T rigge r PLU S is ba se d on t he w orst pe rform ing of t he unde rlying indic e s, a de c line in e it he r
unde rlying inde x be low it s re spe c t ive t rigge r le ve l w ill re sult in a signific a nt loss of your inve st m e nt , e ve n if t he ot he r unde rlying inde x ha s
a ppre c ia t e d or ha s not de c line d a s m uc h .

https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

December 2018
Page 6
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of these and other risks, you should read the
section entitled "Risk Factors" in the accompanying product supplement for PLUS, index supplement and prospectus. We also urge you to consult your investment, legal,
tax, accounting and other advisers in connection with your investment in the Trigger PLUS.

The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ from those of ordinary debt securities
in that the Trigger PLUS do not pay interest or guarantee payment of any principal at maturity. If the final index value of e it he r underlying index is less than the
respective trigger level (which is 60% of the respective initial index level), the payout at maturity will be an amount in cash that is at least 40% less than the $1,000
stated principal amount of each Trigger PLUS, and this decrease will be by an amount proportionate to the full decrease in the value of the worst performing
underlying index over the term of the Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.

You are exposed to the price risk of both underlying indices. Your return on the Trigger PLUS it not linked to a basket consisting of both underlying
indices. Rather, it will be based upon the independent performance of each underlying index. Unlike an instrument with a return linked to a basket of underlying
assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor
performance by either underlying index over the term of the Trigger PLUS will negatively affect your return and will not be offset or mitigated by any positive
performance by the other underlying index. If either underlying index declines to below its respective trigger level as of the valuation date, you will be exposed to the
negative performance of the worst performing underlying index at maturity, even if the other underlying index has appreciated or has not declined as much, and you
will lose a significant portion or all of your investment. Accordingly, your investment is subject to the price risk of both underlying indices.

Because the Trigger PLUS are linked to the performance of the w orst performing underlying index, you are exposed to greater risk of
sust a ining a signific a nt loss on your inve st m e nt t ha n if t he T rigge r PLU S w e re link e d t o just one unde rlying inde x . The risk that you will
suffer a significant loss on your investment is greater if you invest in the Trigger PLUS as opposed to substantially similar securities that are linked to just the
performance of one underlying index. With two underlying indices, it is more likely that either underlying index will decline to below its trigger level as of the valuation
date, than if the Trigger PLUS were linked to only one underlying index. Therefore it is more likely that you will suffer a significant loss on your investment.

The market price w ill be influenced by many unpredictable factors. Several factors will influence the value of the Trigger PLUS in the secondary
market and the price at which MS & Co. may be willing to purchase or sell the Trigger PLUS in the secondary market, including the value, volatility and dividend yield
of the underlying indices, interest and yield rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events
and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time remaining to maturity, the more the market price of the
Trigger PLUS will be affected by the other factors described above. The levels of the underlying indices may be, and have recently been, extremely volatile, and we
can give you no assurance that the volatility will lessen. See "S&P 500® Index Overview" and "Russell 2000® Index Overview" below. You may receive less, and
possibly significantly less, than the stated principal amount per Trigger PLUS if you try to sell your Trigger PLUS prior to maturity.

The Trigger PLUS are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may
a dve rse ly a ffe c t t he m a rk e t va lue of t he T rigge r PLU S. You are dependent on our ability to pay all amounts due on the Trigger PLUS at maturity and
therefore you are subject to our credit risk. If we default on our obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all
of your investment. As a result, the market value of the Trigger PLUS prior to maturity will be affected by changes in the market's view of our creditworthiness. Any
actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market
value of the Trigger PLUS.

December 2018
Page 7
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a finance subsidiary, MSFL has no
independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL
securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited
to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of
Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL
should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured,
unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

The Trigger PLUS are linked to the Russell 2000® Index and are subject to risks associated w ith small-capitalization companies. As the
Russell 2000® Index is one of the underlying indices, and the Russell 2000® Index consists of stocks issued by companies with relatively small market capitalization,
the Trigger PLUS are linked to the value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less
liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that consist of stocks issued by large-
capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business
and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-
established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss
of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources
and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

The amount payable on the Trigger PLUS is not linked to the values of the underlying indices at any time other than the valuation
da t e . The final index value of each underlying index will be based on the index closing value of such index on the valuation date, subject to adjustment for non-
index business days and certain market disruption events. Even if both underlying indices appreciate prior to the valuation date but the value of e it he r underlying
index drops by the valuation date to below its trigger level, the payment at maturity will be significantly less than it would have been had the payment at maturity been
linked to the values of the underlying indices prior to such drop. Although the actual values of the underlying indices on the stated maturity date or at other times
during the term of the Trigger PLUS may be higher than their respective final index values, the payment at maturity will be based solely on the index closing values
on the valuation date.

Investing in the Trigger PLUS is not equivalent to investing in either underlying index. Investing in the Trigger PLUS is not equivalent to investing
in either underlying index or the component stocks of either underlying index. Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or
other distributions or any other rights with respect to stocks that constitute either underlying index.

Adjustments to the underlying indices could adversely affect the value of the Trigger PLUS. The publisher of either underlying index may add,
delete or substitute the stocks constituting such underlying index or make other methodological changes that could change the value of such underlying index. The
publisher of either underlying index may discontinue or suspend calculation or publication of such underlying index at any time. In these circumstances, the calculation
agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and will be permitted to consider indices that
are calculated and published by the calculation agent or any of its affiliates.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the rate implied by our
se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing,
se lling, st ruc t uring a nd he dging t he T rigge r PLU S in t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he T rigge r PLU S, c a use t he
e st im a t e d va lue of t he T rigge r PLU S t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming
no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing

December 2018
Page 8
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
to purchase the Trigger PLUS in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will
exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market
prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as
other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the Trigger PLUS in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the Trigger PLUS less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 12
months following the issue date, to the extent that MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we
expect that those higher values will also be reflected in your brokerage account statements.

The Trigger PLUS w ill not be listed on any securities exchange and secondary trading may be limited. The Trigger PLUS will not be listed on
any securities exchange. Therefore, there may be little or no secondary market for the Trigger PLUS. MS & Co. may, but is not obligated to, make a market in the
Trigger PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Because we do not
expect that other broker-dealers will participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to trade your Trigger
PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were not to make a market in the Trigger PLUS, it is
likely that there would be no secondary market for the Trigger PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity.

The estimated value of the Trigger PLUS is determined by reference to our pricing and valuation models, w hich may differ from those of
ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These pricing and valuation models are proprietary and rely in part on
subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-
standard way to value these types of securities, our models may yield a higher estimated value of the Trigger PLUS than those generated by others, including other
dealers in the market, if they attempted to value the Trigger PLUS. In addition, the estimated value on the pricing date does not represent a minimum or maximum
price at which dealers, including MS & Co., would be willing to purchase your Trigger PLUS in the secondary market (if any exists) at any time. The value of your
Trigger PLUS at any time after the date of this pricing supplement will vary based on many factors that cannot be predicted with accuracy, including our
creditworthiness and changes in market conditions. See also "The market price will be influenced by many unpredictable factors" above.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS. One or more of our affiliates
and/or third-party dealers have carried out, and will continue to carry out, hedging activities related to the Trigger PLUS (and to other instruments linked to the
underlying index or its component stocks), including trading in the stocks that constitute the underlying indices as well as in other instruments related to the underlying
indices. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater
and more frequent dynamic adjustments to the hedge as the valuation date approaches. MS & Co. and some of our other affiliates also trade the stocks that
constitute the underlying indices and other financial instruments related to the underlying indices on a regular basis as part of their general broker-dealer and other
businesses. Any of these hedging or trading activities on or prior to the pricing date could have increased the initial index value of an underlying index, and, therefore,
could have increased the trigger level for such underlying index, which is the level at or above which such underlying index must close on the valuation date so that
investors do not suffer a significant loss on their initial investment in the Trigger PLUS (depending also on the performance of the other underlying
index). Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could potentially affect whether the value
of an underlying index on the valuation date is below the respective trigger level, and, therefore, whether an investor would receive significantly less than the stated
principal amount of the Trigger PLUS at maturity (depending also on the performance of the other underlying index).

December 2018
Page 9
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations w ith respect to the
T rigge r PLU S. As calculation agent, MS & Co. has determined the initial index values and the trigger levels, will determine the final index values, including whether
either underlying index has decreased to below the respective trigger level, and will calculate the amount of cash, if any, you will receive at maturity. Moreover, certain
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to
the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the final index value in the event of a market
disruption event or discontinuance of the underlying indices. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For
further information regarding these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)" and "--Calculation Agent and Calculations"
and related definitions in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the Trigger PLUS on the pricing date.

The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. Please read the discussion under "Additional
Information--Tax considerations" in this document and the discussion under "United States Federal Taxation" in the accompanying product supplement for PLUS
(together, the "Tax Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS. If the Internal Revenue Service
(the "IRS") were successful in asserting an alternative treatment, the timing and character of income on the Trigger PLUS might differ significantly from the tax
treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the Trigger PLUS as debt
instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the Trigger PLUS every year at a "comparable yield"
determined at the time of issuance and recognize all income and gain in respect of the Trigger PLUS as ordinary income. Additionally, as discussed under "United
States Federal Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules commonly referred to as "FATCA" would apply to the
Trigger PLUS if they were recharacterized as debt instruments. The risk that financial instruments providing for buffers, triggers or similar downside protection
features, such as the Trigger PLUS, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not
have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the Trigger PLUS, and the IRS or a court may not agree with the
tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts"
and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should
be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to
which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain
long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in
the Trigger PLUS, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax
consequences of an investment in the Trigger PLUS, including possible alternative treatments, the issues presented by this notice and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.

December 2018
Page 10
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services LLC ("S&P"), consists of 500 component stocks selected to
provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative value of the float adjusted aggregate
market capitalization of the 500 component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during
the base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the
accompanying index supplement.

Information as of market close on December 20, 2018:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,467.42
5 2 We e k s Ago:
2,679.25
5 2 We e k H igh (on 9 /2 0 /2 0 1 8 ):
2,930.75
5 2 We e k Low (on 1 2 /2 0 /2 0 1 8 ):
2,467.42

The following graph sets forth the daily closing values of the SPX Index for the period from January 1, 2013 through December 20, 2018. The related table sets forth the
published high and low closing values, as well as end-of-quarter closing values, of the SPX Index for each quarter in the same period. The closing value of the SPX
Index on December 20, 2018 was 2,467.42. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The SPX Index has at times experienced periods of high volatility, and you should not take the historical values of the SPX Index as an indication of its future
performance.

SPX I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 3 t o De c e m be r 2 0 , 2 0 1 8
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

December 2018
Page 11
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 3

First Quarter
1,569.19
1,457.15
1,569.19
Second Quarter
1,669.16
1,541.61
1,606.28
Third Quarter
1,725.52
1,614.08
1,681.55
Fourth Quarter
1,848.36
1,655.45
1,848.36
2 0 1 4

First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter
2,011.36
1,909.57
1,972.29
Fourth Quarter
2,090.57
1,862.49
2,058.90
2 0 1 5

First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6

First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7

First Quarter
2,395.96
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8

First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter (through December 20, 2018)
2,925.51
2,467.42
2,467.42

"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial Services LLC. See "S&P 500® Index" in
the accompanying index supplement.

December 2018
Page 12
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
Russell 2000® Index Overview

The Russell 2000® Index is an index calculated, published and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

companies incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell
3000® Index. The Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the
U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the Russell 3000® Index and represents a small portion of the total
market capitalization of the Russell 3000® Index. The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity
market. For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the accompanying index supplement.

Information as of market close on December 20, 2018:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,326.002
5 2 We e k s Ago:
1,540.076
5 2 We e k H igh (on 8 /3 1 /2 0 1 8 ):
1,740.753
5 2 We e k Low (on 1 2 /2 0 /2 0 1 8 ):
1,326.002

The following graph sets forth the daily closing values of the RTY Index for the period from January 1, 2013 through December 20, 2018. The related table sets forth the
published high and low closing values, as well as end-of-quarter closing values, of the RTY Index for each quarter in the same period. The closing value of the RTY
Index on December 20, 2018 was 1,326.002. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent
verification. The RTY Index has at times experienced periods of high volatility, and you should not take the historical values of the RTY Index as an indication of its future
performance.

RT Y I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 3 t o De c e m be r 2 0 , 2 0 1 8
December 2018
Page 13
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
Russe ll 2 0 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 3

First Quarter
953.07
872.60
951.54
Second Quarter
999.99
901.51
977.48
Third Quarter
1,078.41
989.47
1,073.79
Fourth Quarter
1,163.64
1,043.46
1,163.64
2 0 1 4

First Quarter
1,208.651
1,093.594
1,173.038
Second Quarter
1,192.960
1,095.986
1,192.960
Third Quarter
1,208.150
1,101.676
1,101.676
Fourth Quarter
1,219.109
1,049.303
1,204.696
2 0 1 5

First Quarter
1,266.373
1,154.709
1,252.772
Second Quarter
1,295.799
1,215.417
1,253.947
Third Quarter
1,273.328
1,083.907
1,100.688
Fourth Quarter
1,204.159
1,097.552
1,135.889
2 0 1 6

First Quarter
1,114.028
953.715
1,114.028
Second Quarter
1,188.954
1,089.646
1,151.923
Third Quarter
1,263.438
1,139.453
1,251.646
Fourth Quarter
1,388.073
1,156.885
1,357.130
2 0 1 7

First Quarter
1,413.635
1,345.598
1,385.920
Second Quarter
1,425.985
1,345.244
1,415.359
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

Third Quarter
1,490.861
1,356.905
1,490.861
Fourth Quarter
1,548.926
1,464.095
1,535.511
2 0 1 8

First Quarter
1,610.706
1,463.793
1,529.427
Second Quarter
1,706.985
1,492.531
1,643.069
Third Quarter
1,740.753
1,653.132
1,696.571
Fourth Quarter (through December 20, 2018)
1,672.992
1,326.002
1,326.002

The "Russell 2000® Index" is a trademark of FTSE Russell. For more information, see "Russell 2000® Index" in the accompanying index supplement.

December 2018
Page 14
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the Trigger PLUS

Please read this information in conjunction with the summary terms on the front cover of this document.

Addit iona l T e rm s:

If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described
herein shall control.
U nde rlying inde x publishe rs:
With respect to the SPX Index, S&P Dow Jones Indices LLC, or any successor thereof
With respect to the RTY Index, FTSE Russell, or any successor thereof
I nde x c losing va lue :
With respect to the SPX Index, the index closing value on any index business day shall be determined by the
calculation agent and shall equal the official closing value of the SPX Index, or any successor index as defined under
"Discontinuance of Any Underlying Index; Alternation of Method of Calculation" in the accompanying product
supplement), published at the regular official weekday close of trading on such index business day by the underlying
index publisher for the SPX Index, as determined by the calculation agent. In certain circumstances, the index closing
value for the SPX Index will be based on the alternate calculation of the SPX Index as described under "Discontinuance
of Any Underlying Index; Alternation of Method of Calculation" in the accompanying product supplement.

With respect to the RTY Index, the index closing value on any index business day shall be determined by the
calculation agent and shall equal the closing value of the RTY Index or any successor index reported by Bloomberg
Financial Services, or any successor reporting service the calculation agent may select, on such index business day. In
certain circumstances, the index closing value for the RTY Index will be based on the alternate calculation of the RTY
Index as described under "Discontinuance of Any Underlying Index; Alternation of Method of Calculation" in the
accompanying product supplement. The closing value of the RTY Index reported by Bloomberg Financial Services may
be lower or higher than the official closing value of the RTY Index published by the underlying index publisher for the
RTY Index.
De nom ina t ions:
$1,000 per Trigger PLUS and integral multiples thereof
I nt e re st :
None
T rust e e :
The Bank of New York Mellon
Ca lc ula t ion a ge nt :
MS & Co.
Bull m a rk e t or be a r m a rk e t PLU S:
Bull market PLUS
Post pone m e nt of m a t urit y da t e :
If the scheduled valuation date is not an index business day with respect to either underlying index or if a market
disruption event occurs with respect to either underlying index on that day so that the valuation date is postponed and
falls less than two business days prior to the scheduled maturity date, the maturity date of the Trigger PLUS will be
postponed to the second business day following the latest valuation date as postponed with respect to either underlying
index.
I ssue r not ic e t o re gist e re d se c urit y
In the event that the maturity date is postponed due to postponement of the valuation date, the issuer shall give notice
holde rs, t he t rust e e a nd t he
of such postponement and, once it has been determined, of the date to which the maturity date has been rescheduled
de posit a ry:
(i) to each registered holder of the Trigger PLUS by mailing notice of such postponement by first class mail, postage
prepaid, to such registered holder's last address as it shall appear upon the registry books, (ii) to the trustee by facsimile
confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (iii) to The
December 2018
Page 15
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Russell 2000® Index due December 24, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie sSM
Princ ipa l a t Risk Se c urit ie s
https://www.sec.gov/Archives/edgar/data/895421/000095010318014941/dp99924_424b2-ps1269.htm[12/26/2018 9:36:02 AM]

Document Outline

#1">
- #1">