Bond Morgan Stanley Financial 0% ( US61768Y8690 ) in USD

Morgan Stanley Financial

100 % ⇌

United States

US61768Y8690 ( in USD )

24/06/2022 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61768Y8690 in USD 0%, expired

1 000 USD

61768Y869

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.

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768Y8690, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/06/2022

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424B2 1 dp108748_424b2-ps2153.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Contingent Income Auto- Callable Securities due 2022

$17,825,950

$2,160.51

June 2019
Pricing Supplement No. 2,153
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 21, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
Contingent Income Auto-Cal able Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities
offer the opportunity for investors to earn a contingent quarterly coupon at an annual rate of 10.55%, but only with respect to each
determination date on which the determination closing price of the underlying stock is greater than or equal to 60% of the initial share price,
which we refer to as the downside threshold price. In addition, if the determination closing price of the underlying stock is greater than or equal
to the initial share price on any determination date, the securities wil be automatical y redeemed for an amount per security equal to the
stated principal amount and the contingent quarterly coupon. However, if the securities are not automatical y redeemed prior to maturity, the
payment at maturity due on the securities wil be as fol ows: (i) if the final share price is greater than or equal to the downside threshold price,
the stated principal amount and the contingent quarterly coupon with respect to the final determination date, or (i ) if the final share price is
less than the downside threshold price, investors wil be exposed to the decline in the underlying stock on a 1-to-1 basis and wil receive a
payment at maturity that is less than 60% of the principal amount of the securities and could be zero. Moreover, if on any determination date
the determination closing price of the underlying stock is less than the downside threshold price, you wil not receive any contingent quarterly
coupon for that quarterly period. As a result, investors must be wil ing to accept the risk of not receiving any contingent quarterly coupons and
also the risk of receiving a payment at maturity that is significantly less than the stated principal amount of the securities and could be zero.
Accordingly, investors could lose their entire initial investment in the securities. The securities are for investors who are wil ing to risk
their principal and seek an opportunity to earn interest at a potential y above-market rate in exchange for the risk of receiving few or no
contingent quarterly coupons over the 3-year term of the securities. Investors wil not participate in any appreciation of the underlying stock.
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y guaranteed by Morgan
Stanley. The securities are issued as part of MSFL's Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These
securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any
underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Underlying stock:
QUALCOMM Incorporated common stock
Aggregate principal amount:
$17,825,950
Stated principal amount:
$10 per security
Issue price:
$10 per security
Pricing date:
June 21, 2019
Original issue date:
June 26, 2019 (3 business days after the pricing date)
Maturity date:
June 24, 2022
Early redemption:
If, on any of the first eleven determination dates, the determination closing price of the underlying
stock is greater than or equal to the initial share price, the securities wil be automatical y redeemed
for an early redemption payment on the third business day fol owing the related determination
date. No further payments wil be made on the securities once they have been redeemed.
Early redemption payment:
The early redemption payment wil be an amount equal to (i) the stated principal amount plus (i ) the
contingent quarterly coupon with respect to the related determination date.
Determination closing price:
The closing price of the underlying stock on any determination date other than the final determination
date times the adjustment factor on such determination date.
Contingent quarterly coupon:
· If, on any determination date, the determination closing price or the final share price, as applicable,
is greater than or equal to the downside threshold price, we wil pay a contingent quarterly coupon
at an annual rate of 10.55% (corresponding to approximately $0.26375 per quarter per security) on
the related contingent payment date.
· If, on any determination date, the determination closing price or the final share price, as applicable,
is less than the downside threshold price, no contingent quarterly coupon wil be paid with respect
to that determination date.
Determination dates:
September 23, 2019, December 23, 2019, March 23, 2020, June 22, 2020, September 21, 2020,
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December 21, 2020, March 22, 2021, June 21, 2021, September 21, 2021, December 21, 2021,
March 21, 2022 and June 21, 2022, subject to postponement for non-trading days and certain market
disruption events. We also refer to June 21, 2022 as the final determination date.
Contingent payment dates:
With respect to each determination date other than the final determination date, the third business day
after the related determination date. The payment of the contingent quarterly coupon, if any, with
respect to the final determination date wil be made on the maturity date.
Payment at maturity:
· If the final share price is greater than or equal (i) the stated principal amount plus (i ) the
to the downside threshold price:
contingent quarterly coupon with respect to the
· If the final share price is less than the downside final determination date
threshold price:
(i) the stated principal amount multiplied by (i ) the
share performance factor
Share performance factor:
Final share price divided by the initial share price
Adjustment factor:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Downside threshold price:
$43.632, which is equal to 60% of the initial share price
Initial share price:
$72.72, which is equal to the closing price of the underlying stock on the pricing date
Final share price:
The closing price of the underlying stock on the final determination date times the adjustment factor
on such date
CU
C S
U I
S P
I :
P
61768Y869
ISIN:
US61768Y8690
Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing date: $9.706 per security. See "Investment Summary" beginning on page 2.
Commissions and issue price:
Price to public
Agent's commissions and fees
Proceeds to us(3)
Per security
$10
$0.20(1)

$0.05(2)
$9.75
Total
$17,825,950
$445,648.75
$17,380,301.25

(1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors wil col ectively
receive from the agent, MS & Co., a fixed sales commission of $0.20 for each security they sel . 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.
(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.
(3)See "Use of proceeds and hedging" on page 19.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning
on page 7.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or
determined if this document or the accompanying product supplement and prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
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.
You should read this document together with the related product supplement and prospectus, each of which can be accessed via
the hyperlinks below. Please also see "Additional Terms of the Securities" and "Additional Information About the Securities" at the
end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the
context requires.
Product Supplement for Auto-Callable Securities dated November
Prospectus dated November 16, 2017
16, 2017

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

Investment Summary
Contingent Income Auto-Callable Securities
Principal at Risk Securities

The Contingent Income Auto-Cal able Securities due June 24, 2022 Based on the Performance of the Common Stock of QUALCOMM
Incorporated, which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly coupon at an annual rate
of 10.55% with respect to each quarterly determination date on which the determination closing price or the final share price, as applicable, is
greater than or equal to 60% of the initial share price, which we refer to as the downside threshold price. It is possible that the closing price of
the underlying stock could remain below the downside threshold price for extended periods of time or even throughout the term of the
securities so that you may receive few or no contingent quarterly coupons. If the determination closing price is greater than or equal to the
initial share price on any of the first eleven determination dates, the securities wil be automatical y redeemed for an early redemption payment
equal to the stated principal amount plus the contingent quarterly coupon with respect to the related determination date. If the securities have
not previously been redeemed and the final share price is greater than or equal to the downside threshold price, the payment at maturity wil
also be the sum of the stated principal amount and the contingent quarterly coupon with respect to the related determination date. However, if
the securities have not previously been redeemed and the final share price is less than the downside threshold price, investors wil be
exposed to the decline in the closing price of the underlying stock, as compared to the initial share price, on a 1-to-1 basis. In this case, the
payment at maturity wil be less than 60% of the stated principal amount of the securities and could be zero. Investors in the securities must
be wil ing to accept the risk of losing their entire principal and also the risk of not receiving any contingent quarterly coupon. In addition,
investors wil not participate in any appreciation of the underlying stock.

The original issue price of each security is $10. This price includes costs associated with issuing, sel ing, structuring and hedging the
securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $10. We estimate
that the value of each security on the pricing date is $9.706.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-
based component linked to the underlying stock. The estimated value of the securities is determined using our own pricing and valuation
models, market inputs and assumptions relating to the underlying stock, instruments based on the underlying stock, volatility and other factors
including current and expected interest rates, as wel 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 securities?

In determining the economic terms of the securities, including the contingent quarterly coupon rate and the downside threshold price, 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,
sel ing, 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 securities 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 securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related
to the underlying stock, 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 wel 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, sel ing, structuring and hedging the securities
are not ful y deducted upon issuance, for a period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the
securities in the secondary market, absent changes in market conditions, including those related to the underlying stock, 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 wil also be
reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any
time.

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

Key Investment Rationale

The securities offer investors an opportunity to earn a contingent quarterly coupon at an annual rate of 10.55% with respect to each
determination date on which the determination closing price or the final share price, as applicable, is greater than or equal to 60% of the initial
share price, which we refer to as the downside threshold price. The securities may be redeemed prior to maturity for the stated principal
amount per security plus the applicable contingent quarterly coupon, and the payment at maturity wil vary depending on the final share price,
as fol ows:

Scenario 1
On any of the first eleven determination dates, the determination closing price is greater than or equal
to the initial share price.
§ The securities wil be automaticaly redeemed for (i) the stated principal amount plus (i) the contingent
quarterly coupon with respect to the related determination date.
§ Investors wil not participate in any appreciation of the underlying stock from the initial share price.

Scenario 2
The securities are not automatically redeemed prior to maturity, and the final share price is greater
than or equal to the downside threshold price.
§ The payment due at maturity wil be (i) the stated principal amount plus (i) the contingent quarterly coupon
with respect to the final determination date.
§ Investors wil not participate in any appreciation of the underlying stock from the initial share price.

Scenario 3
The securities are not automatically redeemed prior to maturity, and the final share price is less than
the downside threshold price.
§ The payment due at maturity wil be equal to (i) the stated principal amount multiplied by (i) the share
performance factor. Investors will lose a significant portion, and may lose all, of their principal in
this scenario.

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

How the Securities Work

The fol owing diagrams il ustrate the potential outcomes for the securities depending on (1) the determination closing price and (2) the final
share price.

Diagram #1: First Eleven Determination Dates

Diagram #2: Payment at Maturity if No Automatic Early Redemption Occurs

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

Hypothetical Examples

The below examples are based on the fol owing terms:

Hypothetical Initial Share Price:
$70.00
Hypothetical Downside Threshold Price:
$42.00, which is 60% of the hypothetical initial share price
Hypothetical Adjustment Factor:
1.0
Contingent Quarterly Coupon:
10.55% per annum (corresponding to approximately $0.26375 per
quarter per security)1
Stated Principal Amount:
$10 per security
1 The actual contingent quarterly coupon wil be an amount determined by the calculation agent based on the number of days in the
applicable payment period, calculated on a 30/360 day count basis. The hypothetical contingent quarterly coupon of $0.26375 is used in these
examples for ease of analysis.

In Examples 1 and 2, the closing price of the underlying stock fluctuates over the term of the securities and the determination closing price of
the underlying stock is greater than or equal to the hypothetical initial share price of $70.00 on one of the first eleven determination dates.
Because the determination closing price is greater than or equal to the initial share price on one of the first eleven determination dates, the
securities are automatical y redeemed fol owing the relevant determination date. In Examples 3 and 4, the determination closing price on the
first eleven determination dates is less than the initial share price, and, consequently, the securities are not automatical y redeemed prior to,
and remain outstanding until, maturity.

Example 1
Example 2
Determination
Hypothetical
Contingent
Early Redemption Hypothetical
Contingent
Early Redemption
Dates
Determination
Quarterly Coupon Amount*
Determination
Quarterly Coupon Amount
Closing Price
Closing Price
#1
$35.00
$0
N/A
$50.00
$0.26375
N/A
#2
$70.00
--*
$10.26375
$36.00
$0
N/A
#3
N/A
N/A
N/A
$55.50
$0.26375
N/A
#4
N/A
N/A
N/A
$27.85
$0
N/A
#5
N/A
N/A
N/A
$50.65
$0.26375
N/A
#6
N/A
N/A
N/A
$52.75
$0.26375
N/A
#7
N/A
N/A
N/A
$32.00
$0
N/A
#8
N/A
N/A
N/A
$52.60
$0.26375
N/A
#9
N/A
N/A
N/A
$58.00
$0.26375
N/A
#10
N/A
N/A
N/A
$84.00
--*
$10.26375
#11
N/A
N/A
N/A
N/A
N/A
N/A
Final Determination
N/A
N/A
N/A
N/A
N/A
N/A
Date
* The Early Redemption Amount includes the unpaid contingent quarterly coupon with respect to the determination date on which the
determination closing price is greater than or equal to the initial share price and the securities are redeemed as a result.
§ In Example 1, the securities are automaticaly redeemed folowing the second determination date, as the determination closing price on the
second determination date is equal to the initial share price. You receive the early redemption payment, calculated as fol ows:

stated principal amount + contingent quarterly coupon = $10.00 + $0.26375 = $10.26375

In this example, the early redemption feature limits the term of your investment to approximately 6 months, and you may not be able to
reinvest at comparable terms or returns. If the securities are redeemed early, you wil stop receiving contingent coupons.
§ In Example 2, the securities are automaticaly redeemed folowing the tenth determination date, as the determination closing price on the
tenth determination date is greater than the initial share price. As the determination closing prices on the first, third, fifth, sixth, eighth, ninth
and tenth determination dates are greater than or equal to the downside threshold price, you receive the contingent

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

coupon of $0.26375 with respect to each such determination date. Fol owing the tenth determination date, you receive an early redemption
amount of $10.26375, which includes the contingent quarterly coupon with respect to the tenth determination date.

In this example, the early redemption feature limits the term of your investment to approximately 30 months, and you may not be able to
reinvest at comparable terms or returns. If the securities are redeemed early, you wil stop receiving contingent coupons. Further, although the
underlying stock has appreciated by 20% from its initial share price as of the tenth determination date, you receive only $10.26375 per
security and do not benefit from such appreciation.

Example 3
Example 4
Determination
Hypothetical
Contingent
Early Redemption Hypothetical
Contingent
Early Redemption
Dates
Determination
Quarterly Coupon Amount*
Determination
Quarterly Coupon Amount
Closing Price /
Closing Price /
Final Share Price
Final Share Price
#1
$40.50
$0
N/A
$29.30
$0
N/A
#2
$35.25
$0
N/A
$33.65
$0
N/A
#3
$31.60
$0
N/A
$35.00
$0
N/A
#4
$30.00
$0
N/A
$37.85
$0
N/A
#5
$28.95
$0
N/A
$31.60
$0
N/A
#6
$25.00
$0
N/A
$28.00
$0
N/A
#7
$26.50
$0
N/A
$23.65
$0
N/A
#8
$30.85
$0
N/A
$26.70
$0
N/A
#9
$31.65
$0
N/A
$27.85
$0
N/A
#10
$29.70
$0
N/A
$31.50
$0
N/A
#11
$26.45
$0
N/A
$37.45
$0
N/A
Final Determination
$28.00
$0
N/A
$59.50
--*
N/A
Date
Payment at Maturity
$4.00
$10.26375
*The final contingent quarterly coupon, if any, wil be paid at maturity.

Examples 3 and 4 il ustrate the payment at maturity per security based on the final share price.
§ In Example 3, the closing price of the underlying stock remains below the downside threshold price on every determination date. As a
result, you do not receive any contingent coupons during the term of the securities and, at maturity, you are ful y exposed to the decline in the
closing price of the underlying stock. As the final share price is less than the downside threshold price, investors wil receive a payment at
maturity equal to the stated principal amount multiplied by the share performance factor, calculated as fol ows:

stated principal amount x share performance factor = $10.00 x ($28.00 / $70.00) = $4.00

In this example, the payment at maturity is significantly less than the stated principal amount.
§ In Example 4, the closing price of the underlying stock decreases to a final share price of $59.50. Although the final share price is less than
the initial share price, because the final share price is stil not less than the downside threshold price, you receive the stated principal amount
plus a contingent quarterly coupon with respect to the final determination date. Your payment at maturity is calculated as fol ows:

$10.00 + $0.26375 = $10.26375

In this example, although the final share price represents a 15% decline from the initial share price, you receive the stated principal amount
per security plus the final contingent quarterly coupon, equal to a total payment of $10.26375 per security at maturity, because the final share
price is not less than the downside threshold price.

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks,
you should read the section entitled "Risk Factors" in the accompanying product supplement and prospectus. You should also consult your
investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
§ The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in
that the securities do not guarantee the payment of regular interest or the return of any of the principal amount at maturity. Instead, if the
securities have not been automatical y redeemed prior to maturity and if the final share price is less than the downside threshold price,
you wil be exposed to the decline in the closing price of the underlying stock, as compared to the initial share price, on a 1-to-1 basis and
you wil receive a payment that wil be less than 60% of the stated principal amount and could be zero.
§ You will not receive any contingent quarterly coupon for any quarterly period where the determination closing price is less than
the downside threshold price. A contingent quarterly coupon wil be paid with respect to a quarterly period only if the determination
closing price is greater than or equal to the downside threshold price. If the determination closing price remains below the downside
threshold price on each determination date over the term of the securities, you wil not receive any contingent quarterly coupons.
§ The contingent quarterly coupon, if any, is based solely on the determination closing price or the final share price, as applicable.
Whether the contingent quarterly coupon wil be paid with respect to a determination date wil be based on the determination closing price
or the final share price, as applicable. As a result, you wil not know whether you wil receive the contingent quarterly coupon until the
related determination date. Moreover, because the contingent quarterly coupon is based solely on the determination closing price on a
specific determination date or the final share price, as applicable, if such determination closing price or final share price is less than the
downside threshold price, you wil not receive any contingent quarterly coupon with respect to such determination date, even if the closing
price of the underlying stock was higher on other days during the term of the securities.
§ Investors will not participate in any appreciation in the price of the underlying stock. Investors wil not participate in any
appreciation in the price of the underlying stock from the initial share price, and the return on the securities wil be limited to the contingent
quarterly coupon, if any, that is paid with respect to each determination date on which the determination closing price or the final share
price, as applicable, is greater than or equal to the downside threshold price. It is possible that the closing price of the underlying stock
could be below the downside threshold price on most or al of the determination dates so that you wil receive few or no contingent
quarterly coupons. If you do not earn sufficient contingent quarterly coupons over the term of the securities, the overal return on the
securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.
§ The automatic early redemption feature may limit the term of your investment to approximately three months. If the securities
are redeemed early, you may not be able to reinvest at comparable terms or returns. The term of your investment in the securities
may be limited to as short as approximately three months by the automatic early redemption feature of the securities. If the securities are
redeemed prior to maturity, you wil receive no more contingent quarterly coupons and may be forced to invest in a lower interest rate
environment and may not be able to reinvest at comparable terms or returns.
§ The market price will be influenced by many unpredictable factors. Several factors wil influence the value of the securities in the
secondary market and the price at which MS & Co. may be wil ing to purchase or sel the securities in the secondary market. Although we
expect that general y the closing price of the underlying stock on any day wil affect the value of the securities more than any other single
factor, other factors that may influence the value of the securities include:

o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying stock,

o
whether the determination closing price has been below the downside threshold price on any determination date,

o
dividend rates on the underlying stock,

o
interest and yield rates in the market,

o
time remaining until the securities mature,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stock and
which may affect the final share price of the underlying stock,

o
the occurrence of certain events affecting the underlying stock that may or may not require an adjustment to the adjustment
factor, and

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Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

o
any actual or anticipated changes in our credit ratings or credit spreads.

The price of the underlying stock may be, and has recently been, volatile, and we can give you no assurance that the volatility wil lessen.
See "QUALCOMM Incorporated Overview" below. You may receive less, and possibly significantly less, than the stated principal amount
per security if you try to sel your securities prior to maturity.

§ 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. You are dependent on our ability to pay al amounts due on the securities on each
contingent payment date, upon automatic redemption or at maturity, and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or al of your investment. As a result, the
market value of the securities prior to maturity wil 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 securities.
§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL
has no independent operations beyond the issuance and administration of its securities and wil 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 wil be limited to those available under the related guarantee by Morgan Stanley
and that guarantee wil rank pari passu with al other unsecured, unsubordinated obligations of Morgan Stanley. Holders wil 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.
§ Investing in the securities is not equivalent to investing in the common stock of QUALCOMM Incorporated. Investors in the
securities wil not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying
stock. As a result, any return on the securities wil not reflect the return you would realize if you actual y owned shares of the underlying
stock and received the dividends paid or distributions made on them.
§ No affiliation with QUALCOMM Incorporated. QUALCOMM Incorporated is not an affiliate of ours, is not involved with this offering in
any way, and has no obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We
have not made any due diligence inquiry with respect to QUALCOMM Incorporated in connection with this offering.
§ We may engage in business with or involving QUALCOMM Incorporated without regard to your interests. We or our affiliates may
presently or from time to time engage in business with QUALCOMM Incorporated without regard to your interests and thus may acquire
non-public information about QUALCOMM Incorporated. Neither we nor any of our affiliates undertakes to disclose any such information
to you. In addition, we or our affiliates from time to time have published and in the future may publish research reports with respect to
QUALCOMM Incorporated, which may or may not recommend that investors buy or hold the underlying stock.
§ The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the
underlying stock. MS & Co., as calculation agent, wil adjust the adjustment factor for certain corporate events affecting the underlying
stock, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving the issuer of the
underlying stock, such as mergers. However, the calculation agent wil not make an adjustment for every corporate event that can affect
the underlying stock. For example, the calculation agent is not required to make any adjustments if the issuer of the underlying stock or
anyone else makes a partial tender or partial exchange offer for the underlying stock, nor wil adjustments be made fol owing the final
determination date. In addition, no adjustments wil be made for regular cash dividends, which are expected to reduce the price of the
underlying stock by the amount of such dividends. If an event occurs that does not require the calculation agent to adjust the adjustment
factor, such as a regular cash dividend, the market price of the securities and your return on the securities may be material y and
adversely affected. For example, if the record date for a regular cash dividend were to occur on or shortly before a determination date, this
may decrease the determination closing price to be less than the downside threshold price (resulting in no contingent quarterly coupon
being paid with respect to such date) or the final share price to be less than the downside threshold price (resulting in a loss of a
significant portion of al of your investment in the securities), material y and adversely affecting your return.
§ The securities will not be listed on any securities exchange and secondary trading may be limited. The securities wil not be listed
on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to,
make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it
wil general y do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities,
taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the

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6/26/2019
https://www.sec.gov/Archives/edgar/data/895421/000095010319008394/dp108748_424b2-ps2153.htm
Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due June 24, 2022
Based on the Performance of the Common Stock of QUALCOMM Incorporated
Principal at Risk Securities

likelihood that it wil be able to resel the securities. Even if there is a secondary market, it may not provide enough liquidity to al ow you to
trade or sel the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities,
the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is wil ing to transact.
If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the
securities. Accordingly, you should be wil ing to hold your securities to maturity.

§ 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. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co.,
may be wil ing to purchase the securities in secondary market transactions wil likely be significantly lower than the original issue price,
because secondary market prices wil exclude the issuing, sel ing, structuring and hedging-related costs that are included in the original
issue price and borne by you and because the secondary market prices wil 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 wel as other factors.

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

However, because the costs associated with issuing, sel ing, structuring and hedging the securities are not ful y deducted upon issuance,
for a period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the securities in the secondary market,
absent changes in market conditions, including those related to the underlying stock, 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 wil also be reflected in your brokerage
account statements.

§ 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. 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 securities than those generated by others, including other dealers in the market, if they attempted to value the
securities. 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 wil ing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at
any time after the date of this document wil vary based on many factors that cannot be predicted with accuracy, including our
creditworthiness and changes in market conditions. See also "The market price wil be influenced by many unpredictable factors" above.
§ Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our
affiliates and/or third-party dealers have carried out, and wil continue to carry out, hedging activities related to the securities (and to other
instruments linked to the underlying stock), including trading in the underlying stock. As a result, these entities may be unwinding or
adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic
adjustments to the hedge as the final determination date approaches. Some of our affiliates also trade the underlying stock and other
financial instruments related to the underlying stock 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 share price, and, as a result, could have
increased the downside threshold price, which is the price at or above which the underlying stock must close on each determination date
in order for you to earn a contingent quarterly coupon, and, if the securities are not cal ed prior to maturity, in order for you to avoid being
exposed to the negative price performance of the underlying stock at maturity. Additional y, such hedging or trading activities during the
term of the securities could potential y affect the price of the underlying stock on the determination dates, and, accordingly, whether the
securities are automatical y cal ed prior to maturity, and, if the securities are not cal ed prior to maturity, the payout to you at maturity, if
any.
§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to
the securities. As calculation agent, MS & Co. has determined the initial share price and the downside threshold price and wil determine
the final share price, whether the contingent quarterly coupon wil be paid on each contingent payment date, whether the securities wil be
redeemed fol owing any determination date, whether a market disruption event has occurred, whether to make any adjustments to the
adjustment factor and the payment that you wil receive upon an automatic early redemption or at maturity, if any. 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 nonoccurrence of market disruption events and certain adjustments to the
adjustment factor. These potential y subjective determinations may affect the payout to you upon an automatic early redemption or at
maturity, if any. For further information regarding these types of determinations, see "Description of Auto-Cal able Securities--Auto-
Cal able Securities Linked to Underlying Shares" and "--

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