Bond Morgan Stanley Financial 0% ( US61771BCZ58 ) in USD

Morgan Stanley Financial

100 % ▼

United States

US61771BCZ58 ( in USD )

06/06/2023 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61771BCZ58 in USD 0%, expired

1 000 USD

278 000 USD

61771BCZ5

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 US61771BCZ58, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/06/2023

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61771BCZ58, was rated NR by Moody's credit rating agency.

424B2 1 dp129566_424b2-ps4074.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Trigger Participation Securities
$278,000

$36.08
due 2023

M a y 2 0 2 0
Pricing Supplement No. 4,074
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 29, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
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 Participation Securities, or "securities," are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are
fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal
at maturity and have the terms described in the accompanying product supplement for participation securities, index supplement
and prospectus, as supplemented or modified by this document. The payment at maturity on the securities will be based on the
value of the worst performing of the S&P 500® Index and the Dow Jones Industrial AverageSM. At maturity, if the final index value
of e a c h underlying index is gre a t e r t ha n its respective initial index value, investors will receive the stated principal amount of
their investment plus a return reflecting 100% of the upside performance of the worst performing underlying index. If the final index
value of e it he r underlying index is le ss t ha n or e qua l to its respective initial index value but the final index value of e a c h
underlying index is gre a t e r t ha n or e qua l t o its respective trigger level, investors will receive the stated principal amount of
their investment plus a positive return based on the absolute value of the performance of the worst performing underlying index,
which will be effectively limited to a 25% return. However, if the final index value of e it he r underlying index is le ss t ha n its
respective trigger level, investors will be negatively exposed to the full decline in the worst performing underlying index and will
lose 1% for every 1% decline in the worst performing underlying index over the term of the securities. Under these circumstances,
the payment at maturity will be less than 75% of the stated principal amount and could be zero. Accordingly, you may lose your
entire investment. Because the payment at maturity of the securities is based on the worst performing of the underlying indices, a
decline in either underlying index to less than its trigger level will result in a loss of a significant portion or all of your investment,
even if the other underlying index has appreciated or has not declined as much. The securities 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 participation and absolute return features that in each case apply to a limited range of
performance of the worst performing underlying index. 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
se c urit ie s. The securities 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 se c urit ie 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 :
June 6, 2023
U nde rlying indic e s:
S&P 500® Index (the "SPX Index") and Dow Jones Industrial AverageSM (the "INDU Index")
Aggre ga t e princ ipa l a m ount :
$278,000
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 + ($1,000 × participation rate × index percent change of the worst performing

underlying index)
If the final index value of e it he r underlying index is less than or equal to its respective initial

index value but the final index value of e a c h underlying index is greater than or equal to its
respective trigger level,
$1,000 + ($1,000 × absolute index return)
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In this scenario, you will receive a 1% positive return on the securities for each 1%

negative return on the underlying index. In no event will this amount exceed the stated
principal amount plus $250.

If the final index value of e it he r unde rlying inde x is less than its respective trigger level,

($1,000 × 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 more than 25%, and possibly all, of your
investment.
With respect to each underlying index, (final index value initial index value) / initial index
I nde x pe rc e nt c ha nge :
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
Absolut e inde x re t urn:
The absolute value of the index percent change. For example, a -5% index percent change
will result in a +5% absolute index return.
I nit ia l inde x va lue :
With respect to the SPX Index, 3,044.31, which is the index closing value of such index on
the pricing date
With respect to the INDU Index, 25,383.11, 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
V a lua t ion da t e :
May 30, 2023, subject to adjustment for non-index business days and certain market
disruption events
Pa rt ic ipa t ion ra t e :
100%
T rigge r le ve l:
With respect to the SPX Index, 2,283.233, which is approximately 75% of the initial index
value of such index
With respect to the INDU Index, 19,037.333, which is approximately 75% of the initial index
value of such index
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security
Pric ing da t e :
May 29, 2020
Origina l issue da t e :
June 3, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61771BCZ5 / US61771BCZ58
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley and
an affiliate of MSFL. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he pric ing $960.90 per security. See "Investment Summary" on page 2.
da t e :
Com m issions a nd issue pric e :
Age nt 's c om m issions a nd
Pric e t o public (1)
fe e s (2)
Proc e e ds t o us(3)
Pe r se c urit y
$1,000
$5
$995
T ot a l
$278,000
$1,390
$276,610
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $995 per security,
for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a
sales commission with respect to the securities. 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.
(3) See "Use of proceeds and hedging" on page 17.
T he se c urit ie 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 se c urit ie 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 Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
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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 Pa rt ic ipa t ion Se c urit ie 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
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Dua l Dire c t iona l T rigge r Pa rt ic ipa t ion Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P 500® Index and the
Dow Jones Industrial AverageSM due June 6, 2023 (the "securities") can be used:

To gain exposure to the worst performing of two U.S. equity indices

To obtain a positive return for a limited range of negative performance of the worst performing underlying index

To provide limited protection against a loss of principal in the event of a decline of either underlying index as of the valuation
date but only if the final index value of each underlying index is gre a t e r t ha n or e qua l t o its respective trigger level

If the final index value of e it he r underlying index is le ss t ha n its respective trigger level, the securities are exposed on a 1:1
basis to the percentage decline in the worst performing underlying index over the term of the securities. Accordingly, investors may
lose their entire investment in the securities.

M a t urit y:
Approximately 3 years
Pa rt ic ipa t ion ra t e :
100%
T rigge r le ve l:
With respect to each underlying index, 75% of the respective initial index value
Coupon:
None
List ing:
The securities will not be listed on any securities exchange

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $960.90.

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 indices. The estimated value of the securities 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 securities?

In determining the economic terms of the securities, including the participation rate 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 securities would be more favorable to you.

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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 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 securities are not fully deducted upon issuance, for a period of up to 6 months following the
issue date, to the extent that MS & Co. may buy or sell the securities 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.

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.
May 2020
Page 2
Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
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 securities offer the potential for a positive return at maturity based on the absolute value of a limited range of percentage
changes of the worst performing underlying index. At maturity, if the final index value of e a c h underlying index is gre a t e r t ha n
its respective initial index value, investors will receive the stated principal amount of their investment plus a return reflecting 100%
of the upside performance of the worst performing underlying index. If the final index value of e it he r underlying index is le ss
t ha n or e qua l to its respective initial index value but the final index value of e a c h underlying index is gre a t e r t ha n or e qua l
t o its respective trigger level, investors will receive the stated principal amount of their investment plus a positive return based on
the absolute value of the performance of the worst performing underlying index, which will be effectively limited to a 25% return.
However, if the final index value of e it he r underlying index is le ss t ha n its respective trigger level, the absolute return feature will
no longer be available and instead investors will be negatively exposed to the full decline in the worst performing underlying index
and will lose 1% for every 1% decline in the worst performing underlying index over the term of the securities. U nde r t he se
c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n 7 5 % of t he st a t e d princ ipa l a m ount a nd c ould be
ze ro. Ac c ordingly, you m a y lose your e nt ire inve st m e nt . All pa ym e nt s on t he se c urit ie s a re subje c t t o our
c re dit risk .

U pside Sc e na rio if Both underlying indices increase in value, and, at maturity, the securities redeem for the stated principal
Bot h U nde rlying
amount of $1,000 plus a return reflecting 100% of the index percent change of the worst performing
I ndic e s
underlying index.
Appre c ia t e
The final index value of e it he r underlying index is le ss t ha n or e qua l t o its respective initial index
value but the final index value of e a c h underlying index is greater than or equal to its respective trigger
level, which is 75% of its respective initial index value. In this case, you receive a 1% positive return on
Absolut e Re t urn
the securities for each 1% negative return on the worst performing underlying index. For example, if the
Sc e na rio
final index value of the worst performing underlying index is 10% less than its respective initial index
value, the securities will provide a total positive return of 10% at maturity. The maximum return you may
receive in this scenario is a positive 25% return at maturity.
The final index value of e it he r underlying index is le ss t ha n its trigger level. In this case, the securities
redeem for less than the stated principal amount by an amount proportionate to the full decline in the
value of the worst performing underlying index over the term of the securities. For example, if the final
Dow nside
index value of the worst performing underlying index is 70% less than its initial index value, the securities
Sc e na rio
will be redeemed at maturity for a loss of 70% of the principal at $300, or 30% of the stated principal
amount. There is no minimum payment at maturity on the securities, and investors may lose their entire
initial investment.

Because the payment at maturity of the securities is based on the worst performing of the underlying indices, a decline in e it he r
underlying index to less than its trigger level will result in a loss of a significant portion or all of your investment, even if the other
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underlying index has appreciated or has not declined as much.

May 2020
Page 3
Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
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 securities. 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
of this document. Any payment at maturity on the securities 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 security
Pa rt ic ipa t ion ra t e :
100%
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 INDU Index: 25,000
H ypot he t ic a l t rigge r le ve l:
With respect to the SPX Index: 1,500, which is 75% of its
hypothetical initial index value
With respect to the INDU Index: 18,750, which is 75% of its
hypothetical initial index value

EX AM PLE 1 : T he fina l inde x va lue of e a c h unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue .

Final index value

SPX Index: 2,200

INDU Index: 35,000
Index percent change

SPX Index: (2,200 2,000) / 2,000 = 10%
INDU Index: (35,000 25,000) / 25,000 = 40%
Payment at maturity
=
$1,000 + ($1,000 × participation rate × index percent change of the worst
performing underlying index)

=
$1,000 + ($1,000 × 100% × 10%)

=
$1,100

In example 1, the final index values of both the SPX Index and INDU Index are greater than their initial index values. The SPX
Index has appreciated by 10% while the INDU Index has appreciated by 40%. Therefore, investors receive at maturity the stated
principal amount plus 100% of the appreciation of the worst performing underlying index, which is the SPX Index in this example.
Investors receive $1,100 per security at maturity.

EX AM PLE 2 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue
w hile t he fina l inde x va lue of t he ot he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue but
gre a t e r t ha n it s re spe c t ive t rigge r le ve l.

Final index value

SPX Index: 2,200

INDU Index: 20,000
Index percent change

SPX Index: (2,200 2,000) / 2,000 = 10%
INDU Index: (20,000 25,000) / 25,000 = -20%
Index performance factor

SPX Index: 2,200 / 2,000 = 110%
INDU Index: 20,000 / 25,000 = 80%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying
index)

=
$1,000 + ($1,000 × 20%)

=
$1,200

In example 2, the final index value of the SPX Index is greater than its respective initial index value, while the final index value of
the INDU Index is less than its respective initial index value but greater than its respective trigger level. While the SPX Index has
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May 2020
Page 4
Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
Princ ipa l a t Risk Se c urit ie s
appreciated by 10%, the INDU Index has declined by 20%. Therefore, investors receive at maturity the stated principal amount plus
the absolute value of the performance of the worst performing underlying index, which is the INDU Index in this example. Investors
receive $1,200 per security at maturity. In this example, investors receive a positive return even though one of the underlying
indices declined in value by 20%, due to the absolute return feature of the securities and because neither underlying index declined
beyond its respective trigger level.

EX AM PLE 3 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue
w hile t he fina l inde x va lue of t he ot he r unde rlying inde x is le ss t ha n it s re spe c t ive t rigge r le ve l.

Final index value

SPX Index: 2,200

INDU Index: 12,500
Index percent change

SPX Index: (2,200 2,000) / 2,000 = 10%
INDU Index: (12,500 25,000) / 25,000 = -50%
Index performance factor

SPX Index: 2,200 / 2,000 = 110%
INDU Index: 12,500 / 25,000 = 50%
Payment at maturity
=
$1,000 × index performance factor of the worst performing underlying index

=
$1,000 × 50%

=
$500

In example 3, the final index value of the SPX Index is greater than its respective initial index value, while the final index value of
the INDU Index is less than its respective trigger level. While the SPX Index has appreciated by 10%, the INDU index has declined
by 50%. Therefore, investors are exposed to the full negative performance of the INDU Index, which is the worst performing
underlying index in this example, and receive a payment at maturity of $500 per security. In this example, investors are exposed to
the negative performance of the worst performing underlying index even though the other underlying index has appreciated in value
by 10%.

EX AM PLE 4 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue ,
but ne it he r unde rlying inde x ha s de c re a se d t o be low it s re spe c t ive t rigge r le ve l.

Final index value

SPX Index: 1,700

INDU Index: 22,500
Index percent change

SPX Index: (1,700 2,000) / 2,000 = -15%
INDU Index: (22,500 25,000) / 25,000 = -10%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying
index)

=
$1,000 + ($1,000 × 15%)

=
$1,150

In example 4, the final index value of each underlying index is less than its respective initial index value, but neither underlying
index has decreased to below its respective trigger level. The SPX index has declined by 15% while the INDU Index has declined
by 10%. Therefore, investors receive at maturity the stated principal amount plus the absolute value of the performance of the
worst performing underlying index, which is the SPX Index in this example. Investors receive a payment at maturity of $1,150 per
security.

EX AM PLE 5 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n it s re spe c t ive t rigge r le ve l.

Final index value

SPX Index: 600

INDU Index: 10,000
Index percent change

SPX Index: (600 2,000) / 2,000 = -70%
INDU Index: (10,000 25,000) / 25,000 = -60%
May 2020
Page 5
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Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
Princ ipa l a t Risk Se c urit ie s
Index performance factor

SPX Index: 600 / 2,000 = 30%
INDU Index: 10,000 / 25,000 = 40%
Payment at maturity
=
$1,000 × index performance factor of the worst performing underlying index

=
$1,000 × 30%

=
$300

In example 5, the final index values of both the SPX Index and the INDU Index are less than their respective trigger levels. The
SPX index has declined by 70% while the INDU Index has declined by 60%. Therefore, investors are exposed to the full negative
performance of the SPX Index, which is the worst performing underlying index in this example, and receive a payment at maturity
of $300 per security.

Be c a use t he pa ym e nt a t m a t urit y of t he se c urit ie 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 t o be low it s re spe c t ive t rigge r le ve l w ill re sult in a loss of a
signific a nt port ion or a ll 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.

May 2020
Page 6
Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
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 securities. For further discussion of these and
other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for participation securities,
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 securities.

The securities do not pay interest and do not guarantee any return of principal at maturity. The terms of
the securities differ from those of ordinary debt securities in that the securities do not pay interest and do not guarantee any
return of principal at maturity of the securities. If the final index value of e it he r underlying index is less than its respective
trigger level, the absolute return feature will no longer be available and you will instead receive for each security that you hold
a payment at maturity that is significantly less than the stated principal amount of each security by an amount proportionate to
the decline in the value of the worst performing underlying index from its initial index value. T he re is no m inim um
pa ym e nt a t m a t urit y on t he se c urit ie s, a nd, a c c ordingly, you c ould lose your e nt ire init ia l inve st m e nt .

You are exposed to the price risk of both underlying indices. Your return on the securities is 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 securities 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 trigger level, equal to 75% of
its respective initial index value, as of the valuation date, you will lose a significant portion or all of your investment, even if the
other underlying index has appreciated or has not declined as much. Accordingly, your investment is subject to the price risk of
both underlying indices.

Because the securities are linked to the performance of the w orst performing underlying index, you are
e x pose d t o a gre a t e r risk of sust a ining a signific a nt loss on your inve st m e nt t ha n if t he se c urit ie 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 securities as opposed to substantially similar securities that are linked to the performance of just 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
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valuation date than if the securities 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 of the securities w ill be influenced by many unpredictable factors. Several factors will
influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or
sell the securities in the secondary market, including the value, volatility and dividend yield of the underlying indices, interest
and yield rates in the market, time remaining until the securities mature, geopolitical conditions and economic, financial,
political, regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. The levels of
the underlying indices may be, and have recently been, volatile, and we can give you no assurance that the volatility will
lessen. See "S&P 500® Index Overview" and "Dow Jones Industrial AverageSM Overview" below. You may receive less, and
possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on its obligations
under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the
market value of the securities 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 securities.

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

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Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
Princ ipa l a t Risk Se c urit ie s
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 amount payable on the securities is not linked to the values of the underlying indices at any time
ot he r t ha n t he va lua t ion 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 postponement 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 less than its respective trigger level, the payment at maturity may 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 securities 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 securities is not equivalent to investing in either underlying index. Investing in the securities
is not equivalent to investing in either underlying index or the component stocks of either underlying index. As an investor in
the securities, you 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 securities. 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.

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The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d 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 se c urit ie 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 se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie 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 to purchase the securities 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 securities in the original issue price and the lower rate
we are willing 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, selling, structuring and hedging the securities are not fully deducted upon
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities 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 estimated value of the securities is determined by reference to our pricing and valuation models,
w hic h m a y diffe r from t hose 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 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 willing 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 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 of the securities will be influenced by many unpredictable factors" above.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will 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

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Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
Princ ipa l a t Risk Se c urit ie s
any time. When it does make a market, it will generally 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 likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell 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 willing 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 willing to hold your securities to maturity.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
se c urit ie s. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the
securities (and possibly to other instruments linked to the underlying indices or their 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 securities, and the hedging strategy may involve
greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also
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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 potentially affect the initial index value of either underlying index, and, therefore, could increase the
trigger level for such underlying index, which is the value 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 securities (depending also on the
performance of the other underlying index). Additionally, such hedging or trading activities during the term of the securities,
including on the valuation date, could adversely affect the closing value of either underlying index on the valuation date and,
accordingly, the amount of cash an investor will receive at maturity, if any (depending also on the performance of the other
underlying index).

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. will determine the initial index values,
the trigger levels and the final index values, including whether any underlying index has decreased to below its respective
trigger level, and will calculate the amount of cash, if any, you 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 an underlying index. 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 Participation Securities--Postponement of Valuation Date(s)," "--Alternate
Exchange Calculation in case of an Event of Default" and "--Calculation Agent and Calculations" and related definitions in the
accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities on the pricing
date.

The U.S. federal income tax consequences of an investment in the securities 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 participation securities (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the
"IRS") were successful in asserting an alternative treatment, the timing and character of income on the securities 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 securities as debt instruments. In that event, U.S. Holders would be required to accrue
into income original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and
recognize all income and gain in respect of the securities as ordinary income. Additionally, as discussed under "United States
Federal Taxation--FATCA" in the accompanying product supplement for participation securities, the withholding rules
commonly referred to as "FATCA" would apply to the securities if they were recharacterized as debt instruments. However,
recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization)
eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as
"FDAP income," as defined in the accompanying product supplement for participation securities). The risk that financial
instruments providing for buffers, triggers or similar downside protection features, such as the securities, 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 securities, and the IRS or a court
may not agree with the tax treatment described in the Tax Disclosure Sections.

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Morgan Stanley Finance LLC
Dual Directional Trigger Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Dow Jones Industrial AverageSM due June 6, 2023
Princ ipa l a t Risk Se c urit ie s
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
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