Obbligazione Morgan Stanley Financial 0% ( US61769P3543 ) in USD

Morgan Stanley Financial

100 USD ▲

Stati Uniti

US61769P3543 ( in USD )

05/05/2026

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61769P3543 en USD 0%, scadenza 05/05/2026

1 000 USD

1 806 000 USD

61769P354

N/A

Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61769P3543, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 05/05/2026

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61769P3543, was rated NR by Moody's credit rating agency.

424B2 1 dp126441_424b2-ps3892.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Trigger Performance Leveraged Upside

$1,806,460

$234.48
Securities due 2026

April 2 0 2 0
Pricing Supplement No. 3,892
Registration Statement Nos. 333-221595; 333-221595-01
Dated April 17, 2020
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 S&P 500® Index due May 5, 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
Principal at Risk Securities
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. At maturity, if the underlying index has 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 underlying index. If the underlying index de pre c ia t e s in value but the
final index value is greater than or equal to the trigger level, investors will receive the stated principal amount of their investment.
However, if the underlying index has de pre c ia t e d in value so that the final index value is less than the trigger level, investors will
lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the index value over the term of
the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 65% of the stated principal amount and
could be zero. Accordingly, you may lose your entire investment. These long-dated Trigger PLUS are for investors who seek an
equity index-based return and who are willing to risk their principal 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 is greater than or equal to the trigger level.
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. These long-dated 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 :
May 5, 2026
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l a m ount : $1,806,460
Pa ym e nt a t m a t urit y pe r
If the final index value is greater than the initial index value:
T rigge r PLU S:
$10 + leveraged upside payment
If the final index value is less than or equal to the initial index value but is greater than or
equal to the trigger level:
$10
If the final index value is less than the trigger level:
$10 × index performance factor
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $10 and will represent a loss of more than 35%, and possibly all, of your investment.
Le ve ra ge d upside pa ym e nt :
$10 × leverage factor × index percent increase
I nde x pe rc e nt inc re a se :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
2,874.56, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
T rigge r le ve l
1,868.464, which is 65% of the initial index value
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V a lua t ion da t e :
April 30, 2026, subject to postponement for non-index business days and certain market
disruption events
Le ve ra ge fa c t or:
130.00%
I nde x pe rform a nc e fa c t or:
Final index value divided by the initial index value
St a t e d princ ipa l a m ount :
$10 per Trigger PLUS
I ssue pric e :
$10 per Trigger PLUS (see "Commissions and issue price" below)
Pric ing da t e :
April17, 2020
Origina l issue da t e :
April 22, 2020 (3 business days after the pricing date)
CU SI P:
61769P354
I SI N :
US61769P3543
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
$9.287 per Trigger PLUS. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions
Proc e e ds t o us(3)
pric e :
a nd fe e s
Pe r T rigge r PLU S
$10
$0.30(1)

$0.05(2)
$9.65
T ot a l
$1,806,460
$63,226.10
$1,743,233.90

(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively
receive from the agent, MS & Co., a fixed sales commission of $0.30 for each Trigger PLUS they sell. 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.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each Trigger PLUS.
(3) See "Use of proceeds and hedging" on page 12.
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 5 .
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 the S&P 500® Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

Investment Summary

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

Principal at Risk Securities

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The Trigger PLUS Based on the Value of the S&P 500® Index due May 5, 2026 (the "Trigger PLUS") can be used:

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

To enhance returns and potentially outperform the underlying index in a bullish scenario

To provide limited protection against a loss of principal in the event of a decline of the underlying index as of the valuation date
but only if the final index value is greater than or equal to the trigger level

M a t urit y:
Approximately 6 years
Le ve ra ge fa c t or:
130.00%
T rigge r le ve l:
65% of the initial index value
M inim um pa ym e nt a t
None. You could lose your entire initial investment in the Trigger PLUS.
m a t urit y:
Coupon:
None

The original issue price of each Trigger PLUS is $10. 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 $10. We estimate that the value of each Trigger PLUS on the pricing date is $9.287.

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 index. The estimated value of the Trigger PLUS is determined using our
own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the
underlying index, 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 level, 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?

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 index, 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 6 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 index, 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 Trigger PLUS, and, if it once chooses to make a market, may cease
doing so at any time.

April 2020
Page 2
Morgan Stanley Finance LLC

®
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Trigger PLUS Based on the Value of the S&P 500 Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

Key Investment Rationale

Trigger PLUS offer leveraged exposure to any positive performance of the underlying 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 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 Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct
Pe rform a nc e
investment in the underlying index.
T rigge r Fe a t ure
At maturity, even if the 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 is gre a t e r t ha n or e qua l t o
the trigger level.
U pside Sc e na rio
The underlying index increases in value, and, at maturity, the Trigger PLUS redeem for the stated
principal amount of $10 plus 130.00% of the index percent increase.
Pa r Sc e na rio
The final index value is less than or equal to the initial index value but is greater than or equal to
the trigger level. In this case, you receive the stated principal amount of $10 at maturity even
though the underlying index has depreciated.
Dow nside Sc e na rio
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for at
least 35% less than the stated principal amount, and this decrease will be by an amount
proportionate to the full decline in the value of the underlying index over the term of the Trigger
PLUS.

April 2020
Page 3
Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of the S&P 500® Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

How the Trigger PLUS Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the Trigger PLUS based on the following terms:

St a t e d princ ipa l a m ount :
$10 per Trigger PLUS
Le ve ra ge fa c t or:
130.00%
T rigge r le ve l:
65% of the initial index value
M inim um pa ym e nt a t m a t urit y:
None

T rigge r PLU S Pa yoff Dia gra m
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H ow it w ork s

Upside Scenario. If the final index value is greater than the initial index value, investors will receive the $10 stated principal
amount plus 130.00% of the appreciation of the underlying index over the term of the Trigger PLUS.

If the underlying index appreciates 2%, the investor would receive a 2.6% return, or $10.26 per Trigger PLUS.

Par Scenario. If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger
level, investors will receive the $10 stated principal amount.

If the underlying index depreciates 25%, investors will receive the $10 stated principal amount.

Dow nside Scenario. If the final index value is less than the trigger level, investors will receive an amount significantly less
than the $10 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.

If the underlying index depreciates 50%, investors will lose 50% of their principal and receive only $5 per Trigger PLUS at
maturity, or 50% of the stated principal amount.

April 2020
Page 4
Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of the S&P 500® Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

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.

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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 is less than the trigger level (which is 65% of the initial index value), the payout at maturity will
be an amount in cash that is at least 35% less than the $10 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 underlying index. There is no minimum payment at
maturity on the Trigger PLUS, and you could lose your entire investment.

The market price of the Trigger PLUS w ill be influenced by many unpredictable factors. Several factors,
many of which are beyond our control, 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
(frequency and magnitude of changes in value) and dividend yield of the underlying index, interest and yield rates in the
market, time remaining until the Trigger PLUS mature, geopolitical conditions and economic, financial, political, regulatory or
judicial events that affect the underlying index or equities markets generally and which may affect the final index value of the
underlying index 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
value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. See "S&P 500® 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
ra t ings 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 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.

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 amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time
ot he r t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity will be less, and
may be significantly less, than it would have been had the payment at maturity been linked to the value of the underlying index
prior to such drop. Although the actual value of the underlying index on the stated maturity date or at other times during the
term of the Trigger PLUS may be higher than the index closing value on the valuation date, the payment at maturity will be
based solely on the index closing value on the valuation date.

Investing in the Trigger PLUS is not equivalent to investing in the underlying index. Investing in the Trigger
PLUS is not equivalent to investing in the underlying index or its component stocks. As an investor in the Trigger PLUS, you
will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that
constitute the underlying index.

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 T rigge r
PLU S in t he origina l issue pric e re duc e t he

April 2020
Page 5
Morgan Stanley Finance LLC

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Trigger PLUS Based on the Value of the S&P 500® Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

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 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 6 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 index, 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.

Adjustments to the underlying index could adversely affect the value of the Trigger PLUS. The underlying
index publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological
changes that could change the value of the underlying index. The underlying index publisher may discontinue or suspend
calculation or publication of the 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 is not precluded from
considering indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent
determines that there is no appropriate successor index, the payment at maturity on the Trigger PLUS will be an amount based
on the closing prices at maturity of the securities composing the underlying index at the time of such discontinuance, without
rebalancing or substitution, computed by the calculation agent in accordance with the formula for calculating the underlying
index last in effect prior to discontinuance of the underlying index.

The estimated value of the Trigger PLUS 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 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 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 Trigger PLUS will be influenced by many
unpredictable factors" above.

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 and, if it once chooses to make a
market, may cease doing so at 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 Trigger PLUS, 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 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. Since other broker-
dealers may not 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 to cease making 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 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 T rigge r PLU S. As calculation agent, MS & Co. will determine the initial index
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value, the trigger level and the final index value, including whether the underlying index has decreased to below the trigger
level, and will calculate the amount of cash you receive 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 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 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 PLUS--

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Principal at Risk Securities

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.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger
PLU S. One or more of our affiliates and/or third-party dealers expect 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 index as well as in other instruments related to the underlying index. 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. Some of our affiliates also trade the stocks
that constitute the underlying index and other financial instruments related to the underlying index 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 increase the initial index value, and, therefore, could increase the trigger level, which is the level at or above which
the 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. 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 the underlying index on the valuation date is below the trigger level,
and, therefore, whether an investor would receive significantly less than the stated principal amount of the Trigger PLUS at
maturity.

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. 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 PLUS). 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
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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.

April 2020
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Trigger PLUS Based on the Value of the S&P 500® Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies 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 April 17, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,874.56
5 2 We e k s Ago:
2,900.45
5 2 We e k H igh (on
3,386.15
2 /1 9 /2 0 2 0 ):
5 2 We e k Low (on
2,237.40
3 /2 3 /2 0 2 0 ):

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2015 through April 17, 2020. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on
April 17, 2020 was 2,874.56. We obtained the information in the table and graph below from Bloomberg Financial Markets, without
independent verification. The underlying index has at times experienced periods of high volatility. You should not take the historical
values of the underlying index as an indication of its future performance, and no assurance can be given as to the index closing
value of the underlying index on the valuation date.

S& P 5 0 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o April 1 7 , 2 0 2 0
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April 2020
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Trigger PLUS Based on the Value of the S&P 500® Index due May 5, 2026
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Principal at Risk Securities

S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
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
2,925.51
2,351.10
2,506.85
2 0 1 9

First Quarter
2,854.88
2,447.89
2,834.40
Second Quarter
2,954.18
2,744.45
2,941.76
Third Quarter
3,025.86
2,840.60
2,976.74
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