Obbligazione Morgan Stanley Financial 0% ( US61770FN691 ) in USD

Morgan Stanley Financial

100 USD ⇌

Stati Uniti

US61770FN691 ( in USD )

27/04/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61770FN691 in USD 0%, scaduta

1 000 USD

2 427 000 USD

61770FN69

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 US61770FN691, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/04/2022

424B2 1 dp126540_424b2-ps3903.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Digital Index-Linked Notes due

$2,427,000

$315.02
2022

PROSPECTUS Dated November 16, 2017
Pricing Supplement No. 3,903 to
PRODUCT SUPPLEMENT Dated November 16, 2017
Registration Statement Nos. 333-221595; 333-221595-01
INDEX SUPPLEMENT Dated November 16, 2017
Dated April 20, 2020

Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in International Equities

$ 2 ,4 2 7 ,0 0 0
Buffe re d Digit a l EU RO ST OX X 5 0 ® I nde x -Link e d N ot e s due April 2 7 , 2 0 2 2
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

T he not e s a re unse c ure d obliga t ions of M orga n St a nle y Fina nc e LLC ("M SFL") a nd a re fully a nd
unc ondit iona lly gua ra nt e e d by M orga n St a nle y. T he not e s w ill not be a r int e re st . The amount that you will be paid
on your notes on the stated maturity date (April 27, 2022, subject to postponement) is based on the performance of the EURO
STOXX 50® Index as measured from the trade date (April 20, 2020) to and including the determination date (April 25, 2022,
subject to postponement). If the final underlier level on the determination date is greater than or equal to 85.00% of the initial
underlier level, you will receive an amount equal to the maximum settlement amount ($1,150.00 for each $1,000 face amount of
your notes). H ow e ve r, if t he unde rlie r de c line s by m ore t ha n 1 5 .0 0 % from t he init ia l unde rlie r le ve l, t he re t urn
on your not e s w ill be ne ga t ive . Y ou c ould lose your e nt ire inve st m e nt in t he not e s. The notes 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 not e 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.

To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the
final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will
receive an amount in cash equal to:

?
if the underlier return is greater than or equal to -15.00% (the final underlier level is greater than or equal to 85.00% of the
initial underlier level), the maximum settlement amount of $1,150.00 per note, or 115.00% of the face amount; or

?
if the underlier return is less than -15.00% (the final underlier level is less than 85.00% of the initial underlier level), the sum of
(i) $1,000 plus (ii) the product of (a) $1,000 times (b) approximately 1.1765 times (c) the sum of the underlier return plus
15.00%.

Under these circumstances, you will lose some or all of your investment.

You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.

The estimated value on the trade date is $978.30 per note. See "Estimated Value" on page 2.

Agent's
Price to public(1)
commissions(1)
Proceeds to us(2)
Per note
$1,000
$0
$1,000
Total
$2,427,000
$0
$2,427,000

(1) Morgan Stanley & Co. LLC ("MS & Co.") will sell all of the notes that it purchases from us to an unaffiliated dealer at the original
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issue price of 100.00%, or $1,000 per face amount of notes. Such dealer will sell the notes to investors at the same price without a
discount or commission. Investors that purchase and hold the notes in fee-based accounts may be charged fees based on the
amount of assets held in those accounts, including the notes. For more information see "Additional Information About the Notes--
Supplemental information regarding plan of distribution; conflicts of interest."

(2) See "Additional Information About the Notes--Use of proceeds and hedging" beginning on page 19.

T he not e 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 1 0 .

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 not e 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 not e 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 "Fina l T e rm s" on
pa ge 3 a nd "Addit iona l I nform a t ion About t he N ot e s" on pa ge 1 9 .

MORGAN STANLEY

About Y our Prospe c t us

The notes are notes issued as part of MSFL's Series A Global Medium-Term Notes program. This prospectus includes this
pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the
documents listed below and should be read in conjunction with such documents:

? Prospectus dated November 16, 2017
? Product Supplement dated November 16, 2017
? Index Supplement dated November 16, 2017

The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.

EST I M AT ED V ALU E

The Original Issue Price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging
the notes, which are borne by you, and, consequently, the estimated value of the notes on the Trade Date is less than $1,000. We
estimate that the value of each note on the Trade Date is $978.30.

What goes into the estimated value on the Trade Date?

In valuing the notes on the Trade Date, we take into account that the notes comprise both a debt component and a performance-
based component linked to the Underlier. The estimated value of the notes is determined using our own pricing and valuation
models, market inputs and assumptions relating to the Underlier, instruments based on the Underlier, 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 notes?

In determining the economic terms of the notes, including the Maximum Settlement Amount and the Threshold Amount, 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
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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 notes would be more favorable to you.

What is the relationship between the estimated value on the Trade Date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to the Underlier, may vary from, and be lower than, the estimated value on the Trade 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 notes are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent
that MS & Co. may buy or sell the notes in the secondary market, absent changes in market conditions, including those related to
the Underlier, 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 notes, and, if it once chooses to make a market, may cease doing so
at any time.

2

SU M M ARY I N FORM AT I ON

The Buffered Digital EURO STOXX 50® Index-Linked Notes, which we refer to as the notes, are unsecured obligations of MSFL
and are fully and unconditionally guaranteed by Morgan Stanley. The notes will pay no interest, do not guarantee any return of
principal at maturity and have the terms described in the accompanying product supplement, index supplement and prospectus,
as supplemented or modified by this document. The notes are notes issued as part of MSFL's Series A Global Medium-Term
Notes program.

References to "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context
requires.

Fina l T e rm s

Capitalized terms used but not defined herein have the meanings assigned to them in the accompanying product supplement and
prospectus. All references to "Buffer Rate," "Cash Settlement Amount," "Closing Level," "Determination Date," "Face Amount," "Final
Underlier Level," "Initial Underlier Level," "Original Issue Price," "Stated Maturity Date," "Threshold Amount," "Trade Date,"
"Underlier" and "Underlier Return" herein shall be deemed to refer to "downside factor," "payment at maturity," "index closing value,"
"valuation date," "stated principal amount," "final index value," "initial index value," "issue price," "maturity date," "buffer amount,"
"pricing date," "underlying index" and "index percent change" respectively, as used in the accompanying product supplement.

If the terms described herein are inconsistent with those described in the accompanying product supplement or prospectus, the
terms described herein shall control.

I ssue r: Morgan Stanley Finance LLC

Gua ra nt or: Morgan Stanley

U nde rlie r: EURO STOXX 50® Index

U nde rlie r Publishe r: STOXX Limited

N ot e s: The accompanying product supplement refers to the notes as the "jump securities."

Spe c ifie d c urre nc y: U.S. dollars ("$")

Fa c e Am ount : Each note will have a Face Amount of $1,000; $2,427,000 in the aggregate for all the notes; the aggregate Face
Amount of notes may be increased if the Issuer, at its sole option, decides to sell an additional amount of the notes on a date
subsequent to the date hereof.

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De nom ina t ions: $1,000 and integral multiples thereof

Ca sh Se t t le m e nt Am ount (on t he St a t e d M a t urit y Da t e ): For each $1,000 Face Amount of notes, we will pay you on the
Stated Maturity Date an amount in cash equal to:

· if the Final Underlier Level is greater than or equal to the Threshold Level, the Maximum Settlement Amount; or

· if the Final Underlier Level is less than the Threshold Level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the
Buffer Rate times (c) the sum of the Underlier Return and the Threshold Amount.

You will lose some or all of your investment at maturity if the Final Underlier Level is less than the Threshold Level.
Notwithstanding anything to the contrary in the accompanying product supplement, you will receive the Maximum Settlement
Amount if the Final Underlier Level is greater than or equal to the Threshold Level. Any payment of the Cash Settlement
Amount is subject to the credit risk of Morgan Stanley.

I nit ia l U nde rlie r Le ve l: 2,909.50

3

Fina l U nde rlie r Le ve l: The Closing Level of the Underlier on the Determination Date, except in the limited circumstances
described under "Description of Securities--Postponement of Valuation Date(s)" on page S-47 of the accompanying product
supplement, and subject to adjustment as provided under "Description of Securities--Discontinuance of Any Underlying Index or
Basket Index; Alteration of Method of Calculation" on page S-50 of the accompanying product supplement.

U nde rlie r Re t urn: The quotient of (i) the Final Underlier Level minus the Initial Underlier Level divided by (ii) the Initial Underlier
Level, expressed as a percentage

M a x im um Se t t le m e nt Am ount : $1,150.00 for each $1,000 Face Amount of notes (which is comprised of the $1,000 Face
Amount plus an upside payment of $150.00)

T hre shold Le ve l: 2,473.075, which is 85.00% of the Initial Underlier Level

T hre shold Am ount : 15.00%

Buffe r Ra t e : The quotient of the Initial Underlier Level divided by the Threshold Level, which equals approximately 117.65%

T ra de Da t e : April 20, 2020

Origina l I ssue Da t e (Se t t le m e nt Da t e ): April 27, 2020 (5 Business Days after the Trade Date)

De t e rm ina t ion Da t e : April 25, 2022, subject to postponement as described in the accompanying product supplement on page
S-47 under "Description of Securities--Postponement of Valuation Date(s)."

St a t e d M a t urit y Da t e : April 27, 2022 (2 Business Days after the Determination Date), subject to postponement as described
below.

Post pone m e nt of St a t e d M a t urit y Da t e : If the scheduled Determination Date is not a Trading Day or if a market disruption
event occurs on that day so that the Determination Date as postponed falls less than two Business Days prior to the scheduled
Stated Maturity Date, the Stated Maturity Date of the notes will be postponed to the second Business Day following that
Determination Date as postponed.

Closing Le ve l: As described under "Description of Securities--Some Definitions--index closing value" on page S-37 of the
accompanying product supplement.

Busine ss Da y: As described under "Description of Securities--Some Definitions--business day" on page S-36 of the
accompanying product supplement

T ra ding Da y: Notwithstanding the definition of "index business day" on page S-37 of the accompanying product supplement,
Trading Day means a day on which the Underlier is calculated and published by the Underlier Publisher, regardless of whether one
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or more of the principal securities markets for the stocks composing the Underlier are closed on that day.

M a rk e t disrupt ion e ve nt : The following replaces in its entirety the section entitled "Description of Securities--Some Definitions
--market disruption event" on page S-37 of the accompanying product supplement:

"Market disruption event" means, with respect to the Underlier:

(i) the occurrence or existence of:

(a)
a suspension, absence or material limitation of trading of securities then constituting 20 percent or more, by weight,
of the Underlier (or the successor index) on the relevant exchanges for such securities for more than two hours of
trading or during the one-half hour period preceding the close of the principal trading session on such relevant
exchange, or

(b)
a breakdown or failure in the price and trade reporting systems of any relevant exchange as a result of which the
reported trading prices for securities then constituting 20 percent or more, by weight, of the Underlier (or the
successor index), or futures or options contracts, if available, relating to the Underlier (or the successor index) or
the securities then constituting 20 percent or more, by weight, of the Underlier during the last one-half hour
preceding the close of the principal trading session on such relevant exchange are materially inaccurate, or

4

(c)
the suspension, material limitation or absence of trading on any major U.S. securities market for trading in futures
or options contracts or exchange-traded funds related to the Underlier (or the successor index), or in futures or
options contracts, if available, relating to securities then constituting 20 percent or more, by weight, of the Underlier
(or the successor index) for more than two hours of trading or during the one-half hour period preceding the close
of the principal trading session on such market,

in each case as determined by the calculation agent in its sole discretion; and

(ii) a determination by the calculation agent in its sole discretion that any event described in clause (i) above materially interfered
with our ability or the ability of any of our affiliates to unwind or adjust all or a material portion of the hedge position with respect to
the notes.

For the purpose of determining whether a market disruption event exists at any time, if trading in a security included in the
Underlier is suspended, absent or materially limited at that time, then the relevant percentage contribution of that security to the
value of the Underlier shall be based on a comparison of (x) the portion of the value of the Underlier attributable to that security
relative to (y) the overall value of the Underlier, in each case immediately before that suspension or limitation.

For the purpose of determining whether a market disruption event has occurred: (1) a limitation on the hours or number of days of
trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the
relevant exchange or market, (2) a decision to permanently discontinue trading in the relevant futures or options contract or
exchange-traded fund will not constitute a market disruption event, (3) a suspension of trading in futures or options contracts or
exchange-traded funds on the Underlier, or futures or options contracts, if available, relating to securities then constituting 20
percent or more, by weight, of the Underlier, by the primary securities market trading in such contracts or funds by reason of (a) a
price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or
funds, or (c) a disparity in bid and ask quotes relating to such contracts or funds will constitute a suspension, absence or material
limitation of trading in futures or options contracts or exchange-traded funds related to the Underlier and (4) a "suspension, absence
or material limitation of trading" on any relevant exchange or on the primary market on which futures or options contracts or
exchange-traded funds related to the Underlier are traded will not include any time when such securities market is itself closed for
trading under ordinary circumstances.

I ssue r N ot ic e T o Re gist e re d Se c urit y H olde rs, t he T rust e e a nd t he De posit a ry: In the event that the Stated
Maturity Date is postponed due to postponement of the Determination Date, the Issuer shall give notice of such postponement and,
once it has been determined, of the date to which the Stated Maturity Date has been rescheduled (i) to each registered holder of
the notes by mailing notice of such postponement by first class mail, postage prepaid, to such registered holder's last address as it
shall appear upon the registry books, (ii) to the Trustee by facsimile confirmed by mailing such notice to the Trustee by first class
mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the "depositary") by telephone or facsimile,
confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a registered
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holder of the notes in the manner herein provided shall be conclusively presumed to have been duly given to such registered
holder, whether or not such registered holder receives the notice. The Issuer shall give such notice as promptly as possible, and in
no case later than (i) with respect to notice of postponement of the Stated Maturity Date, the Business Day immediately preceding
the scheduled Stated Maturity Date and (ii) with respect to notice of the date to which the Stated Maturity Date has been
rescheduled, the Business Day immediately following the actual Determination Date for determining the Final Underlier Level.

The Issuer shall, or shall cause the Calculation Agent to, (i) provide written notice to the Trustee and to the depositary of the
amount of cash, if any, to be delivered with respect to each Face Amount of notes, on or prior to 10:30 a.m. (New York City time)
on the Business Day preceding the Stated Maturity Date, and (ii) deliver the aggregate cash amount due with respect to the notes,
if any, to the Trustee for delivery to the depositary, as holder of the notes, on the Stated Maturity Date.

T rust e e : The Bank of New York Mellon

Ca lc ula t ion Age nt : MS & Co.

5

CU SI P no.: 61770FN69

I SI N : US61770FN691

6

H Y POT H ET I CAL EX AM PLES

The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction
of future investment results and are intended merely to illustrate the impact that the various hypothetical Closing Levels of the
Underlier on the Determination Date could have on the Cash Settlement Amount.

The examples below are based on a range of Final Underlier Levels that are entirely hypothetical; no one can predict what the level
of the Underlier will be on any day during the term of the notes, and no one can predict what the Final Underlier Level will be on
the Determination Date. The Underlier has at times experienced periods of high volatility -- meaning that the level of the Underlier
has changed considerably in relatively short periods -- and its performance cannot be predicted for any future period.

The information in the following examples reflects hypothetical rates of return on the notes assuming that they are purchased on
the Original Issue Date at the Face Amount and held to the Stated Maturity Date. The value of the notes at any time after the
Trade Date will vary based on many economic and market factors, including interest rates, the volatility of the Underlier, our
creditworthiness and changes in market conditions, and cannot be predicted with accuracy. Any sale prior to the Stated Maturity
Date could result in a substantial loss to you.

K e y T e rm s a nd Assum pt ions

Fa c e Am ount :
$1,000
M a x im um Se t t le m e nt Am ount :
$1,150.00 per $1,000 Face Amount of notes (115.000% of the Face
Amount)
M inim um Ca sh Se t t le m e nt Am ount :
None
T hre shold Le ve l:
85.00% of the Initial Underlier Level
Buffe r Ra t e :
Approximately 117.65%
T hre shold Am ount :
15.00%
· Neither a market disruption event nor a non-Trading Day occurs on the Determination Date.
· No discontinuation of the Underlier or alteration of the method by which the Underlier is calculated.
· Notes purchased on the Original Issue Date at the Face Amount and held to the Stated Maturity Date.

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The actual performance of the Underlier over the term of the notes, as well as the Cash Settlement Amount, if any, may bear little
relation to the hypothetical examples shown below or to the historical levels of the Underlier shown elsewhere in this document. For
information about the historical levels of the Underlier during recent periods, see "The Underlier" below.

The levels in the left column of the table below represent hypothetical Final Underlier Levels and are expressed as percentages of
the Initial Underlier Level. The amounts in the right column represent the hypothetical Cash Settlement Amount, based on the
corresponding hypothetical Final Underlier Level (expressed as a percentage of the Initial Underlier Level), and are expressed as
percentages of the Face Amount of notes (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical Cash
Settlement Amount of 100% means that the value of the cash payment that we would deliver for each $1,000 Face Amount of
notes on the Stated Maturity Date would equal 100% of the Face Amount of notes, based on the corresponding hypothetical Final
Underlier Level (expressed as a percentage of the Initial Underlier Level) and the assumptions noted above. The numbers
appearing in the table and chart below may have been rounded for ease of analysis.

7

H ypot he t ic a l Fina l U nde rlie r Le ve l
H ypot he t ic a l Ca sh Se t t le m e nt Am ount
(a s Pe rc e nt a ge of I nit ia l U nde rlie r Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )
200.000%
115.000%
175.000%
115.000%
150.000%
115.000%
125.000%
115.000%
120.000%
115.000%
115.000%
115.000%
110.000%
115.000%
105.500%
115.000%
100.000%
115.000%
95.000%
115.000%
90.000%
115.000%
8 5 .0 0 0 %
1 1 5 .0 0 0 %
80.000%
94.118%
75.000%
88.235%
50.000%
58.824%
25.000%
29.412%
0 .0 0 0 %
0 .0 0 0 %

If, for example, the Final Underlier Level were determined to be 25.000% of the Initial Underlier Level, the Cash Settlement Amount
would be approximately 29.412% of the Face Amount of notes, as shown in the table above. As a result, if you purchased your
notes on the Original Issue Date at the Face Amount and held them to the Stated Maturity Date, you would lose approximately
70.588% of your investment. If you purchased your notes at a premium to the Face Amount, you would lose a correspondingly
higher percentage of your investment.

If the Final Underlier Level were determined to be 150.000% of the Initial Underlier Level, the Cash Settlement Amount would be
capped at the Maximum Settlement Amount (expressed as a percentage of the Face Amount), or 115.000% of each $1,000 Face
Amount of notes, as shown in the table above. As a result, if you purchased the notes on the Original Issue Date at the Face
Amount and held them to the Stated Maturity Date, you would not benefit from any increase in the Final Underlier Level above
85.000% of the Initial Underlier Level.

8

Pa yoff Dia gra m

The following chart shows a graphical illustration of the hypothetical Cash Settlement Amount (expressed as a percentage of the
Face Amount of notes), if the Final Underlier Level (expressed as a percentage of the Initial Underlier Level) were any of the
hypothetical levels shown on the horizontal axis. The chart shows that any hypothetical Final Underlier Level (expressed as a
percentage of the Initial Underlier Level) of less than the Threshold Level of 85.00% (the section left of the 85.00% marker on the
horizontal axis) would result in a hypothetical Cash Settlement Amount of less than 100% of the Face Amount of notes (the section
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below the 100% marker on the vertical axis), and, accordingly, in a loss of principal to the holder of the notes. The chart also
shows that any hypothetical Final Underlier Level (expressed as a percentage of the Initial Underlier Level) of greater than or equal
to 85.00% (the section right of the 85.00% marker on the horizontal axis) would result in a capped return on your investment and a
Cash Settlement Amount equal to the Maximum Settlement Amount.

9

RI SK FACT ORS

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

T he N ot e s Do N ot Pa y I nt e re st Or Gua ra nt e e T he Re t urn Of Any Of Y our Princ ipa l

The terms of the notes differ from those of ordinary debt securities in that the notes do not pay interest and do not guarantee any
return of principal at maturity. If the Final Underlier Level has declined by an amount greater than the Threshold Amount of 15.00%
from the Initial Underlier Level, you will receive for each note that you hold a Cash Settlement Amount that is less than the Face
Amount of each note by an amount proportionate to the decline in the level of the Underlier below the Threshold Level of 85.00%
of the Initial Underlier Level times the Buffer Rate of approximately 117.65%. As there is no minimum Cash Settlement Amount on
the notes, you could lose your entire initial investment.

Also, the market price of your notes prior to the Stated Maturity Date may be significantly lower than the purchase price you pay
for your notes. Consequently, if you sell your notes before the Stated Maturity Date, you may receive significantly less than the
amount of your investment in the notes.
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T he Appre c ia t ion Pot e nt ia l Of T he N ot e s I s Lim it e d By T he M a x im um Se t t le m e nt Am ount

The appreciation potential of the notes is limited by the Maximum Settlement Amount of $1,150.00 per note, or 115.00% of the
Face Amount. Because the Cash Settlement Amount will be limited to 115.00% of the Face Amount for the notes, any increase in
the Final Underlier Level over the Threshold Level will not increase the return on the notes, even if the Final Underlier Level is
significantly greater than the Initial Underlier Level.

T he N ot e s Are Link e d T o T he EU RO ST OX X 5 0 ® I nde x And Are Subje c t T o Risk s Assoc ia t e d Wit h
I nve st m e nt s I n Se c urit ie s Link e d T o T he V a lue Of Fore ign Equit y Se c urit ie s

As the EURO STOXX 50® Index is the Underlier, the notes are linked to the value of foreign equity securities. Investments in
securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries,
including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in
certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies
that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign companies
are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S.
reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social
factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange
laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in
trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such
countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.

I f Y ou Purc ha se Y our N ot e s At A Pre m ium T o T he Fa c e Am ount , T he Re t urn On Y our I nve st m e nt Will Be
Low e r T ha n T he Re t urn On N ot e s Purc ha se d At T he Fa c e Am ount , And T he I m pa c t Of Ce rt a in K e y T e rm s Of
T he N ot e s Will Be N e ga t ive ly Affe c t e d

The Cash Settlement Amount will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price
that differs from the Face Amount of notes, then the return on your investment in such notes held to the Stated Maturity Date will
differ from, and may be substantially less than, the return on notes purchased at the Face Amount. If you purchase your notes at a
premium to the Face Amount and hold them to the Stated Maturity Date, the return on your investment in the notes will be lower
than it would have been had you purchased the notes at the Face Amount or at a discount to the

10

Face Amount. In addition, the impact of the Threshold Level and the Maximum Settlement Amount on the return on your
investment will depend upon the price you pay for your notes relative to the Face Amount. For example, if you purchase your notes
at a premium to the Face Amount, the Threshold Level will not offer the same measure of protection to your investment as would
have been the case for notes purchased at the Face Amount or at a discount to the Face Amount. Additionally, the Cash
Settlement Amount will be limited to the Maximum Settlement Amount, which would represent a lower percentage return relative to
your initial investment than it would have been had you purchased the notes at the Face Amount.

T he U nde rlie r Re fle c t s T he Pric e Re t urn Of T he St oc k s Com posing T he U nde rlie r, N ot A T ot a l Re t urn

The return on the notes is based on the performance of the Underlier, which reflects the changes in the market prices of the stocks
composing the Underlier. It is not, however, linked to a "total return" version of the Underlier, which, in addition to reflecting those
price returns, would also reflect all dividends and other distributions paid on the stocks composing the Underlier. The return on the
notes will not include such a total return feature.

T he M a rk e t Pric e Will Be I nflue nc e d By M a ny U npre dic t a ble Fa c t ors

Several factors, many of which are beyond our control, will influence the value of the notes in the secondary market and the price
at which MS & Co. may be willing to purchase or sell the notes in the secondary market, including: the level of the Underlier,
volatility (frequency and magnitude of changes in value) of the Underlier and dividend yield of the Underlier, interest and yield rates,
time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the
Underlier or equities markets generally and which may affect the Final Underlier Level of the Underlier and any actual or anticipated
changes in our credit ratings or credit spreads. The level of the Underlier may be, and has been, volatile, and we can give you no
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assurance that the volatility will lessen. See "The Underlier" below. You may receive less, and possibly significantly less, than the
Face Amount per note if you try to sell your notes prior to maturity.

T he N ot e s Are Subje c t T o Our Cre dit Risk , And Any Ac t ua l Or Ant ic ipa t e d Cha nge s T o Our Cre dit Ra t ings Or
Cre dit Spre a ds M a y Adve rse ly Affe c t T he M a rk e t V a lue Of T he N ot e s

You are dependent on our ability to pay all amounts due on the notes at maturity, and therefore you are subject to our credit risk. If
we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your investment.
As a result, the market value of the notes 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 notes.

As A Fina nc e Subsidia ry, M SFL H a s N o I nde pe nde nt Ope ra t ions And Will H a ve N o I nde pe nde nt Asse t s

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 the notes if they make claims in respect of such notes 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 the notes should accordingly assume that in any such proceedings they could 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.

T he Am ount Pa ya ble On T he N ot e s I s N ot Link e d T o T he Le ve l Of T he U nde rlie r At Any T im e Ot he r T ha n T he
De t e rm ina t ion Da t e

The Final Underlier Level will be based on the Closing Level on the Determination Date, subject to adjustment for non-Trading
Days and certain market disruption events. Even if the level of the Underlier appreciates prior to the Determination Date but then
drops by the Determination Date, the Cash Settlement Amount may be less, and may be significantly less, than it would have been
had the Cash Settlement Amount been linked to the level of the Underlier prior to such drop. Although the actual level

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of the Underlier on the Stated Maturity Date or at other times during the term of the notes may be higher than the Final Underlier
Level, the Cash Settlement Amount will be based solely on the Closing Level on the Determination Date.

I nve st ing I n T he N ot e s I s N ot Equiva le nt T o I nve st ing I n T he U nde rlie r

Investing in the notes is not equivalent to investing in the Underlier or its component stocks. Investors in the notes will not have
voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the
Underlier.

Adjust m e nt s T o T he U nde rlie r Could Adve rse ly Affe c t T he V a lue Of T he N ot e s

The publisher of the Underlier may add, delete or substitute the stocks constituting the Underlier or make other methodological
changes that could change the level of the Underlier. The publisher of the Underlier may discontinue or suspend calculation or
publication of the Underlier 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 Underlier and is permitted to consider 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 Cash Settlement Amount on the notes will be an amount based on the closing prices at maturity of the securities
composing the Underlier at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent
in accordance with the formula for calculating the Underlier last in effect prior to discontinuance of the Underlier.

T he Ra t e We Are Willing T o Pa y For Se c urit ie s Of T his T ype , M a t urit y And I ssua nc e Size I s Lik e ly T o Be
Low e r T ha n T he Ra t e I m plie d By Our Se c onda ry M a rk e t Cre dit Spre a ds And Adva nt a ge ous T o U s. Bot h T he
Low e r Ra t e And T he I nc lusion Of Cost s Assoc ia t e d Wit h I ssuing, Se lling, St ruc t uring And H e dging T he
N ot e s I n T he Origina l I ssue Pric e Re duc e T he Ec onom ic T e rm s Of T he N ot e s, Ca use T he Est im a t e d V a lue Of
T he N ot e s T o Be Le ss T ha n T he Origina l I ssue Pric e And Will Adve rse ly Affe c t Se c onda ry M a rk e t Pric e s

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