Obbligazione Morgan Stanley Financial 0% ( US61770FWH53 ) in USD

Morgan Stanley Financial

100 USD ▼

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US61770FWH53 ( in USD )

01/04/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61770FWH53 in USD 0%, scaduta

1 000 USD

7 351 000 USD

61770FWH5

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 US61770FWH53, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/04/2024

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FWH53, was rated NR by Moody's credit rating agency.

424B2 1 dp124901_424b2-ps3694.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 Performance Leveraged

$7,351,000

$954.16
Upside Securities due 2024

M a rc h 2 0 2 0
Pricing Supplement No. 3,694
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 26, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Trigger PLUS Based on the Value of the Worst Performing of the S&P 500® Index
and the Dow Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Dual Directional Trigger PLUS, or "Trigger PLUS," are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are
fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of
principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and
prospectus, as supplemented or modified by this document. The payment at maturity on the Trigger PLUS will be based on the
value of the worst performing of the S&P 500® Index and the 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 leveraged 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
an unleveraged positive return based on the absolute value of the performance of the worst performing underlying index, which will
be effectively limited to a 20% 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% of the
stated principal amount for every 1% of decline in the worst performing underlying index, without any buffer. Because the payment
at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in e it he r underlying index
beyond its respective trigger level will result in a significant loss of your investment even if the other underlying index has
appreciated or has not declined as much. The Trigger PLUS are for investors who seek an equity index-based return and who are
willing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current income in exchange
for the leverage and absolute return features that in each case apply to a limited range of performance of the worst performing
underlying index. The Trigger PLUS are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
The Trigger PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Trigger PLUS
offer the potential for a positive return at maturity if the worst performing underlying index depreciates by no more than 20%. The
Trigger PLUS are not the Buffered PLUS described in the accompanying product supplement for PLUS. Unlike the Buffered
PLUS, the Trigger PLUS do not provide any protection if the worst performing underlying index depreciates by more than 20%.
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 :
April 1, 2024
U nde rlying indic e s:
S&P 500® Index (the "SPX Index") and the Dow Jones Industrial AverageSM (the "INDU Index")
Aggre ga t e princ ipa l
$7,351,000
a m ount :
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,
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$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying
index)
If the final index value of e it he r unde rlying inde x is less than or equal to its respective initial
index value but the final index value of e a c h unde rlying inde x is greater than or equal to its
respective trigger level,
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)
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 at least 20%, and possibly all, of your investment.
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
Worst pe rform ing
The underlying index with the lesser index percent change
unde rlying inde x :
I nde x pe rform a nc e
With respect to each underlying index, final index value / initial index value
fa c t or:
The absolute value of the index percent change. For example, a -5% index percent change will
Absolut e inde x re t urn:
result in a +5% absolute index return.
I nit ia l inde x va lue :
With respect to the SPX Index, 2,630.07, which is the index closing value of such index on the
pricing date
With respect to the INDU Index, 22,552.17, 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 :
March 26, 2024, subject to adjustment for non-index business days and certain market
disruption events
Le ve ra ge fa c t or:
220%
T rigge r le ve l:
With respect to the SPX Index, 2,104.056, which is 80% of the initial index value of such index
With respect to the INDU Index, 18,041.736, which is 80% of the initial index value of such
index
St a t e d princ ipa l a m ount :
$1,000 per Trigger PLUS
I ssue pric e :
$1,000 per Trigger PLUS
Pric ing da t e :
March 26, 2020
Origina l issue da t e :
March 31, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61770FWH5 / US61770FWH53
List ing:
The Trigger PLUS 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
$997.10 per Trigger PLUS. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
pric e :
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r T rigge r
$7.50
$992.50
$1,000
PLU S
T ot a l
$7,351,000
$55,132.50
$7,295,867.50
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$7.50 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) See "Use of proceeds and hedging" on page 17.
T he T rigge r PLU S involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 7 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
T he T rigge r PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit
I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or
gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
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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 .
Re fe re nc e s t o "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 ,
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
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 PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

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

Princ ipa l a t Risk Se c urit ie s

The Dual Directional Trigger PLUS Based on the Value of the Worst Performing of the S&P 500® Index and the Dow Jones
Industrial AverageSM due April 1, 2024 (the "Trigger PLUS") can be used:

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

To potentially outperform the worst performing of the S&P 500® Index and the Dow Jones Industrial AverageSM

To obtain an unleveraged positive return for a limited range of negative 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 its respective trigger level, investors will be negatively exposed to
the full amount of the percent decline in the worst performing underlying index and will lose 1% of the stated principal amount for
every 1% of decline in the worst performing underlying index, without any buffer.

M a t urit y:
Approximately 4 years
Le ve ra ge fa c t or:
220%
M inim um pa ym e nt a t m a t urit y:
None. Investors may lose all their entire initial investment in the Trigger PLUS.
T rigge r le ve l:
With respect to each underlying index, 80% of the initial index value of such index
Coupon:
None
List ing:
The Trigger PLUS will not be listed on any securities exchange

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on the pricing
date is less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date is $997.10.

What goes into the estimated value on the pricing date?

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

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

What is the relationship between the estimated value on the pricing date and the secondary market price of the Trigger PLUS?

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 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 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 Trigger PLUS, and, if it once chooses to make a market, may cease
doing so at any time.

March 2020
Page 2
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The Trigger PLUS 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 leveraged 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 an unleveraged positive return based on the
absolute value of the performance of the worst performing underlying index, which will be effectively limited to a 20%
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% of the stated principal amount for every 1% of decline in the worst performing underlying index,
without any buffer. 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. All pa ym e nt s on t he
T rigge r PLU S a re subje c t t o our c re dit risk .

Le ve ra ge d
The Trigger PLUS offer investors an opportunity to receive 220% of the positive return of the worst
Pe rform a nc e
performing of the underlying indices if bot h underlying indices have appreciated in value.
The Trigger PLUS enable investors to obtain an unleveraged positive return if the final index value of
Absolut e Re t urn
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
Fe a t ure
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.
U pside Sc e na rio
if Bot h
Bot h underlying indices increase in value, and, at maturity, the Trigger PLUS redeem for the stated
U nde rlying
principal amount of $1,000 plus 220% of the index percent change of the worst performing underlying
I ndic e s
index.
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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 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. In this case, you receive a 1% positive return on the Trigger PLUS for each 1% negative
Absolut e Re t urn
return on the worst performing underlying index. For example, if the final index value of the worst
Sc e na rio
performing underlying index is 10% less than its respective initial index value, the Trigger PLUS will
provide a total positive return of 10% at maturity. The maximum return you may receive in this scenario
is a positive 20% return at maturity.
The final index value of e it he r underlying index is le ss t ha n its respective trigger level.

In this case, the Trigger PLUS redeem for at least 20% less than the stated principal amount, and this
decrease will be by an amount proportionate to the full decline in the value of the worst performing
Dow nside
underlying index over the term of the Trigger PLUS. Under these circumstances, the payment at
Sc e na rio
maturity will be less than 80% of the stated principal amount per Trigger PLUS. For example, if the final
index value of the worst performing underlying index is 70% less than its initial index value, the Trigger
PLUS will be redeemed at maturity for a loss of 70% of principal at $300, or 30% of the stated principal
amount. T he re is no m inim um pa ym e nt a t m a t urit y on t he T rigge r PLU S, a nd you c ould
lose your e nt ire inve st m e nt .
Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in
e it he r underlying index beyond its respective trigger level will result in a significant loss of your investment even if the other
underlying index has appreciated or has not declined as much.

March 2020
Page 3
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

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

St a t e d princ ipa l a m ount :
$1,000 per Trigger PLUS
Le ve ra ge fa c t or:
220%
H ypot he t ic a l init ia l inde x va lue : With respect to the SPX Index: 2,800

With respect to the INDU Index: 27,000
H ypot he t ic a l t rigge r le ve l:
With respect to the SPX Index: 2,240

With respect to the INDU Index: 21,600

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: 3,080

INDU Index: 37,800
Index percent change

SPX Index: (3,080 2,800) / 2,800 = 10%
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INDU Index: (37,800 27,000) / 27,000 = 40%
Payment at maturity
=
$1,000 + ($1,000 × leverage factor × index percent change of the worst
performing underlying index)

=
$1,000 + ($1,000 × 220% × 10%)

=
$1,220

In example 1, the final index values of both the SPX Index and the 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 220% of the appreciation of the worst performing underlying index, which is the SPX Index in this
example. Investors receive $1,220 per Trigger PLUS 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: 3,920

INDU Index: 22,950
Index percent change

SPX Index: (3,920 2,800) / 2,800 = 40%
INDU Index: (22,950 27,000) / 27,000 = -15%
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 2, the final index value of the SPX Index is greater than its respective initial 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
appreciated by 40%, the INDU index has declined by 15%. 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 $1,150 per Trigger PLUS at maturity. In this example, investors receive a positive

March 2020
Page 4
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
return even though one of the underlying indices declined in value by 15%, due to the absolute return feature of the Trigger PLUS
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 init ia l inde x va lue a nd
t rigge r le ve l.

Final index value

SPX Index: 3,080

INDU Index: 13,500
Index percent change

SPX Index: (3,080 2,800) / 2,800 = 10%
INDU Index: (13,500 27,000) / 27,000 = -50%
Index performance factor

SPX Index: 3,080 / 2,800 = 110%
INDU Index: 13,500 / 27,000 = 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 value, while the final index value of the
INDU Index is less than its respective initial index value and trigger level. While the SPX Index has appreciated by 10%, the INDU
index has declined by 50%. Therefore, investors are exposed to the negative performance of the INDU Index, which is the worst
performing underlying index in this example, and receive a payment at maturity of $500. In this example, investors are exposed to
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the negative performance of the worst performing underlying index even though the other underlying index has appreciated in value
by 10%, because the final index value of each index is not greater than or equal to its respective trigger level.

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
is 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: 2,380

INDU Index: 22,680
Index percent change

SPX Index: (2,380 2,800) / 2,800 = -15%
INDU Index: (22,680 27,000) / 27,000 = -16%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)

=
$1,000 + ($1,000 × 16%)

=
$1,160

In example 4, the final index value of each underlying index is less than its respective initial index value but is greater than its
respective trigger level. The SPX index has declined by 15% while the INDU Index has declined by 16%. 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 $1,160 per Trigger PLUS at maturity.

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: 840

INDU Index: 10,800
Index percent change

SPX Index: (840 2,800) / 2,800 = -70%
INDU Index: (10,800 27,000) / 27,000 = -60%

March 2020
Page 5
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Index performance factor

SPX Index: 840 / 2,800 = 30%
INDU Index: 10,800 / 27,000 = 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 negative
performance of the SPX Index, which is the worst performing underlying index in this example, and receive a payment at maturity
of $300.

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

March 2020
Page 6
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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Princ ipa l a t Risk Se c urit ie s
Risk Factors

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

The Trigger PLUS do not pay interest or guarantee the 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 the payment of any
principal amount at maturity. 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 the payment at maturity will be an amount in cash that is at least 20%
less than the $1,000 stated principal amount of each Trigger PLUS, and this decrease will be by an amount proportionate to
the full amount of the decline in the value of the worst performing underlying index over the term of the Trigger PLUS, without
any buffer. T he re is no m inim um pa ym e nt a t m a t urit y on t he T rigge r PLU S, a nd, a c c ordingly, you c ould
lose your e nt ire init ia l inve st m e nt in t he T rigge r PLU S.

You are exposed to the price risk of both underlying indices. Your return on the Trigger PLUS it not linked to a
basket consisting of both underlying indices. Rather, it will be based upon the independent performance of each underlying
index. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversified
among all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor performance
by either underlying index over the term of the 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 respective trigger level
as of the valuation date, you will be exposed to the negative performance of the worst performing underlying index at maturity,
and 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 Trigger PLUS are linked to the performance of the w orst performing underlying index, you
a re e x pose d t o 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 T rigge r PLU S
w e re link e d t o just one unde rlying inde x . The risk that you will suffer a significant loss on your investment is greater if
you invest in the Trigger PLUS as opposed to substantially similar securities that are linked to 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 valuation date than if the Trigger PLUS were linked to only one underlying index. Therefore it is more likely that you
will suffer a significant loss on your investment.

The market price w ill be influenced by many unpredictable factors. Several factors will influence the value of
the Trigger PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Trigger
PLUS in the secondary market, including the value, volatility and dividend yield of the underlying indices, interest and yield
rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events and
any actual or anticipated changes in our credit ratings or credit spreads. The levels of the underlying indices may be, and have
recently been, extremely volatile, and we can give you no assurance that the volatility will lessen. See "S&P 500® Index
Overview" and "Dow Jones Industrial AverageSM 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 its 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.

March 2020
Page 7
Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
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Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

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

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

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

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
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 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.

March 2020
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow
Jones Industrial AverageSM due April 1, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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 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
lim it e d. 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.

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 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 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 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
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 Trigger PLUS (depending also on the performance of the other underlying
index). Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date,
could adversely affect the 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 T rigge r PLU 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 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 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 PLUS--Postponement of Valuation Date(s)," "--Alternate
Exchange Calculation in case of an Event of Default" and "--

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