Obbligazione Morgan Stanley Financial 0% ( US61770FYV20 ) in USD

Morgan Stanley Financial

100 USD ⇌

Stati Uniti

US61770FYV20 ( in USD )

30/04/2026

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61770FYV20 en USD 0%, scadenza 30/04/2026

1 000 USD

1 000 000 USD

61770FYV2

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 US61770FYV20, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2026

424B2 1 dp126994_424b2-ps3773.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Jump Securities with Auto-Callable
$1,000,000

$129.80
Feature due 2026

April 2 0 2 0
Pricing Supplement No. 3,773
Registration Statement Nos. 333-221595; 333-221595-01
Dated April 27, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
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 securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL"), fully and unconditionally guaranteed by Morgan
Stanley. The securities do not provide for the regular payment of interest, provide a minimum payment at maturity of only 20% of
the stated principal amount and have the terms described in the accompanying product supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities will be automatically redeemed if the index closing value
of e a c h of the S&P 500® Index and the Russell 2000® Index, which we refer to as the underlying indices, on any of the annual
determination dates is gre a t e r t ha n or e qua l t o its respective then-applicable redemption threshold level, for an early
redemption payment that will increase over the term of the securities, as described below. No further payments will be made on the
securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final index
value of each underlying index is gre a t e r t ha n or e qua l t o its respective initial index value, investors will receive the stated
principal amount of their investment plus a return reflecting 100% of the upside performance of the worst performing underlying
index. If the securities have not previously been redeemed and the final index value of e it he r underlying index is le ss t ha n its
respective initial index value but ne it he r underlying index has decreased by an amount greater than the specified buffer amount
from its respective initial index value, investors will receive the stated principal amount of their investment. However, if the
securities are not redeemed prior to maturity and the final index value of e it he r underlying index is le ss t ha n its respective initial
index value by an amount greater than the specified buffer amount, investors will lose 1% for every 1% decline beyond the
specified buffer amount, subject to the minimum payment at maturity of 20% of the stated principal amount. Ac c ordingly,
inve st ors m a y lose up t o 8 0 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. These long-dated securities are for
investors who are willing to forego current income in exchange for the possibility of receiving an early redemption payment if each
underlying index closes at or above the respective then-applicable redemption threshold level on an annual determination date and
the buffer feature that applies to only a limited range of performance of the underlying indices. Because all payments on the
securities are based on the worst performing of the underlying indices, a decline of more than 20% by either underlying index will
result in a loss of your investment, even if the other underlying index has appreciated or has not declined as much. The securities
are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying indic e s:
S&P 500® Index (the "SPX Index") and Russell 2000® Index (the "RTY Index")
Aggre ga t e princ ipa l
$1,000,000
a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security
Pric ing da t e :
April 27, 2020
Origina l issue da t e :
April 30, 2020 (3 business days after the pricing date)
https://www.sec.gov/Archives/edgar/data/895421/000095010320008341/dp126994_424b2-ps3773.htm[4/29/2020 12:35:57 PM]

M a t urit y da t e :
April 30, 2026
Ea rly re de m pt ion:
If, on any annual determination date prior to the final determination date, beginning on April 28, 2021,
the index closing 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 then-
applicable redemption threshold level, the securities will be automatically redeemed for the applicable
early redemption payment on the related early redemption date.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he inde x
c losing va lue of e it he r unde rlying inde x is be low it s re spe c t ive t he n-a pplic a ble
re de m pt ion t hre shold le ve l on t he re la t e d de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount in cash per stated principal amount (corresponding to
pa ym e nt :
a return of approximately 8.00% per annum) for each annual determination date, as set forth under
"Determination Dates, Early Redemption Dates and Early Redemption Payments" below.
No further payments will be made on the securities once they have been redeemed.
Re de m pt ion
1st determination date:
t hre shold le ve ls:
With respect to the SPX Index: 2,936.050, which is
approximately 102% of its initial index value
With respect to the RTY Index: 1,307.516, which is 4th determination date:
approximately 102% of its initial index value
With respect to the SPX Index: 3,108.758, which is

approximately 108% of its initial index value
2nd determination date:
With respect to the RTY Index: 1,384.428, which is
With respect to the SPX Index: 2,993.619, which is approximately 108% of its initial index value
approximately 104% of its initial index value

With respect to the RTY Index: 1,333.153, which is 5th determination date:
approximately 104% of its initial index value
With respect to the SPX Index: 3,166.328, which is

110% of its initial index value
3rd determination date:
With respect to the RTY Index: 1,410.066, which is
With respect to the SPX Index: 3,051.189, which is approximately 110% of its initial index value
approximately 106% of its initial index value
With respect to the RTY Index: 1,358.791, which is
approximately 106% of its initial index value
Pa ym e nt a t
If the securities have not previously been redeemed, you will receive at maturity a cash payment per
m a t urit y:
security as follows:
·If the final index value of each underlying index is greater than or equal to its respective initial
index value:
$1,000 + ($1,000 × index percent change of the worst performing underlying index)
·If the final index value of either underlying index is less than its respective initial index value but
ne it he r underlying index has decreased by an amount greater than the buffer amount of 20% from
its respective initial index value:
$1,000
·If the final index value of either underlying index has decreased by an amount greater than the
buffer amount of 20% from its respective initial index value:
$1,000 × (index performance factor of the worst performing underlying index + 20%)
U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n t he st a t e d
princ ipa l a m ount of $ 1 ,0 0 0 . H ow e ve r, unde r no c irc um st a nc e s w ill t he se c urit ie s
pa y le ss t ha n t he m inim um pa ym e nt a t m a t urit y of $ 2 0 0 pe r se c urit y.

Terms continued on the following page
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
$915.70 per security. See "Investment Summary" beginning on page 3.
t he pric ing da t e :
Com m issions a nd
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
issue pric e :
Pe r
$1,000
$42.50
$957.50
se c urit y
T ot a l
$1,000,000
$42,500
$957,500

(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $42.50 for each security 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.
(2) See "Use of proceeds and hedging" on page 22.
https://www.sec.gov/Archives/edgar/data/895421/000095010320008341/dp126994_424b2-ps3773.htm[4/29/2020 12:35:57 PM]

T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 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 se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
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 Aut o -Ca lla ble Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d
N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
De t e rm ina t ion da t e s:
Annually. See "Determination Dates, Early Redemption Dates and Early Redemption Payments" below.
The determination dates are subject to postponement for non-index business days and certain market
disruption events.
Ea rly re de m pt ion
See "Determination Dates, Early Redemption Dates and Early Redemption Payments" below. If any
da t e s:
such day is not a business day, the early redemption payment, if payable, will be paid on the next
business day, and no adjustment will be made to the early redemption payment.
Buffe r a m ount :
With respect to each underlying index, 20%. As a result of the buffer amount of 20%, the value at or
above which each underlying index must close on the final determination date so that investors do not
suffer a loss on their initial investment in the securities is as follows:
With respect to the SPX Index, 2,302.784, which is 80% of its initial index value
With respect to the RTY Index, 1,025.502, which is approximately 80% of its initial index value
M inim um pa ym e nt a t
$200 per security (20% of the stated principal amount)
m a t urit y:
I nit ia l inde x va lue :
With respect to the SPX Index, 2,878.48, which is its index closing value on the pricing date
With respect to the RTY Index, 1,281.878, which is its index closing value on the pricing date
Fina l inde x va lue :
With respect to each underlying index, the respective index closing value on the final determination
date
Worst pe rform ing
The underlying index with the lesser index percent change
unde rlying inde x :
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
I nde x pe rform a nc e
With respect to each underlying index, the final index value divided by the initial index value
fa c t or:
CU SI P / I SI N :
61770FYV2 / US61770FYV20
List ing:
The securities will not be listed on any securities exchange.

Determination Dates, Early Redemption Dates and Early Redemption Payments

De t e rm ina t ion Da t e s
Ea rly Re de m pt ion Da t e s
Ea rly Re de m pt ion Pa ym e nt s (pe r
$ 1 ,0 0 0 Se c urit y)
https://www.sec.gov/Archives/edgar/data/895421/000095010320008341/dp126994_424b2-ps3773.htm[4/29/2020 12:35:57 PM]

1st determination 4/28/2021 1st early redemption date:
5/5/2021
date:
$1,080.00
2nd determination 4/27/2022 2nd early redemption date:
5/2/2022
date:
$1,160.00
3rd determination 4/27/2023 3rd early redemption date:
5/2/2023
date:
$1,240.00
4th determination 4/29/2024 4th early redemption date:
5/2/2024
date:
$1,320.00
5th determination 4/28/2025 5th early redemption date:
5/1/2025
date:
$1,400.00
Final determination
See "Payment at maturity" above.
4/27/2026
See "Maturity date" above.
date:

April 2020
Page 2
Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Buffe re d J um p Se c urit ie s w it h Aut o -Ca lla ble Fe a t ure
Princ ipa l a t Risk Se c urit ie s

The Buffered Jump Securities with Auto-Callable Feature due April 30, 2026 All Payments on the Securities Based on the Worst
Performing of the S&P 500® Index and the Russell 2000® Index (the "securities") do not provide for the regular payment of
interest. Instead, the securities will be automatically redeemed if the index closing value of e a c h of the S&P 500® Index and the
Russell 2000® Index on any of the annual determination dates is gre a t e r t ha n or e qua l t o its respective then-applicable
redemption threshold level, for an early redemption payment that will increase over the term of the securities, as described below.
No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not
previously been redeemed and the final index value of each underlying index is gre a t e r t ha n or e qua l t o its respective initial
index value, investors will receive the stated principal amount of their investment plus a return reflecting 100% of the upside
performance of the worst performing underlying index. If the securities have not previously been redeemed and the final index
value of e it he r underlying index is le ss t ha n its respective initial index value but ne it he r underlying index has decreased by an
amount greater than the specified buffer amount from its respective initial index value, investors will receive the stated principal
amount of their investment. However, if the securities are not redeemed prior to maturity and the final index value of e it he r
underlying index is le ss t ha n its respective initial index value by an amount greater than the specified buffer amount, investors
will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the
stated principal amount. Ac c ordingly, inve st ors m a y lose up t o 8 0 % of t he st a t e d princ ipa l a m ount of t he
se c urit ie s.

M a t urit y:
6 years
Aut om a t ic
If, on any annual determination date prior to the final determination date, the index closing value of
e a rly
each underlying index is gre a t e r t ha n or e qua l t o its respective then-applicable redemption
re de m pt ion:
threshold level, the securities will be automatically redeemed for the applicable early redemption
payment on the related early redemption date.
Re de m pt ion
1st determination date:
t hre shold
With respect to the SPX Index: 2,936.050, which is approximately 102% of its initial index value
le ve ls:
With respect to the RTY Index: 1,307.516, which is approximately 102% of its initial index value
https://www.sec.gov/Archives/edgar/data/895421/000095010320008341/dp126994_424b2-ps3773.htm[4/29/2020 12:35:57 PM]

2nd determination date:
With respect to the SPX Index: 2,993.619, which is approximately 104% of its initial index value
With respect to the RTY Index: 1,333.153, which is approximately 104% of its initial index value

3rd determination date:
With respect to the SPX Index: 3,051.189, which is approximately 106% of its initial index value
With respect to the RTY Index: 1,358.791, which is approximately 106% of its initial index value

4th determination date:
With respect to the SPX Index: 3,108.758, which is approximately 108% of its initial index value
With respect to the RTY Index: 1,384.428, which is approximately 108% of its initial index value

5th determination date:
With respect to the SPX Index: 3,166.328, which is 110% of its initial index value
With respect to the RTY Index: 1,410.066, which is approximately 110% of its initial index value
Ea rly
The early redemption payment will be an amount in cash per stated principal amount (corresponding
re de m pt ion
to a return of approximately 8.00% per annum) for each annual determination date, as follows:
pa ym e nt :

April 2020
Page 3
Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

·1st determination date:
$1,080.00

·2nd determination date:
$1,160.00

·3rd determination date:
$1,240.00

·4th determination date:
$1,320.00

·5th determination date:
$1,400.00

No further payments will be made on the securities once they have been redeemed.
Pa ym e nt a t m a t urit y:
If the securities have not previously been redeemed, you will receive at maturity a cash payment per
security as follows:

·If the final index value of each underlying index is greater than or equal to its respective
initial index value:

$1,000 + ($1,000 × index percent change of the worst performing underlying index)

·If the final index value of either underlying index is less than its respective initial index value but
ne it he r underlying index has decreased by an amount greater than the buffer amount of 20%
from its respective initial index value:

$1,000

·If the final index value of either underlying index has decreased by an amount greater than the
buffer amount of 20% from its respective initial index value:

$1,000 × (index performance factor of the worst performing underlying index + 20%)

https://www.sec.gov/Archives/edgar/data/895421/000095010320008341/dp126994_424b2-ps3773.htm[4/29/2020 12:35:57 PM]

U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n t he st a t e d
princ ipa l a m ount of $ 1 ,0 0 0 . H ow e ve r, unde r no c irc um st a nc e s w ill t he se c urit ie s
pa y le ss t ha n t he m inim um pa ym e nt a t m a t urit y of $ 2 0 0 pe r se c urit y.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $915.70.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the early redemption payment amounts, the buffer amount and the
minimum payment at maturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads
and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

April 2020
Page 4
Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the
issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.

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

April 2020
Page 5
Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

https://www.sec.gov/Archives/edgar/data/895421/000095010320008341/dp126994_424b2-ps3773.htm[4/29/2020 12:35:57 PM]

K e y I nve st m e nt Ra t iona le

The securities do not provide for the regular payment of interest. Instead, the securities will be automatically redeemed if the index
closing value of e a c h of the S&P 500® Index and the Russell 2000® Index on any annual determination date is gre a t e r t ha n or
e qua l t o its respective then-applicable redemption threshold level.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the
payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every
situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity and the payment at maturity
may be less than the stated principal amount of the securities.

Sc e na rio 1 : T he se c urit ie s
When each underlying index closes at or above its respective then-applicable redemption
a re re de e m e d prior t o
threshold level on any annual determination date, the securities will be automatically
m a t urit y
redeemed for the applicable early redemption payment on the related early redemption
date. Investors do not participate in any appreciation in either underlying index.
Sc e na rio 2 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective then-
a re not re de e m e d prior t o
applicable redemption threshold level on each of the annual determination
m a t urit y, a nd inve st ors
dates. Consequently, the securities are not redeemed prior to maturity. On the final
re c e ive a posit ive re t urn a t
determination date, each underlying index closes at or above its respective initial index
m a t urit y
value. At maturity, investors will receive the stated principal amount of their investment plus a
return reflecting 100% of the upside performance of the worst performing underlying index.
Sc e na rio 3 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective then-
a re not re de e m e d prior t o
applicable redemption threshold level on each of the annual determination
m a t urit y, a nd inve st ors
dates. Consequently, the securities are not redeemed prior to maturity. On the final
re c e ive t he st a t e d princ ipa l determination date, at least one underlying index closes below its respective initial index value
a m ount a t m a t urit y
but ne it he r underlying index has decreased by an amount greater than the specified buffer
amount from its respective initial index value. At maturity, investors will receive a cash
payment equal to the stated principal amount of $1,000 per security.
Sc e na rio 4 : T he se c urit ie s
This scenario assumes that at least one underlying index closes below its respective then-
a re not re de e m e d prior t o
applicable redemption threshold level on each of the annual determination
m a t urit y, a nd inve st ors
dates. Consequently, the securities are not redeemed prior to maturity. On the final
suffe r a loss of princ ipa l a t
determination date, at least one underlying index closes below its respective initial index value
m a t urit y
by an amount greater than the buffer amount of 20%. At maturity, investors will receive an
amount that is less than the stated principal amount by an amount that is proportionate to the
percentage decrease of the worst performing underlying index from its respective initial index
value beyond the buffer amount. Under these circumstances, the payment at maturity will be
less than the stated principal amount. Investors may lose up to 80% of their investment in the
securities.
April 2020
Page 6
Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be
determined by reference to the index closing value of each underlying index on each of the annual determination dates, and the
payment at maturity will be determined by reference to the index closing value of each underlying index on the final determination
date. The actual redemption threshold levels with respect to each applicable determination date and initial index values are set
forth on the cover of this document. Some numbers appearing in the examples below have been rounded for ease of analysis. All
payments on the securities are subject to our credit risk. The below examples are based on the following terms:
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Early Redemption Payment:
The early redemption payment will be an amount in cash per stated principal amount
(corresponding to a return of approximately 8.00% per annum) for each annual determination
date, as follows:

·1st determination date:
$1,080.00

·2nd determination date:
$1,160.00

·3rd determination date:
$1,240.00

·4th determination date:
$1,320.00

·5th determination date:
$1,400.00

No further payments will be made on the securities once they have been redeemed.
Payment at Maturity
If the securities have not previously been redeemed, you will receive at maturity a cash payment
per security as follows:

·If the final index value of each underlying index is greater than or equal to its respective
initial index value:

$1,000 + ($1,000 × index percent change of the worst performing underlying index)

·If the final index value of either underlying index is less than its respective initial index
value but ne it he r underlying index has decreased by an amount greater than the buffer
amount of 20% from its respective initial index value:

$1,000

·If the final index value of either underlying index has decreased by an amount greater than
the buffer amount of 20% from its respective initial index value:

$1,000 × (index performance factor of the worst performing underlying index + 20%)

U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n t he
st a t e d princ ipa l a m ount of $ 1 ,0 0 0 . H ow e ve r, unde r no c irc um st a nc e s w ill t he
se c urit ie s pa y le ss t ha n t he m inim um pa ym e nt a t m a t urit y of $ 2 0 0 pe r se c urit y.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the SPX Index: 3,000

With respect to the RTY Index: 1,500
Hypothetical Redemption
1st determination date:
Threshold Levels:
With respect to the SPX Index: 3,060, which is
4th determination date:
102% of its hypothetical initial index value
With respect to the SPX Index: 3,240, which is
With respect to the RTY Index: 1,530, which is
108% of its hypothetical initial index value
102% of its hypothetical initial index value
With respect to the RTY Index: 1,620, which is

108% of its hypothetical initial index value
2nd determination date:

With respect to the SPX Index: 3,120, which is
5th determination date:
104% of its hypothetical initial index value
With respect to the SPX Index: 3,300, which is
With respect to the RTY Index: 1,560, which is
110% of its hypothetical initial index value
104% of its hypothetical initial index value
With respect to the RTY Index: 1,650, which is

110% of its hypothetical initial index value
3rd determination date:

April 2020
Page 7
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Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

With respect to the SPX Index: 3,180, which is
106% of its hypothetical initial index value

With respect to the RTY Index: 1,590, which is
106% of its hypothetical initial index value
Aut om a t ic Ca ll:

Ex a m ple 1 -- t he se c urit ie s a re re de e m e d follow ing t he se c ond de t e rm ina t ion da t e

Date
SPX Index Closing Value
RTY Index Closing Value
Payment (per Security)
3,500 (a t or a bove the then-
1,510 (be low the then-
1st Determination Date
applicable redemption
applicable redemption
--
threshold level)
threshold level)
3,200 (a t or a bove the then- 1,800 (a t or a bove the then-
2nd Determination Date
applicable redemption
applicable redemption
$1,160.00
threshold level)
threshold level)

In this example, on the first determination date, the index closing value of one of the underlying indices is at or above its respective
then-applicable redemption threshold level, but the index closing value of the other underlying index is below its respective then-
applicable redemption threshold level. Therefore, the securities are not redeemed. On the second determination date, the index
closing value of each underlying index is at or above the respective then-applicable redemption threshold level. Therefore, the
securities are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,160.00 per
security on the related early redemption date. No further payments will be made on the securities once they have been redeemed,
and investors do not participate in the appreciation in either underlying index.

How to calculate the payment at maturity:

In the following examples, one or both of the underlying indices close below the respective then-applicable redemption threshold
level(s) on each of the annual determination dates, and, consequently, the securities are not automatically redeemed prior to, and
remain outstanding until, maturity.

SPX Index Final Index Value
RTY Index Final Index Value
Payment at Maturity (per
Security)
Example 1:
3,300 (a t or a bove its initial
2,100 (a t or a bove its initial
$1,000 + ($1,000 × 10%) =
index value)
index value)
$1,100
Example 2:
2,700 (be low its initial index
1,800 (a t or a bove its initial
$1,000
value but has not decreased
index value)
from the initial index value by
an amount greater than the
buffer amount of 20%)
Example 3:
3,750 (a t or a bove its initial
750 (be low its initial index
$1,000 x [(750 / 1,500) + 20%]
index value)
value and has decreased from
= $700
the initial index value by an
amount greater than the buffer
amount of 20%)
Example 4:
600 (be low its initial index
1,350 (be low its initial index
$1,000 x [(600 / 3,000) + 20%]
value and has decreased from
value and has decreased from
= $400
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the initial index value by an
the initial index value by an
amount greater than the buffer
amount less than or equal to
amount of 20%)
the buffer amount of 20%)
Example 5:
900 (be low its initial index
300 (be low its initial index
$1,000 x [(300 / 1,500) + 20%]
value and has decreased from
value and has decreased from
= $400
the initial index value by an
the initial index value by an
amount greater than the buffer amount greater than the buffer
amount of 20%)
amount of 20%)
April 2020
Page 8
Morgan Stanley Finance LLC
Buffered Jump Securities with Auto-Callable Feature due April 30, 2026
All Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

In example 1, the final index value of each underlying index is above its respective initial index value. The SPX Index has
appreciated by 10% while the RTY Index has appreciated by 40%. Therefore, investors receive at maturity the stated principal
amount plus a return reflecting 100% of the appreciation of the worst performing underlying index, which is the SPX Index in this
example. Investors receive $1,100 per security at maturity.

In example 2, the final index value of one of the underlying indices is at or above its respective initial index value, while the final
index value of the other underlying index is below its respective initial index value, but neither underlying index has decreased from
its respective initial index value by an amount greater than the buffer amount of 20%. The RTY Index has increased 20% from its
initial index value to its final index value and the SPX Index has declined 10% from its initial index value to its final index value.
Therefore, investors receive a payment at maturity equal to the stated principal amount of $1,000 per security. Investors do not
participate in any appreciation in either underlying index.

In example 3, the final index value of one of the underlying indices is at or above its respective initial index value, but the final
index value of the other underlying index has decreased from its respective initial index value by an amount greater than the buffer
amount of 20%. The SPX Index has increased 25% from its initial index value to its final index value and the RTY Index has
declined 50% from its initial index value to its final index value. Therefore, investors are exposed to the negative performance of the
RTY Index, which is the worst performing underlying index in this example, beyond the buffer amount of 20%.

In example 4, the final index value of one of the underlying indices has decreased from its respective initial index value by an
amount less than or equal to the buffer amount of 20%, while the final index value of the other underlying index has decreased
from its respective initial index value by an amount greater than the buffer amount of 20%. The RTY Index has declined 10% from
its initial index value to its final index value and the SPX Index has declined 80% from its initial index value to its final index value.
Therefore, investors are exposed to the negative performance of the SPX Index, which is the worst performing underlying index in
this example, beyond the buffer amount of 20%.

In example 5, the final index value of each underlying index has decreased from its respective initial index value by an amount
greater than the buffer amount of 20%. The SPX Index has declined 70% from its initial index value to its final index value, while
the RTY Index has declined 80% from its initial index value to its final index value. Therefore, investors are exposed to the negative
performance of the RTY Index, which is the worst performing underlying index in this example, beyond the buffer amount of 20%.

I f t he se c urit ie s a re not re de e m e d prior t o m a t urit y a nd t he fina l inde x va lue of e it he r unde rlying inde x ha s
de c re a se d by m ore t ha n t he buffe r a m ount of 2 0 % from it s re spe c t ive init ia l inde x va lue , you w ill be
e x pose d t o t he dow nside pe rform a nc e of t he w orst pe rform ing unde rlying inde x be yond t he spe c ifie d buffe r
a m ount , a nd your pa ym e nt a t m a t urit y w ill be le ss t ha n t he st a t e d princ ipa l a m ount . U nde r t he se
c irc um st a nc e s, you w ill lose som e , a nd up t o 8 0 % , of your inve st m e nt in t he se c urit ie s.

April 2020
Page 9
Morgan Stanley Finance LLC
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