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Morgan Stanley Financial

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US61771BCM46 ( in USD )

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250 000 USD

61771BCM4

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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 US61771BCM46, pays a coupon of 0% per year.
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424B2 1 dp128512_424b2-ps4063.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Trigger Jump Securities due 2021

$250,000

$32.45

M a y 2 0 2 0
Pricing Supplement No. 4,063
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 18, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the
SPDR® S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC
("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any
return of principal at maturity and have the terms described in the accompanying product supplement for Jump Securities, index
supplement and prospectus, as supplemented and modified by this document. If the final level of e a c h underlying is gre a t e r
t ha n or e qua l t o its respective initial level, you will receive for each security that you hold at maturity the upside payment of
$350 per security in addition to the stated principal amount. If the final level of e it he r underlying is less than its respective initial
level but the final level of e a c h underlying is greater than or equal to 60% of its respective initial level, which we refer to as the
respective downside threshold value, investors will receive the stated principal amount of their investment. However, if the final
level of e it he r underlying is le ss t ha n its respective downside threshold value, the payment at maturity will be significantly less
than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease in the final level of
the worst performing underlying from its initial level. Under these circumstances, the payment at maturity will be less than $600 per
security and could be zero. Ac c ordingly, you c ould lose your e nt ire init ia l inve st m e nt in t he se c urit ie s. Because
the payment at maturity on the securities is based on the worst performing of the underlyings, a decline in e it he r final level below
60% of its respective initial level will result in a significant loss on your investment, even if the other underlying has appreciated or
has not declined as much. The securities are for investors who seek an equity-based return and who are willing to risk their
principal, risk exposure to the worst performing of two underlyings and forgo current income and returns above the fixed upside
payment in exchange for the upside payment feature that applies only if the final level of each underlying is gre a t e r t ha n or
e qua l t o its respective initial level. 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
I ssue pric e :
$1,000 per security
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
May 18, 2020
Origina l issue da t e :
May 21, 2020 (3 business days after the pricing date)
M a t urit y da t e :
November 23, 2021
Aggre ga t e princ ipa l
$250,000
a m ount :
I nt e re st :
None
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U nde rlyings:
The Russell 2000® Index (the "RTY Index") and the SPDR® S&P® Oil & Gas Exploration &
Production ETF (the "XOP Shares")
Pa ym e nt a t m a t urit y:
· If the final level of each underlying is greater than or equal to its respective initial level:
$1,000 + the upside payment
· If the final level of either underlying is less than its respective initial level but the final level of
e a c h underlying is greater than or equal to its respective downside threshold value:
$1,000
· If the final level of either underlying is less than its respective downside threshold value,
meaning the value of e it he r underlying has declined by more than 60% from its respective
initial level to its respective final level:
$1,000 × underlying performance factor of the worst performing underlying
Under these circumstances, the payment at maturity will be significantly less than the stated
principal amount of $1,000, and will represent a loss of more than 40%, and possibly all, of
your investment.
U pside pa ym e nt :
$350 per security (35% of the stated principal amount)
U nde rlying pe rform a nc e
With respect to each underlying, final level / initial level
fa c t or:
Worst pe rform ing
The underlying with the lesser underlying performance factor
unde rlying:
I nit ia l le ve l:
With respect to the RTY Index, 1,333.689, which is its closing level on the pricing date
With respect to the XOP Shares, $52.94, which is its closing level on the pricing date
Dow nside t hre shold va lue : With respect to the RTY Index, 800.213, which is approximately 60% of its initial level
With respect to the XOP Shares, $31.764, which is 60% of its initial level
Fina l le ve l:
With respect to each underlying, the respective closing level on the valuation date
Closing le ve l:
With respect to the RTY Index, on any index business day, the index closing value on such day
With respect to the XOP Shares, on any trading day, the closing price of one XOP Share on such
day times the adjustment factor on such day
Adjust m e nt fa c t or:
With respect to the XOP Shares, 1.0, subject to adjustment in the event of certain events
affecting the XOP Shares
V a lua t ion da t e :
November 18, 2021, subject to postponement for non-index business days and non-trading days,
as applicable, and certain market disruption events
CU SI P / I SI N :
61771BCM4 / US61771BCM46
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$936.70 per security. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
pric e :
Pe r se c urit y
$1,000
$22.50
$977.50
T ot a l
$250,000
$5,625
$244,375
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $22.50 for each
security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest."
(2) See "Use of proceeds and hedging" on page 22.
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 8 .
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
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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 .
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 J um p 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
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

Investment Summary
Princ ipa l a t Risk Se c urit ie s

The Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR® S&P® Oil &
Gas Exploration & Production ETF due November 23, 2021 (the "securities") can be used:

As an alternative to direct exposure to the underlyings that provides a fixed positive return of 35% if the final level of each
underlying is gre a t e r t ha n or e qua l t o its respective initial level;

To potentially outperform the worst performing of the Russell 2000® Index and the SPDR® S&P® Oil & Gas Exploration &
Production ETF in a moderately bullish scenario;

To obtain limited protection against the loss of principal in the event of a decline of the underlyings as of the valuation date,
but only if the final level of each underlying is gre a t e r t ha n or e qua l t o its respective downside threshold value.

If the final level of e it he r underlying is less than its downside threshold value, the securities are exposed on a 1-to-1 basis to the
percentage decline of the final level of the worst performing underlying from its respective initial level. Ac c ordingly, inve st ors
m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s.

M a t urit y:
Approximately 1.5 years
U pside pa ym e nt :
$350 per security (35% of the stated principal amount), payable only if the final
level of each underlying is greater than or equal to its respective initial level.
Dow nside t hre shold va lue :
For each underlying, 60% of the respective initial level
M inim um pa ym e nt a t m a t urit y: None. Investors may lose their entire initial investment in the securities.
I nt e re st :
None

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 $936.70.

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 underlyings. The estimated value of the securities is determined using our own pricing
and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, 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?
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In determining the economic terms of the securities, including the upside payment and the downside threshold values, 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.

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 underlyings, 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,

May 2020
Page 2
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

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 underlyings, and to our secondary market credit
spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected
in your brokerage account statements.

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

May 2020
Page 3
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

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

The securities provide a return based on the performance of the Russell 2000® Index and the SPDR® S&P® Oil & Gas Exploration
& Production ETF. If the final level of each underlying is gre a t e r t ha n or e qua l t o its respective initial level, you will receive for
each security that you hold at maturity the upside payment of $350 per security in addition to the stated principal amount. If the
final level of e it he r underlying is less than its respective initial level but the final level of e a c h underlying is greater than or equal
to its respective downside threshold value, investors will receive the stated principal amount of their investment. However, if, as of
the valuation date, the value of either underlying is le ss t ha n its respective downside threshold value, the payment due at maturity
will be less than $600 per security and could be zero.

U pside Sc e na rio
If the final level of each underlying is greater than or equal to its respective initial level, the payment at
maturity for each security will be equal to $1,000 plus the upside payment of $350.
Pa r Sc e na rio
The final level of e it he r underlying is le ss t ha n its respective initial level but the final level of e a c h
underlying is gre a t e r t ha n or e qua l t o its respective downside threshold value. In this case, the
payment at maturity will be equal to the stated principal amount of $1,000 per security.
Dow nside
If the final level of either underlying is less than its respective downside threshold value, you will lose
Sc e na rio
1% for every 1% decline in the value of the worst performing underlying from its initial level, without any
buffer (e.g., a 60% depreciation in the worst performing underlying from the respective initial level to the
respective final level will result in a payment at maturity of $400 per security).
Because the payment at maturity of the securities is based on the worst performing of the underlyings, a
decline in e it he r underlying below its respective downside threshold value will result in a loss of a
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significant portion or all of your investment, even if the other underlying has appreciated or has not
declined as much.

May 2020
Page 4
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the securities. The following examples
are for illustrative purposes only. The payment at maturity on the securities is subject to our credit risk. The below examples are
based on the following terms. The actual initial levels and downside threshold values are set forth on the cover of this document.

St a t e d Princ ipa l Am ount : $1,000 per security
H ypot he t ic a l I nit ia l
With respect to the RTY Index: 1,500
Le ve l:
With respect to the XOP Shares: $50.00
H ypot he t ic a l Dow nside
With respect to the RTY Index: 900, which is 60% of its hypothetical initial level
T hre shold V a lue :
With respect to the XOP Shares: $30.00, which is 60% of its hypothetical initial level
U pside Pa ym e nt :
$350 per security (35% of the stated principal amount)
I nt e re st :
None

EX AM PLE 1 : Bot h unde rlyings a ppre c ia t e subst a nt ia lly, a nd inve st ors t he re fore re c e ive t he st a t e d princ ipa l
a m ount plus t he upside pa ym e nt .

Final level

RTY Index: 2,400

XOP Shares: $77.50
Underlying performance factor

RTY Index: 2,400 / 1,500 = 160%
XOP Shares: $77.50 / $50.00 = 155%
Payment at maturity
=
$1,000 + (the upside payment)

=
$1,000 + $350

=
$1,350

In example 1, the final level for the RTY Index has increased from its initial level by 60%, and the final level for the XOP Shares
has increased from its initial level by 55%. Because the final level of each underlying is at or above its respective initial level,
investors receive at maturity the stated principal amount plus the upside payment of $350. Although both underlyings have
appreciated substantially, the return on the securities is limited to the fixed upside payment of $350. Investors receive $1,350 per
security at maturity.

EX AM PLE 2 : T he fina l le ve ls of bot h unde rlyings a re a t or a bove t he ir re spe c t ive init ia l le ve ls, a nd inve st ors
t he re fore re c e ive t he st a t e d princ ipa l a m ount plus t he upside pa ym e nt .

Final level

RTY Index: 1,950

XOP Shares: $57.50
Underlying performance factor

RTY Index: 1,950 / 1,500 = 130%
XOP Shares: $57.50 / $50.00 = 115%
Payment at maturity
=
$1,000 + upside payment

=
$1,000 + $350

=
$1,350

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In example 2, the final level for the RTY Index has increased from its initial level by 30%, and the final level for the XOP Shares
has increased from its initial level by 15%. Because the final level of each underlying is at or above its respective initial level,
investors receive at maturity the stated principal amount plus the upside payment of $350. Investors receive $1,350 per security at
maturity.

May 2020
Page 5
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

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

Final level

RTY Index: 2,100

XOP Shares: $42.50
Underlying performance factor

RTY Index: 2,100 / 1,500 = 140%
XOP Shares: $42.50 / $50.00 = 85%
Payment at maturity
=
$1,000

In example 3, the final level of the RTY Index is greater than its respective initial level, while the final level of the XOP Shares is
less than its respective initial level but greater than its respective downside threshold value. While the RTY Index has appreciated
by 40%, the XOP Shares have declined by 15%. Therefore, investors receive at maturity the stated principal amount of $1,000 per
security.

EX AM PLE 4 : T he fina l le ve l of one of t he unde rlyings is le ss t ha n it s re spe c t ive dow nside t hre shold va lue .
I nve st ors a re t he re fore e x pose d t o t he full de c line in t he w orst pe rform ing unde rlying from it s init ia l le ve l.

Final level

RTY Index: 1,800

XOP Shares: $20.00
Underlying performance factor

RTY Index: 1,800 / 1,500 = 120%
XOP Shares: $20.00 / $50.00 = 40%
Payment at maturity
=
$1,000 × underlying performance factor of the worst performing
underlying

=
$1,000 × 40%

=
$400

In example 4, the final level for the RTY Index has increased from its initial level by 20%, and the final level for the XOP Shares
has decreased from its initial level by 60%. Because one of the underlyings has declined below its respective downside threshold
value, investors are exposed to the full negative performance of the XOP Shares, which represent the worst performing underlying
in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of
the worst performing underlying from its initial level. In this example, investors receive a payment at maturity equal to $400 per
security, resulting in a loss of 60%.

EX AM PLE 5 : T he fina l le ve l of e a c h unde rlying is le ss t ha n it s re spe c t ive init ia l le ve l but is gre a t e r t ha n it s
re spe c t ive dow nside t hre shold va lue .

Final level

RTY Index: 1,275

XOP Shares: $35.00
Underlying performance factor

RTY Index: 1,275 / 1,500 = 85%
XOP Shares: $35.00 / $50.00 = 70%
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Payment at maturity
=
$1,000

In example 5, the final level of each underlying is less than its respective initial level but is greater than its respective downside
threshold value. The RTY Index has declined by 15% while the XOP Shares have declined by 30%. Therefore, investors receive at
maturity the stated principal amount of $1,000 per security.

EX AM PLE 6 : T he fina l le ve ls of bot h unde rlyings a re le ss t ha n t he ir re spe c t ive dow nside t hre shold va lue s.
I nve st ors a re t he re fore e x pose d t o t he full de c line in t he w orst pe rform ing unde rlying from it s init ia l le ve l.

Final level

RTY Index: 300

XOP Shares: $20.00

May 2020
Page 6
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

Underlying performance factor

RTY Index: 300 / 1,500 = 20%
XOP Shares: $20.00 / $50.00 = 40%
Payment at maturity
=
$1,000 × underlying performance factor of the worst performing
underlying

=
$1,000 × 20%

=
$200

In example 6, the final level for the RTY Index has decreased from its initial level by 80%, and the final level for the XOP Shares
has decreased from its initial level by 60%. Because one or more underlyings have declined below their respective downside
threshold values, investors are exposed to the full negative performance of the RTY Index, which is the worst performing
underlying in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in
the value of the worst performing underlying from its initial level. In this example, investors receive a payment at maturity equal to
$200 per security, resulting in a loss of 80%.

I f t he fina l le ve l of e it he r of t he unde rlyings is le ss t ha n it s re spe c t ive dow nside t hre shold va lue , you w ill
re c e ive a n a m ount in c a sh t ha t is signific a nt ly le ss t ha n t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount of e a c h se c urit y
by a n a m ount proport iona t e t o t he full de c line in t he le ve l of t he w orst pe rform ing unde rlying from it s init ia l
le ve l ove r t he t e rm of t he se c urit ie s, a nd you w ill lose a signific a nt port ion or a ll of your inve st m e nt .

May 2020
Page 7
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

Risk Factors

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

The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ
from those of ordinary debt securities in that the securities do not pay interest or guarantee the payment of any principal at
maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash
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based upon the final level of each underlying. If the final level of e it he r underlying is less than 60% of its respective initial
level, the payment at maturity will be an amount in cash that is significantly less than the $1,000 stated principal amount of
each security by an amount proportionate to the full decline in the final level of the worst performing underlying from its initial
level over the term of the securities, and you will lose a significant portion or all of your investment. T he re is no m inim um
pa ym e nt a t m a t urit y on t he se c urit ie s, a nd, a c c ordingly, you c ould lose your e nt ire inve st m e nt .

The appreciation potential is fixed and limited. Where the final level of each underlying is greater than or equal to its
respective initial level, the appreciation potential of the securities is limited to the fixed upside payment of $350 per security
(35% of the stated principal amount), even if both underlyings have appreciated substantially.

You are exposed to the price risk of both underlyings. Your return on the securities is not linked to a basket
consisting of both underlyings. Rather, it will be based upon the independent performance of each underlying. 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 underlyings. Poor performance by either underlying
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. If the final level of either underlying declines to below 60% of its respective initial level, you will be fully
exposed to the negative performance of the worst performing underlying at maturity, even if the other underlying has
appreciated or has not declined as much. Ac c ordingly, your inve st m e nt is subje c t t o t he pric e risk of bot h
unde rlyings.

Because the securities are linked to the performance of the w orst performing underlying, you are
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 se c urit ie s w e re
link e d t o just one unde rlying. The risk that you will suffer a significant loss on your investment is greater if you invest in
the securities as opposed to substantially similar securities that are linked to the performance of just one underlying. With two
underlyings, it is more likely that the final level of either underlying will decline to below its respective downside threshold value
than if the securities were linked to only one underlying. Therefore, it is more likely that you will suffer a significant loss on your
investment.

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

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
Morgan Stanley & Co. LLC, which we refer to as 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. When it does make a market, it will generally do so for
transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into
account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even
if there is a secondary

May 2020
Page 8
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not
participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is
likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a
market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be
willing to hold your securities to maturity.
https://www.sec.gov/Archives/edgar/data/895421/000095010320009902/dp128512_424b2-ps4063.htm[5/20/2020 2:34:52 PM]

The securities are linked to the Russell 2000® Index and are subject to risks associated w ith small-
c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlyings, and the Russell 2000® Index consists of
stocks issued by companies with relatively small market capitalization, the securities are linked to the value of small-
capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than
large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that consist of stocks
issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of
large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization
companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable
financially than large-capitalization companies and may depend on a small number of key personnel, making them more
vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of
their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies
and are more susceptible to adverse developments related to their products.

Investing in the securities exposes investors to risks associated w ith investments in securities w ith a
c onc e nt ra t ion in t he oil a nd ga s e x plora t ion a nd produc t ion indust ry. The stocks included in the S&P® Oil &
Gas Exploration & Production Select Industry Index® (the "share underlying index") and that are generally tracked by the XOP
Shares are stocks of companies whose primary business is associated with the exploration and production of oil and gas. As a
result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic,
political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly
diversified group of issuers or issuers in a less volatile industry. The oil and gas industry is significantly affected by a number
of factors that influence worldwide economic conditions and oil and gas prices, such as natural disasters, supply disruptions,
geopolitical events and other factors that may offset or magnify each other, including:

o
worldwide and domestic supplies of, and demand for, crude oil and natural gas;

o
the cost of exploring for, developing, producing, refining and marketing crude oil and natural gas;

o
consumer confidence;

o
changes in weather patterns and climatic changes;

o
the ability of the members of Organization of Petroleum Exporting Countries (OPEC) and other producing nations
to agree to and maintain production levels;

o
the worldwide military and political environment, uncertainty or instability resulting from an escalation or additional
outbreak of armed hostilities or further acts of terrorism in the United States, or elsewhere;

o
the price and availability of alternative and competing fuels;

o
domestic and foreign governmental regulations and taxes;

o
employment levels and job growth; and

o
general economic conditions worldwide.

These or other factors or the absence of such factors could cause a downturn in the oil and natural gas industries generally or
regionally and could cause the value of some or all of the component stocks included in the share underlying index to decline
during the term of the securities.

The market price of the securities may be influenced by many unpredictable factors. Several factors, many
of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS &
Co. may be willing to purchase or sell the securities in the secondary market, including:

May 2020
Page 9
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the Worst Performing of the Russell 2000® Index and the SPDR®
https://www.sec.gov/Archives/edgar/data/895421/000095010320009902/dp128512_424b2-ps4063.htm[5/20/2020 2:34:52 PM]

S&P® Oil & Gas Exploration & Production ETF due November 23, 2021
Princ ipa l a t Risk Se c urit ie s

o
the volatility (frequency and magnitude of changes in value) of each underlying and of the stocks composing the
RTY Index and the S&P® Oil & Gas Exploration & Production Select Industry Index®,

o
the values of the underlyings at any time (including in relation to their initial levels),

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component
stocks of the RTY Index and the share underlying index or securities markets generally and which may affect the
value of each underlying,

o
dividend rates on the securities underlying the RTY Index and the share underlying index,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

o
the composition of the underlyings and changes in the constituent stocks of the RTY Index and the share
underlying index,

o
the occurrence of certain events affecting the XOP Shares that may or may not require an adjustment to the
adjustment factor, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price you will receive if you sell your securities prior to maturity. In particular, you
may have to sell your securities at a substantial discount from the stated principal amount if at the time of sale the value of
either underlying is near, at or below its respective downside threshold value.

You cannot predict the future performance of the underlyings based on their historical performance. If the final level of either
underlying is less than 60% of its respective initial level, you will be exposed on a 1-to-1 basis to the full decline in the final
level of the worst performing underlying from its respective initial level. There can be no assurance that the final level of each
underlying will be greater than or equal to its respective initial level so that you will receive at maturity an amount that is greater
than the $1,000 stated principal amount for each security you hold, or that you will not lose a significant portion or all of your
investment.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the securities prior to maturity will be affected by changes in the market's view of our
creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market
for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
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 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
https://www.sec.gov/Archives/edgar/data/895421/000095010320009902/dp128512_424b2-ps4063.htm[5/20/2020 2:34:52 PM]

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