Obbligazione Morgan Stanley Financial 9% ( US61771BMQ40 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US61771BMQ40 ( in USD )
Tasso d'interesse 9% per anno ( pagato 2 volte l'anno)
Scadenza 12/12/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61771BMQ40 in USD 9%, scaduta


Importo minimo 1 000 USD
Importo totale 1 500 000 USD
Cusip 61771BMQ4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata 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 US61771BMQ40, pays a coupon of 9% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/12/2022







424B2 1 dp130013_424b2-ps4330.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Worst of Fixed Coupon RevConsSM due

$1,500,000

$194.70
2022

J une 2 0 2 0
Pricing Supplement No. 4,330
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 9, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
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 Worst of Fixed Coupon RevConsSM due December 12, 2022 Payments on the RevCons Based on the Worst Performing of the
Common Stock of Caterpillar Inc. and the Common Stock of Aflac Incorporated, 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 do not guarantee the repayment of any principal. Instead, the securities offer the opportunity for investors to earn a fixed
monthly coupon at an annual rate of 9.00%. The payment at maturity due on the securities will be, in addition to the final monthly
coupon, either (i) if the final share price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o its respective downside
threshold level, the stated principal amount, or (ii) if the final share price of e it he r unde rlying st oc k is le ss t ha n its respective
downside threshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and
will receive a payment at maturity that reflects the full depreciation in the price of the worst performing underlying stock and that is
significantly less than the principal amount of the securities and could be zero. As a result, investors must be willing to accept the
risk of receiving a payment at maturity that is significantly less than the stated principal amount of the securities and could be zero.
Ac c ordingly, inve st ors c ould lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. The securities are for investors
who are willing to risk their principal based on the worst performing of two underlying stocks in exchange for the opportunity to
earn interest at a potentially above-market rate. Investors will not participate in the appreciation of either of the underlying stocks.
Because the payment at maturity on the securities is based on the worst performing underlying stock, a decline beyond the
respective downside threshold level of e it he r unde rlying st oc k will result in a significant loss of your investment even if the
other underlying stock has appreciated or has not declined as much. Investors will therefore be exposed to the risks related to
e a c h unde rlying st oc k . The securities are 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 st oc k s:
Caterpillar Inc. common stock (the "CAT Stock") and Aflac Incorporated common stock (the "AFL
Stock")
Aggre ga t e princ ipa l
$1,500,000
a m ount :
St a t e d princ ipa l a m ount : $1,000 per security
I ssue pric e :
$1,000 per security
Pric ing da t e :
June 9, 2020
Origina l issue da t e :
June 12, 2020 (3 business days after the pricing date)
M a t urit y da t e :
December 12, 2022
M ont hly c oupon:
A monthly coupon at an annual rate of 9.00% (corresponding to approximately $7.50 per month per
security) is paid on each coupon payment date.
Coupon pa ym e nt da t e s: Monthly, on the 12th day of each month, beginning July 12, 2020 and ending on the maturity date;
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provided that if any such day is not a business day, that coupon payment will be made on the next
succeeding business day and no adjustment will be made to any coupon payment made on that
succeeding business day.
Pa ym e nt a t m a t urit y:
· If the final share price of each
(i) the stated principal amount plus (ii) the monthly
unde rlying st oc k is gre a t e r t ha n or coupon for the final monthly interest period
e qua l t o its respective downside
threshold level:

· If the final share price of either
(i) the monthly coupon for the final interest period plus
unde rlying st oc k is le ss t ha n its
(ii) the product of (a) the stated principal amount and (b)
respective downside threshold level:
the share performance factor of the worst performing
underlying stock.
Under these circumstances, investors will lose a
significant portion, and may lose all, of their principal.
Sha re pe rform a nc e
With respect to each underlying stock, the final share price divided by the initial share price
fa c t or:
Adjust m e nt fa c t or:
With respect to each underlying stock, 1.0, subject to adjustment in the event of certain corporate
events affecting such underlying stock

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 t he
$929.30 per security. See "Investment Summary" on page 3.
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
$5
$995
T ot a l

$1,500,000
$7,500
$1,492,500






(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $5 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 23.
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 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 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 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 Re ve rse Conve rt ible Se c urit ie s 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
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
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 :
December 7, 2022, subject to postponement for non-trading days and certain market disruption
events
Dow nside t hre shold
With respect to the CAT Stock, $82.632, which is equal to 60% of its initial share price
le ve l:
With respect to the AFL Stock, $25.26, which is equal to 60% of its initial share price
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With respect to the CAT Stock, $137.72, which is its closing price on June 8, 2020
I nit ia l sha re pric e :
With respect to the AFL Stock, $42.10, which is its closing price on June 8, 2020
Fina l sha re pric e :
With respect to each underlying stock, the closing price of such underlying stock on the determination
date times the adjustment factor for such underlying stock on such date
Worst pe rform ing
The underlying stock with the largest percentage decrease from the respective initial share price to
unde rlying st oc k :
the respective final share price
CU SI P / I SI N :
61771BMQ4 / US61771BMQ40
List ing:
The securities will not be listed on any securities exchange.


June 2020
Page 2
Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Worst of Fix e d Coupon Re vCons

Princ ipa l a t Risk Se c urit ie s

The Worst of Fixed Coupon RevConsSM due December 12, 2022 Payments on the RevCons Based on the Worst Performing of the
Common Stock of Caterpillar Inc. and the Common Stock of Aflac Incorporated, which we refer to as the securities, provide an
opportunity for investors to earn a fixed monthly coupon at an annual rate of 9.00%. The payment at maturity due on the securities
will be, in addition to the final monthly coupon, either (i) if the final share price of e a c h unde rlying st oc k is gre a t e r t ha n or
e qua l t o its respective downside threshold level, the stated principal amount, or (ii) if the final share price of e it he r unde rlying
st oc k is le ss t ha n its respective downside threshold level, investors will be exposed to the decline in the worst performing
underlying stock on a 1-to-1 basis and will receive a payment at maturity that reflects the full depreciation in the price of the worst
performing underlying stock and that is significantly less than the stated principal amount of the securities and could be zero.
Ac c ordingly, inve st ors c ould lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. In addition, investors will not
participate in the appreciation of either of the underlying stocks.

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 $929.30.

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 stocks. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying
stocks, 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 monthly coupon rate and the downside threshold 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 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?

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The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying stocks, 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 stocks, 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.


June 2020
Page 3
Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The securities offer investors an opportunity to earn a fixed monthly coupon at an annual rate of 9.00%. The payment at maturity
will vary depending on the final share price of each underlying stock, as follows:

Sc e na rio 1
T he fina l sha re pric e of each underlying stock is greater than or equal to it s re spe c t ive
dow nside t hre shold le ve l.

The payment due at maturity will be (i) the stated principal amount plus (ii) the monthly coupon for the final
monthly interest period.

Investors will not participate in any appreciation of either underlying stock.

Sc e na rio 2
T he fina l sha re pric e of either underlying stock is less than it s re spe c t ive dow nside t hre shold
le ve l.

The payment due at maturity will be (i) the monthly coupon for the final interest period plus (ii) the product
of (a) the stated principal amount and (b) the share performance factor of the worst performing underlying
stock.

Investors w ill lose a significant portion, and may lose all, of their principal in this
sc e na rio.



June 2020
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Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
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Hypothetical Examples

The following hypothetical examples illustrate how to determine the payment at maturity. The following examples are for illustrative
purposes only. The payment at maturity will be determined by reference to the final share price of each underlying stock on the
determination date. The actual initial share price and downside threshold level for each underlying stock are set forth on the cover
of this document. All payments on the securities are subject to our credit risk. The below examples are based on the following
terms:

Monthly Coupon:
9.00% per annum (corresponding to approximately $7.50 per month per security)1
Payment at Maturity:
· If the final share price of each underlying stock is greater than or equal to its
respective downside threshold level: (i) the stated principal amount plus (ii) the monthly
coupon for the final monthly interest period.
· If the final share price of either underlying stock is less than its respective
downside threshold level: (i) the monthly coupon for the final interest period plus (ii) the
product of (a) the stated principal amount and (b) the share performance factor of the
worst performing underlying stock. 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 signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount of t he
se c urit ie s a nd c ould be ze ro
Stated Principal Amount:
$1,000 per security
Hypothetical Initial Share Price:
With respect to the CAT Stock: $140.00
With respect to the AFL Stock: $40.00
Hypothetical Downside Threshold
With respect to the CAT Stock: $84.00, which is 60% of its hypothetical initial share price
Level:
With respect to the AFL Stock: $24.00, which is 60% of its hypothetical initial share price
Hypothetical Adjustment Factor:
With respect to each underlying stock, 1.0
1 The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment
period, calculated on a 30/360 day-count basis. The monthly coupon of $7.50 is used in these examples for ease of analysis.

How to determine the payment at maturity:

Payment at Maturity

(in addition to the monthly

Final Share Price
coupon of $7.50 with respect to
the final monthly interest
period)

CAT Stock
AFL Stock

$160.00 (a t or a bove its downside
$75.00 (a t or a bove its
$1,000 (the stated principal
Example 1:
threshold level)
downside threshold level)
amount)
$1,000 × share performance
factor of the worst performing
$56.00 (be low its downside threshold
$32.50 (a t or a bove its
underlying stock=
Example 2:
level)
downside threshold level)

$1,000 × ($56.00 / $140.00) =
$400.00
$1,000 × share performance
factor of the worst performing
$105.50 (a t or a bove its downside
$8.00 (be low its downside
underlying stock=
Example 3:
threshold level)
threshold level)

$1,000 × ($8.00 / $40.00) =
$200.00
$1,000 × share performance
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$42.00 (be low its downside threshold
$8.00 (be low its downside
Example 4:
factor of the worst performing
level)
threshold level)
underlying stock=


June 2020
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Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
$1,000 × ($8.00 / $40.00) =



$200.00

In example 1, the final share prices of the CAT Stock and the AFL Stock are both at or above their respective downside threshold
levels. Therefore, investors receive the stated principal amount of the securities at maturity. Investors do not participate in the
appreciation of either underlying stock.

In example 2, the final share prices of the AFL Stock is above its downside threshold level, but the final share price of the CAT
Stock is below its downside threshold level. Therefore, even though the AFL Stock has appreciated in value, investors are exposed
to the downside performance of the CAT Stock, which is the worst performing underlying stock in this example, and receive a
payment at maturity that is significantly less than the stated principal amount.

In example 3, the AFL Stock has declined 80% from its initial share price to its final share price. Therefore, investors are exposed
to the downside performance of the AFL Stock, which is the worst performing underlying stock in this example, and receive a
payment at maturity that is significantly less than the stated principal amount.

In example 4, the final share prices of the CAT Stock and the AFL Stock are both below their respective downside threshold levels.
In this example, the CAT Stock has declined 70% from its initial share price to its final share price while the AFL Stock has declined
80% from its initial share price. Therefore, investors are exposed to the downside performance of the AFL Stock, which is the worst
performing underlying stock in this example, and receive a payment at maturity that is significantly less than the stated principal
amount.

I f t he fina l sha re pric e of e it he r unde rlying st oc k is be low it s re spe c t ive dow nside t hre shold le ve l, 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 st oc k a t m a t urit y. 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 signific a nt ly le ss t ha n t he princ ipa l a m ount of t he
se c urit ie s a nd t ha t c ould be ze ro.

June 2020
Page 6
Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
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 and prospectus. You
should also consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not guarantee the return of any of the principal amount at maturity. Instead, if
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the final share price of e it he r unde rlying st oc k is le ss t ha n its respective downside threshold level, you will be exposed
to the decline in the closing price of the worst performing underlying stock, as compared to the initial share price, on a 1-to-1
basis and you will receive a payment at maturity that is less than 60% of the stated principal amount and could be zero.

You are exposed to the price risk of both underlying stocks. Your return on the securities is not linked to a basket
consisting of the two underlying stocks. Rather, it will be contingent upon the independent performance of both underlying
stocks. 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 stocks. Poor performance
by e it he r unde rlying st oc k over the term of the securities may negatively affect your return and will not be offset or
mitigated by any positive performance by the other underlying stock. If e it he r unde rlying st oc k has declined to below its
respective downside threshold level as of the determination date, you will be fully e x pose d to the decline in the worst
performing underlying stock over the term of the securities on a 1-to-1 basis, even if the other underlying stock has appreciated
or has not declined as much. Under this scenario, the value of the payment at maturity will be less than 60% of the stated
principal amount and could be zero. Accordingly, your investment is subject to the price risk of both underlying stocks.

Investors w ill not participate in any appreciation in the price of either underlying stock. Investors will not
participate in any appreciation in the price of either underlying stock from its respective initial share price, and the return on the
securities will be limited to the monthly coupon that is paid for each monthly interest period.

The market price w ill be influenced by many unpredictable factors. Several factors 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. Although we expect that generally the closing prices of the underlying stocks on any day, including in
relation to the respective downside threshold levels, will affect the value of the securities more than any other single factor,
other factors that may influence the value of the securities include:

o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying stocks,

o
dividend rates on the underlying stocks,

o
interest and yield rates in the market,

o
time remaining until the securities mature,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying
stocks and which may affect the final share prices of the underlying stocks,

o
the occurrence of certain events affecting the underlying stock 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.

The prices of the underlying stocks may be, and have recently been, volatile, and we can give you no assurance that the
volatility will lessen. See "Caterpillar Inc. Overview" and "Aflac Incorporated Overview" below. You may receive less, and
possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.

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 on each coupon payment date or 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

June 2020
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Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
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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.

Investing in the securities is not equivalent to investing in the underlying stocks. Investors in the securities
will not participate in any appreciation in the underlying stocks, and will not have voting rights or rights to receive dividends or
other distributions or any other rights with respect to the underlying stocks. As a result, any return on the securities will not
reflect the return you would realize if you actually owned shares of the underlying stocks and received the dividends paid or
distributions made on them.

No affiliation w ith the underlying stock issuers. The underlying stock issuers are not affiliates of ours, are not
involved with this offering in any way, and have no obligation to consider your interests in taking any corporate actions that
might affect the value of the securities. We have not made any due diligence inquiry with respect to the underlying stock
issuers in connection with this offering.

We may engage in business w ith or involving the underlying stock issuers w ithout regard to your
int e re st s. We or our affiliates may presently or from time to time engage in business with the underlying stock issuers without
regard to your interests and thus may acquire non-public information about the underlying issuers. Neither we nor any of our
affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published
and in the future may publish research reports with respect to the underlying stock issuers, which may or may not recommend
that investors buy or hold the underlying stocks.

The antidilution adjustments the calculation agent is required to make do not cover every corporate
e ve nt t ha t c ould a ffe c t t he unde rlying st oc k s. MS & Co., as calculation agent, will adjust the adjustment factors for
certain corporate events affecting the underlying stocks, such as stock splits, stock dividends and extraordinary dividends, and
certain other corporate actions involving the issuers of the underlying stocks, such as mergers. However, the calculation agent
will not make an adjustment for every corporate event that can affect the underlying stocks. For example, the calculation agent
is not required to make any adjustments if the issuers of the underlying stocks or anyone else makes a partial tender or partial
exchange offer for the underlying stocks, nor will adjustments be made following the determination date. In addition, no
adjustments will be made for regular cash dividends, which are expected to reduce the price of the underlying stocks by the
amount of such dividends. If an event occurs that does not require the calculation agent to adjust an adjustment factor, such as
a regular cash dividend, the market price of the securities and your return on the securities may be materially and adversely
affected. For example, if the record date for a regular cash dividend were to occur on or shortly before the determination date,
this may decrease the final share price of an underlying stock to be less than the downside threshold level (resulting in a loss
of a significant portion of all of your investment in the securities), materially and adversely affecting your return.

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.
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 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

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Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
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.

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 se c urit ie 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 se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie 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 securities 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 securities in the original issue price and the lower rate
we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

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 stocks, 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.

The estimated value of the securities 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 securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. 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
securities in the secondary market (if any exists) at any time. The value of your securities 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.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
se c urit ie s. One or more of our affiliates and/or third-party dealers will carry out hedging activities related to the securities
(and to other instruments linked to the underlying stocks), including trading in the underlying stocks. As a result, these entities
may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater
and more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our affiliates also trade
the underlying stocks and other financial instruments related to the underlying stocks 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 June 8, 2020 could increase the
initial share price of either underlying stock, and, as a result, could potentially increase the downside threshold level for such
underlying stock, which is the price at or above which the underlying stock must close in order for you to avoid being exposed
to the negative price performance of the worst performing underlying stock at maturity (depending also on the performance of
the other underlying stock). Additionally, such hedging or trading activities during the term of the securities could potentially
affect the price of either underlying stock on the determination date, and, accordingly, the payout to you at maturity, if any.

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 se c urit ie s. As calculation agent, MS & Co. will determine the initial share prices,
the downside threshold levels and the final share prices, whether a market disruption event has occurred, whether to make any
adjustments to the adjustment factors and the payment that you will 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 nonoccurrence of market disruption events and certain
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Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
adjustments to the adjustment factors. These potentially subjective determinations may affect the payout to you at maturity, if
any. For further information regarding these types of determinations, see "Description of RevCons--Antidilution Adjustments--
For RevCons linked to the common stock of an underlying company," --Alternate Exchange Calculation in Case of an Event of
Default" and "--Calculation Agent and Calculations" in the accompanying product supplement. In addition, MS & Co. has
determined the estimated value of the securities on the pricing date.

The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no
direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant
aspects of the tax treatment of the securities are uncertain.

Please read the discussion under "Additional Information?Tax considerations" in this document concerning the U.S. federal
income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes
as a unit consisting of (i) a Put Right (as defined below under "Additional Information?Tax considerations") written by you to us
that, if exercised, requires you to pay to us an amount equal to the Deposit (as defined below under "Additional Information?
Tax considerations"), in exchange for a cash amount based on the performance of the worst performing underlying stock, and
(ii) a Deposit with us of a fixed amount of cash to secure your obligation under the Put Right. Alternative U.S. federal income
tax treatments of the securities are possible, and if the Internal Revenue Service (the "IRS") were successful in asserting such
an alternative tax treatment for the securities the timing and the character of income on the securities might differ significantly
from the tax treatment described herein. We do not plan to request a ruling from the IRS regarding the tax treatment of the
securities, and the IRS or a court may not agree with the tax treatment described herein.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. While it is not clear whether the securities would be viewed as
similar to the prepaid forward contracts described in the notice, it is possible that any Treasury regulations or other guidance
issued after consideration of these issues could materially and adversely affect the tax consequences of an investment in the
securities, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of which for holders of
the securities are the character and timing of income or loss (including whether the entire coupon on the securities should be
required to be included currently as ordinary income) and the degree, if any, to which income realized by non-U.S. investors
should be subject to withholding tax.

Non-U.S. Holders should note that we currently do not intend to withhold on any payments made with respect to the securities
to Non-U.S. Holders (subject to compliance by such holders with certification necessary to establish an exemption from
withholding and to the discussion under "Additional Information?Tax considerations--FATCA"). H ow e ve r, in t he e ve nt of a
c ha nge of la w or a ny form a l or inform a l guida nc e by t he I RS, t he U .S. T re a sury De pa rt m e nt or Congre ss,
w e m a y de c ide t o w it hhold on pa ym e nt s m a de w it h re spe c t t o t he se c urit ie s t o N on -U .S. H olde rs a nd
w ill not be re quire d t o pa y a ny a ddit iona l a m ount s w it h re spe c t t o a m ount s w it hhe ld.

Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments, the issues presented by the IRS notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

June 2020
Page 10
Morgan Stanley Finance LLC
Worst of Fixed Coupon RevConsSM due December 12, 2022
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Ca t e rpilla r I nc . a nd t he
Com m on St oc k of Afla c I nc orpora t e d
Princ ipa l a t Risk Se c urit ie s
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