Obligation Morgan Stanley Financial 2.25% ( US61766YFA47 ) en USD

Morgan Stanley Financial

93.625 % ▼

Etas-Unis

US61766YFA47 ( en USD )

2.25% par an ( paiement semestriel )

28/05/2030

Prospectus brochure de l'obligation Morgan Stanley Finance US61766YFA47 en USD 2.25%, échéance 28/05/2030

1 000 USD

10 000 000 USD

61766YFA4

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

28/05/2026 ( Dans 56 jours )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61766YFA47, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/05/2030

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61766YFA47, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61766YFA47, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp128794_424b2-ps4128.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Fixed Rate Step-Up Callable Notes due 2030

$10,000,000

$1,298.00

May 2020
Pricing Supplement No. 4,128
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 26, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
Fixed Rate Step-Up Callable Notes due 2030
Fully and Unconditionally Guaranteed by Morgan Stanley
As further described below, we, Morgan Stanley Finance LLC ("MSFL"), will redeem the notes on any semi-annual redemption
date, beginning on the initial redemption date, if and only if the output of a risk neutral valuation model on a business day
that is at least 6 business days prior to such redemption date, based on the inputs indicated in the call feature terms, indicates that
redeeming on such date is economically rational for us as compared to not redeeming on such date. Any redemption payment will
be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest thereon to but
excluding the redemption date. Subject to the call feature, interest will accrue and be payable on the notes semi-annually, in
arrears, at the interest rates specified in the table below.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of
your investment. These securities are not secured obligations and you will not have any security interest
in, or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Aggregate principal
amount:
$10,000,000
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
May 26, 2020
Original issue date:
May 28, 2020 (2 business days after the pricing date)
Maturity date:
May 28, 2030
Interest accrual date:
May 28, 2020
Payment at maturity:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid
interest
Interest rate:
From and including
To but excluding
Interest rate (per annum)

Original issue date
May 28, 2025
2.25%

May 28, 2025
May 28, 2028
2.50%

May 28, 2028
May 28, 2029
2.75%

May 28, 2029
Maturity date
3.00%
Interest payment period:
Semi-annually
Interest payment period
end dates:
Unadjusted
Interest payment dates:
Each May 28 and November 28, beginning November 28, 2020; provided that if any such
day is not a business day, that interest payment will be made on the next succeeding business
day and no adjustment will be made to any interest payment made on that succeeding business
day.
Day-count convention:
30/360 (Bond Basis). See "Additional Provisions--30/360 (Bond Basis)" below.
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Call feature:
Beginning on the initial redemption date, an early redemption, in whole but not in part, will occur
on a redemption date if and only if the output of a risk neutral valuation model on a business day
that is at least 6 business days prior to such redemption date, as selected by the calculation
agent (the "determination date"), taking as input: (i) prevailing reference market levels, volatilities
and correlations, as applicable and in each case as of the determination date and (ii) Morgan
Stanley's credit spreads as of the pricing date(s), indicates that redeeming on such date is
economically rational for us as compared to not redeeming on such date. Any redemption
payment will be at a redemption price equal to 100% of the principal amount to be redeemed,
plus accrued and unpaid interest thereon to but excluding the redemption date. If we call the
notes, we will give you notice at least 5 business days before the call date specified in the
notice. No further payments will be made on the redeemed notes once they have been
redeemed. See "The Notes."
Redemption percentage at
redemption date:
100% per note redeemed
Redemption dates:
Each May 28 and November 28, beginning on the initial redemption date.
Initial redemption date:
May 28, 2021
Specified currency:
U.S. dollars
No listing:
The notes will not be listed on any securities exchange.
Denominations:
$1,000 / $1,000
CUSIP:
61766YFA4
ISIN:
US61766YFA47
Book-entry or certificated Book-entry
note:
Business day:
New York
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Agent:
Morgan Stanley. See "Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest."
Calculation agent:
Morgan Stanley Capital Services LLC
Trustee:
The Bank of New York Mellon
Estimated value on the
pricing date:
$990.05 per note. See "The Notes" on page 2.
Commissions and issue
Price to public
Agent's commissions(1)
Proceeds to us(2)
price:
Per note
$1,000
$10
$990
Total
$10,000,000
$100,000
$9,900,000
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively
receive from the agent, MS & Co., a fixed sales commission of $10 for each note they sell. See "Supplemental Information Concerning Plan
of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying
prospectus supplement.
(2) See "Use of Proceeds and Hedging" on page 7.
The notes involve risks not associated with an investment in ordinary debt securities.
See "Risk Factors" beginning on page 4.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this pricing supplement or the accompanying prospectus supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should read this document together with the related prospectus supplement and prospectus,
each of which can be accessed via the hyperlinks below.
Prospectus Supplement dated November 16, 2017 Prospectus dated November 16, 2017
References to "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.
The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed
by, a bank.

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Morgan Stanley Finance LLC
Fixed Rate Step-Up Callable Notes due 2030
The Notes
The notes are debt securities of Morgan Stanley Finance LLC and are fully and unconditionally guaranteed by Morgan Stanley.
Interest on the notes will accrue and be payable on the notes semi-annually, in arrears, as follows:

From and including
To but excluding
Interest rate (per annum)
Original issue date
May 28, 2025
2.25%
May 28, 2025
May 28, 2028
2.50%
May 28, 2028
May 28, 2029
2.75%
May 28, 2029
Maturity date
3.00%
Beginning on the initial redemption date, an early redemption, in whole but not in part, will occur on a redemption date if and only if
the output of a risk neutral valuation model on a business day that is at least 6 business days prior to such redemption date, based
on the inputs indicated in the call feature terms, indicates that redeeming on such date is economically rational for us as compared
to not redeeming on such date. Any redemption payment will be at a redemption price equal to 100% of the principal amount to be
redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date. If we call the notes, we will give you
notice at least 5 business days before the call date specified in the notice. On or before the redemption date, we will deposit
with the trustee money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If
such money is so deposited, on and after the redemption date, interest will cease to accrue on the notes (unless we default in the
payment of the redemption price and accrued interest) and such notes will cease to be outstanding. We describe the basic features
of these notes in the sections of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities"
and prospectus supplement called "Description of Notes," subject to and as modified by the provisions described below. For
information regarding notices of redemption, see "Description of Debt Securities--Redemption and Repurchase of Debt Securities--
Notice of Redemption" in the accompanying prospectus. All payments on the notes are subject to our credit risk.
The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date
is less than the issue price. We estimate that the value of each note on the pricing date is $990.05.
What goes into the estimated value on the pricing date?
In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to interest rates. The estimated value of the notes is determined using our own pricing and valuation
models, market inputs and assumptions relating to volatility and other factors including current and expected interest rates, as well
as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed
rate debt trades in the secondary market.
What determines the economic terms of the notes?
In determining the economic terms of the notes, including the interest rate applicable to each interest payment period, 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 notes?
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The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates, 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, the costs of unwinding the related hedging transactions and other factors.
MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so
at any time.
Additional Provisions
30/360 (Bond Basis)
Notwithstanding the terms set forth under "Description of Debt Securities--Fixed Rate Debt Securities--How Interest Is Calculated"
in the accompanying prospectus, interest on the notes will be computed based on the number of days in the interest payment
period for which interest is being calculated divided by 360, calculated on a formula basis as follows:

where:
"Y1" is the year, expressed as a number, in which the first day of the interest payment period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest payment
period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest payment period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest
payment period falls;
"D1" is the first calendar day, expressed as a number, of the interest payment period, unless such number would be 31, in which
case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest payment period, unless
such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
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Morgan Stanley Finance LLC
Fixed Rate Step-Up Callable Notes due 2030
Risk Factors
The notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the most significant
risks relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus.
Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the suitability of
the notes in light of their particular circumstances.
The notes have early redemption risk. Beginning on the initial redemption date, an early redemption, in whole but not
in part, will occur on a redemption date if and only if the output of a risk neutral valuation model on a business day that is at
least 6 business days prior to such redemption date, based on the inputs indicated in the call feature terms, indicates that
redeeming on such date is economically rational for us as compared to not redeeming on such date. In accordance with the
risk neutral valuation model determination noted herein, it is more likely that the issuer will redeem the notes prior to their
stated maturity date to the extent that the interest payable on the notes is greater than the interest that would be payable on
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other instruments of the issuer of a comparable maturity, of comparable terms and of a comparable credit rating trading in the
market. If the notes are redeemed prior to their stated maturity date, you will receive no further interest payments on the
redeemed notes and may have to re-invest the proceeds in a lower interest rate environment.
Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
credit spreads may adversely affect the market value of the notes. Investors are dependent on our ability to pay
all amounts due on the notes on interest payment dates, on redemption dates and at maturity and therefore investors are
subject to our credit risk and to changes in the market's view of our creditworthiness. If we default on our obligations under the
notes, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the
notes prior to maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated
decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to
adversely affect the value of the notes.
As a finance subsidiary, MSFL has no independent operations and will 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 price at which the notes may be sold prior to maturity will depend on a number of factors and may
be substantially less than the amount for which they were originally purchased. Some of these factors
include, but are not limited to: (i) actual or anticipated changes in interest and yield rates, (ii) any actual or anticipated changes
in our credit ratings or credit spreads and (iii) time remaining to maturity. Generally, the longer the time remaining to maturity
and the more tailored the exposure, the more the market price of the notes will be affected by the other factors described in
the preceding sentence. This can lead to significant adverse changes in the market price of securities like the notes.
Depending on the actual or anticipated level of interest and yield rates, the market value of the notes is expected to decrease
and you may receive substantially less than 100% of the issue price if you are able to sell your notes prior to maturity.
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower
than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower
rate and the inclusion of costs associated with issuing, selling, structuring and hedging the notes in the
original issue price reduce the economic terms of the notes, cause the estimated value of the notes to
be less than the original issue price and will adversely affect secondary market prices. Assuming no
change in
May 2020
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Morgan Stanley Finance LLC
Fixed Rate Step-Up Callable Notes due 2030

market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., are willing to purchase
the notes 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, the costs of unwinding the related hedging
transactions as well as other factors.
The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

The estimated value of the notes is determined by reference to our pricing and valuation models, which
may differ from those of other dealers and is not a maximum or minimum secondary market price. 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
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value these types of securities, our models may yield a higher estimated value of the notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. 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
notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions.
The notes will not be listed on any securities exchange and secondary trading may be limited. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at any
time. 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 notes, 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 notes. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the notes easily. Since other broker-dealers may not participate significantly in the secondary market
for the notes, the price at which you may be able to trade your notes 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 notes, it is likely that there would be no
secondary market for the notes. Moreover, in accordance with the risk neutral valuation model determination noted herein, it is
less likely that the issuer will redeem the notes prior to their stated maturity date to the extent that the interest payable on the
notes is less than the interest that would be payable on other instruments of the issuer of a comparable maturity trading in the
market. Accordingly, you should be willing to hold your notes to maturity.
Morgan Stanley & Co. LLC, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, has
determined the estimated value on the pricing date. MS & Co. has determined the estimated value of the notes on
the pricing date.
Our affiliates may publish research that could affect the market value of the notes. They also expect to
hedge the issuer's obligations under the notes. One or more of our affiliates may, at present or in the future, publish
research reports with respect to movements in interest rates generally. This research is modified from time to time without
notice to you and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes.
Any of these activities may affect the market value of the notes. In addition, our affiliates expect to hedge the issuer's
obligations under the notes and they may realize a profit from that expected hedging activity even if investors do not receive a
favorable investment return under the terms of the notes or in any secondary market transaction.
The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make
determinations with respect to the notes. Any of these determinations made by the calculation agent may adversely
affect the payout to investors. Moreover, certain determinations made by the calculation agent may require it to exercise
discretion and make subjective judgments. These potentially subjective determinations may
May 2020
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Morgan Stanley Finance LLC
Fixed Rate Step-Up Callable Notes due 2030

adversely affect the payout to you on the notes. For further information regarding these types of determinations, see
"Description of Debt Securities--Fixed Rate Debt Securities" and related definitions in the accompanying prospectus.

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Fixed Rate Step-Up Callable Notes due 2030
Use of Proceeds and Hedging
The proceeds from the sale of the notes will be used by us for general corporate purposes. We will receive, in aggregate, $1,000
per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our hedging
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counterparty will reimburse the cost of the Agent's commissions. The costs of the notes borne by you and described on page 2
above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest
The agent may distribute the notes through Morgan Stanley Smith Barney LLC ("Morgan Stanley Wealth Management"), as
selected dealer, or other dealers, which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley
AG. Morgan Stanley Wealth Management, MSIP and Bank Morgan Stanley AG are affiliates of ours. Selected dealers, including
Morgan Stanley Wealth Management, and their financial advisors will collectively receive from the agent, Morgan Stanley & Co.
LLC, a fixed sales commission of $10 for each note they sell.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to
make a profit by selling, structuring and, when applicable, hedging the notes.
MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory
Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an
affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any
discretionary account.
Acceleration Amount in Case of an Event of Default
In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable
per note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the notes offered by this
pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt
Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such notes will be
valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of
good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of
the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision
of applicable law by limiting the amount of Morgan Stanley's obligation under the related guarantee. This opinion is given as of the
date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the
Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the notes and the validity, binding
nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel
dated November 16, 2017, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November
16, 2017.
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Morgan Stanley Finance LLC
Fixed Rate Step-Up Callable Notes due 2030
Tax Considerations
Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of
governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, it is more likely than not that the
notes will be treated as debt instruments issued without original issue discount ("OID") for U.S. federal income tax purposes. Based
on this treatment, solely for U.S. federal income tax purposes, we will presume that we will redeem the notes on or before the first
scheduled increase in the interest rate. If contrary to such presumption, we do not redeem the notes on or before the first
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scheduled increase in the interest rate, solely for purposes of the OID rules the notes will be deemed to be reissued at their
original issue price. We will then presume that we will redeem the notes on or before the next scheduled increase in the interest
rate, and the same analysis will apply to any subsequent scheduled increase in the interest rate. The rules governing short-term
debt instruments, as described in Treasury Regulation section 1.1272-1, may apply to notes deemed to be reissued if the term of
the deemed reissued notes (as determined under the applicable Treasury Regulations) is one year or less.
U.S. Holders should read the sections of the accompanying prospectus supplement entitled "United States Federal Taxation--Tax
Consequences to U.S. Holders--Backup Withholding and Information Reporting." Except where stated otherwise, the following
discussion is based on the treatment of the notes as described above.
Coupon Payments on the Notes
Each coupon payment on the notes will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received
in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.
Sale or Exchange of the Notes
Upon a sale or exchange of the notes, a U.S. Holder will recognize capital gain or loss equal to the difference between the amount
realized on the sale or exchange (other than any amount attributable to accrued interest, which will be treated as a payment of
interest) and the U.S. Holder's tax basis in the notes, which will equal the U.S. Holder's purchase price for the notes. The capital
gain or loss recognized upon a sale or exchange of the notes will be long-term capital gain or loss if the U.S. Holder has held the
notes for more than one year at the time of sale or exchange.
Possible Alternative Tax Treatment of an Investment in the Notes
Due to the absence of authorities that directly address the proper tax treatment of the notes, no assurance can be given that the
IRS will accept, or that a court will uphold, the treatment described above. In particular, the IRS could seek to analyze the U.S.
federal income tax consequences of owning the notes under Treasury regulations governing "contingent payment debt instruments"
(the "contingent debt regulations") as described in the section of the accompanying prospectus supplement called "United States
Federal Taxation?Tax Consequences to U.S. Holders--Contingent Payment Notes."
If you are a non-U.S. investor, please also read the section of the accompanying prospectus supplement
called "United States Federal Taxation--Tax Consequences to Non-U.S. Holders."
In addition, as discussed in the accompanying prospectus supplement, withholding rules commonly referred to as "FATCA" apply to
certain financial instruments (including the notes) with respect to payments of amounts treated as interest and to any payment of
gross proceeds of a disposition (including retirement) of such an instrument. However, recently proposed regulations (the preamble
to which specifies that taxpayers are permitted to rely on them pending finalization) eliminate the withholding requirement on
payments of gross proceeds of a taxable disposition (other than amounts treated as interest or other "fixed or determinable annual
or periodical" income).
You should consult your tax adviser regarding all aspects of the U.S. federal income tax consequences of
an investment in the notes (including the potential treatment of the notes as contingent payment debt
instruments), as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.
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Fixed Rate Step-Up Callable Notes due 2030
Where You Can Find More Information
MSFL and Morgan Stanley have filed a registration statement (including a prospectus, as supplemented by a prospectus
supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You
should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this
offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about MSFL, Morgan Stanley and
this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively,
MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the
https://www.sec.gov/Archives/edgar/data/895421/000095010320010156/dp128794_424b2-ps4128.htm[5/27/2020 2:30:19 PM]

prospectus supplement if you so request by calling toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site at.www.sec.gov as follows:
Prospectus Supplement dated November 16, 2017
Prospectus dated November 16, 2017
Terms used but not defined in this pricing supplement are defined in the prospectus supplement or in the prospectus.
May 2020
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Document Outline

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