Obligation Morgan Stanley Financial 0% ( US61769HAR66 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769HAR66 ( en USD )

05/06/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HAR66 en USD 0%, échue

1 000 USD

250 000 USD

61769HAR6

N/A

A1 ( Qualité moyenne supérieure )

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'instrument financier analysé est une obligation émise par Morgan Stanley Finance, une entité du groupe Morgan Stanley, institution financière mondiale de premier plan offrant une vaste gamme de services incluant la banque d'investissement, les titres, la gestion de patrimoine et la gestion d'actifs. Cette obligation, identifiée par le code ISIN US61769HAR66 et le code CUSIP 61769HAR6, a été émise aux États-Unis en dollars américains (USD) pour une taille totale de 250 000 USD, avec une taille minimale d'achat fixée à 1 000 USD. Affichant un taux d'intérêt de 0% et une fréquence de paiement bimensuelle (deux fois par an), elle était notée A1 par l'agence de notation Moody's. Ayant atteint sa date d'échéance le 5 juin 2024, cette obligation a été remboursée à 100% de sa valeur nominale sur le marché, confirmant sa maturité et le règlement intégral de son principal.

424B2 1 dp108047_424b2-ps1940.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Market-Linked Notes due 2024

$250,000

$30.30

M a y 2 0 1 9
Pricing Supplement No. 1,940
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 31, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
The notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The notes will pay no interest and will have the terms described in the accompanying prospectus supplement,
index supplement and prospectus, as supplemented and modified by this document. At maturity, we will pay per note the stated
principal amount of $1,000 plus a supplemental redemption amount, if any, based on the closing value of a basket of two indices
and an exchange-traded fund (ETF) on the determination date, subject to the maximum payment at maturity. These long-dated
notes are for investors who are concerned about principal risk but seek a return based on the performance of the basket
components, and who are willing to forgo current income and upside returns beyond the maximum payment at maturity in exchange
for the repayment of principal at maturity plus a supplemental redemption amount, if any. The notes 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 note
St a t e d princ ipa l a m ount : $1,000 per note
Aggre ga t e princ ipa l
$250,000
a m ount :
Pric ing da t e :
May 31, 2019
Origina l issue da t e :
June 5, 2019 (3 business days after the pricing date)
M a t urit y da t e :
June 5, 2024
I nt e re st :
None
I nit ia l
Ba sk e t
T ic k e r
ba sk e t
Ba sk e t :
Ba sk e t c om pone nt *
c om pone nt
M ult iplie r
sym bol*
c om pone nt
w e ight ing
va lue

The S&P 500® Index (the "SPX Index")
SPX
50%
2,752.06
0.018168209

The EURO STOXX 50® Index (the
SX5E
25%
3,280.43
0.007620952
"SX5E Index")
Shares of the iShares® MSCI

Emerging Markets ETF (the "EEM
EEM UP
25%
$40.71
0.614099730
Shares")
* Ticker symbols are being provided for reference purposes only. We refer to the SPX Index and the

SX5E Index, collectively, as the underlying indices, and the EEM Shares as the underlying shares or
the Fund and, together with the underlying indices, as the basket components.
Pa ym e nt a t m a t urit y:
The payment due at maturity per $1,000 stated principal amount will equal:
$1,000 + supplemental redemption amount, if any.
In no event will the payment at maturity be less than $1,000 per note or greater than the
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maximum payment at maturity.
Supple m e nt a l
(i) $1,000 times (ii) the basket percent change times (iii) the participation rate, provided that the
re de m pt ion a m ount :
supplemental redemption amount will not be less than $0 or greater than $750 per note
Pa rt ic ipa t ion ra t e :
100%
M a x im um pa ym e nt a t
$1,750 per note (175% of the stated principal amount)
m a t urit y:
Ba sk e t pe rc e nt c ha nge : (final basket closing value initial basket value) / initial basket value
List ing:
The notes will not be listed on any securities exchange.
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
$975.20 per note. See "Investment Summary" on page 3.
pric ing da t e :
Com m issions a nd issue
Age nt 's c om m issions a nd
pric e :
Pric e t o public (1)
fe e s (2)
Proc e e ds t o us(3)
Pe r not e
$1,000
$11.25
$988.75
T ot a l
$250,000
$2,812.50
$247,187.50
(1) The notes will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the notes that it purchases from us to an unaffiliated dealer at a price of $988.75 per note, for further sale to
certain fee-based advisory accounts at the price to public of $1,000 per note. MS & Co. will not receive a sales commission with respect to
the notes. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of
Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(3) See "Use of proceeds and hedging" on page 30.
T he not e 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 not e s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying prospe c t us 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 not e s a re not ba nk de posit 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, 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 prospe c t us 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 N ot e s" a nd "Addit iona l I nform a t ion About t he N ot e s" a t t he e nd of t his doc um e nt .
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the
context requires.
Prospe c t us Supple m e nt 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
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
Terms continued from previous page:
I nit ia l ba sk e t va lue :
The initial basket value is 100, which is equal to the sum of the products of (i) the initial basket
component value of each basket component, as set forth under "Basket--Initial basket component
value" above, and (ii) the multiplier for such basket component, as set forth under "Basket--
Multiplier" above.
Fina l ba sk e t c losing
The basket closing value on the determination date
va lue :
Ba sk e t c losing va lue :
On any date, the sum of the products of (i) the basket component closing value for each basket
component, and (ii) the multiplier for such basket component
Ba sk e t c om pone nt
On any day, the basket component closing value for each basket component shall be:
c losing va lue :
(i) in the case of each of the SPX Index and the SX5E Index, the index closing value of such
underlying index on such day; and
(ii) in the case of the EEM Shares, the closing price of one share of the EEM Shares on such day
times the adjustment factor on such day.
M ult iplie r:
The multiplier for each basket component was set on the pricing date so that each basket
component represents its applicable basket component weighting in the predetermined initial basket
value of 100. Each multiplier will remain constant for the term of the notes.
Adjust m e nt fa c t or:
With respect to the EEM Shares, 1.0, subject to adjustment in the event of certain events affecting
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the underlying shares. See "Additional Information About the Notes--Antidilution adjustments"
below.
De t e rm ina t ion da t e :
May 31, 2024, subject to postponement for non-index business days, non-trading days and certain
market disruption events.
CU SI P:
61769HAR6
I SI N :
US61769HAR66
May 2019
Page 2
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
Investment Summary

M a rk e t -Link e d N ot e s

The Market-Linked Notes due June 5, 2024 Based on the Value of a Basket Consisting of Two Indices and an Exchange-Traded
Fund (the "notes") offer the potential for a supplemental redemption amount at maturity based on the closing value of a basket of
two indices and an ETF on the determination date, subject to the maximum payment at maturity. The notes provide investors:

¦
an opportunity to gain upside exposure to any appreciation of the basket, subject to the maximum payment at maturity of
$1,750 per note (175% of the stated principal amount)

¦
the repayment of principal at maturity, subject to our creditworthiness

¦
no exposure to any decline of the final basket closing value below the initial basket value if the notes are held to maturity

At maturity, if the basket percent change is less than or equal to zero, you will receive the stated principal amount of $1,000 per
note, without any positive return on your investment. All payments on the notes, including the repayment of principal at maturity,
are subject to our credit risk.

M a t urit y:
5 years
Pa rt ic ipa t ion ra t e :
100%
M a x im um pa ym e nt a t m a t urit y:
$1,750 per note (175% of the stated principal amount)
I nt e re st :
None

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative.
Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

The original 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 $1,000. We
estimate that the value of each note on the pricing date is $975.20.

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 the basket components. The estimated value of the notes is determined using our own pricing and
valuation models, market inputs and assumptions relating to the basket components, instruments based on the basket components,
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 participation rate and the maximum payment at maturity, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of
the economic terms of the notes would be more favorable to you.
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What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to the basket components, 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

May 2019
Page 3
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
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 notes 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 notes in the secondary market,
absent changes in market conditions, including those related to the basket components, 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 notes, and, if it once chooses to make a market, may cease doing so
at any time.

May 2019
Page 4
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
K e y I nve st m e nt Ra t iona le

Market-Linked Notes offer investors exposure to the performance of a basket composed of the S&P 500® Index, the EURO
STOXX 50® Index and the iShares® MSCI Emerging Markets ETF and provide for the repayment of principal at maturity. They are
for investors who are concerned about principal risk but seek a return based on the performance of the basket components, and
who are willing to forgo current income and upside beyond the maximum payment at maturity in exchange for the repayment of
principal at maturity plus a supplemental redemption amount, if any.

Re pa ym e nt of Princ ipa l
The notes offer investors 100% exposure to any positive performance of the basket up to the
maximum payment at maturity, while providing for the repayment of principal in full at maturity.
U pside Sc e na rio
The basket closing value on the determination date is greater than the initial basket value of 100,
and, at maturity, the notes pay the stated principal amount of $1,000 plus 100% of the positive
percent change from the initial basket value to the final basket closing value, subject to the
maximum payment at maturity of $1,750 per note (175% of the stated principal amount).
Pa r Sc e na rio
The final basket closing value is less than or equal to the initial basket value, and, at maturity, the
notes pay only the stated principal amount of $1,000.
May 2019
Page 5
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
Hypothetical Payout on the Notes

At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive the stated principal amount of $1,000
plus a supplemental redemption amount, if any, subject to the maximum payment at maturity. The supplemental redemption
amount will be calculated as follows:
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supplemental redemption amount
=
$1,000 x basket percent change x 100%
In no event will the supplemental redemption amount be less than zero or
greater than $750 per note.
where

basket percent change
=
(final basket closing value initial basket value) / initial basket value
final basket closing value
=
the basket closing value on the determination date
maximum payment at maturity
=
$1,750 per note (175% of the stated principal amount)

In no event will the payment at maturity be less than the stated principal amount or greater than the maximum payment at maturity.

H ypot he t ic a l Pa ym e nt a t M a t urit y

The table below illustrates the payment at maturity for each note for a hypothetical range of basket percent changes and does not
cover the complete range of possible payouts at maturity. The table reflects the maximum payment at maturity of $1,750 per note,
the initial basket value of 100 and the participation rate of 100%.

May 2019
Page 6
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
Ba sk e t
St a t e d
Fina l ba sk e t
Pa rt ic ipa t ion
Supple m e nt a l
Pa ym e nt a t
Re t urn on $ 1 ,0 0 0
pe rc e nt
princ ipa l
c losing va lue
ra t e
re de m pt ion a m ount
m a t urit y
not e
c ha nge
a m ount
100.00%
200.00
$1,000
100%
$750
$1,750.00
75.00%
90.00%
190.00
$1,000
100%
$750
$1,750.00
75.00%
80.00%
180.00
$1,000
100%
$750
$1,750.00
75.00%
7 5 .0 0 %
1 7 5 .0 0
$ 1 ,0 0 0
1 0 0 %
$ 7 5 0
$ 1 ,7 5 0 .0 0
7 5 .0 0 %
70.00%
170.00
$1,000
100%
$700
$1,700.00
70.00%
60.00%
160.00
$1,000
100%
$600
$1,600.00
60.00%
50.00%
150.00
$1,000
100%
$500
$1,500.00
50.00%
40.00%
140.00
$1,000
100%
$400
$1,400.00
40.00%
30.00%
130.00
$1,000
100%
$300
$1,300.00
30.00%
20.00%
120.00
$1,000
100%
$200
$1,200.00
20.00%
10.00%
110.00
$1,000
100%
$100
$1,100.00
10.00%
0 .0 0 %
1 0 0 .0 0
$ 1 ,0 0 0
N /A
$ 0
$ 1 ,0 0 0
0 .0 0 %
10.00%
90.00
$1,000
N/A
$0
$1,000
0.00%
20.00%
80.00
$1,000
N/A
$0
$1,000
0.00%
30.00%
70.00
$1,000
N/A
$0
$1,000
0.00%
40.00%
60.00
$1,000
N/A
$0
$1,000
0.00%
50.00%
50.00
$1,000
N/A
$0
$1,000
0.00%
60.00%
40.00
$1,000
N/A
$0
$1,000
0.00%
70.00%
30.00
$1,000
N/A
$0
$1,000
0.00%
80.00%
20.00
$1,000
N/A
$0
$1,000
0.00%
90.00%
10.00
$1,000
N/A
$0
$1,000
0.00%
100.00%
0.00
$1,000
N/A
$0
$1,000
0.00%
May 2019
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Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
Risk Factors

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

¦
T he not e s do not pa y int e re st a nd m a y not pa y m ore t ha n t he st a t e d princ ipa l a m ount a t m a t urit y. If the
basket percent change is less than or equal to zero, you will receive only the stated principal amount of $1,000 for each note
you hold at maturity. As the notes do not pay any interest, if the final basket closing value is not sufficiently higher than the
initial basket value, the overall return on the notes (the effective yield to maturity) may be less than the amount that would be
paid on a conventional debt security of ours of comparable maturity. The notes have been designed for investors who are
willing to forgo market floating interest rates in exchange for a supplemental redemption amount, if any, based on the basket
closing value on the determination date.

¦
T he a ppre c ia t ion pot e nt ia l of t he not e s is lim it e d by t he m a x im um pa ym e nt a t m a t urit y. The appreciation
potential of the notes is limited by the maximum payment at maturity of $1,750 per note, or 175.00% of the stated principal
amount. Because the payment at maturity will be limited to 175.00% of the stated principal amount for the notes, any increase
in the final basket closing value beyond approximately 175.00% of the initial basket value will not further increase the return on
the notes.

¦
Cha nge s in t he pric e s of t he ba sk e t c om pone nt s m a y offse t e a c h ot he r. Price movements in the basket
components may not correlate with each other. At a time when the price of one or more basket components increases, the
price of the other basket components may decline in value. Therefore, in calculating the payment at maturity, increases in the
price of one or more basket components may be moderated, or wholly offset, by declines in the price of the other basket
components.

¦
T he m a rk e t pric e of t he not e s w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. Se ve ra l fa c t ors, m a ny of
w hic h a re be yond our c ont rol, w ill influe nc e t he va lue of t he not e s in t he se c onda ry m a rk e t a nd t he
pric e a t w hic h M S & Co. m a y be w illing t o purc ha se or se ll t he not e s in t he se c onda ry m a rk e t , inc luding
t he va lue s of t he ba sk e t c om pone nt s a t a ny t im e , t he vola t ilit y (fre que nc y a nd m a gnit ude of c ha nge s in
va lue ) of t he ba sk e t c om pone nt s a nd t he c om pone nt st oc k s of t he ba sk e t c om pone nt s, t he divide nd
ra t e on t he c om pone nt st oc k s of t he ba sk e t c om pone nt s, t he oc c urre nc e of c e rt a in e ve nt s a ffe c t ing t he
unde rlying sha re s t ha t m a y or m a y not re quire a n a djust m e nt t o t he re spe c t ive a djust m e nt fa c t or,
int e re st a nd yie ld ra t e s in t he m a rk e t , t he t im e re m a ining unt il t he not e s m a t ure , geopolit ic a l c ondit ions
a nd e c onom ic , fina nc ia l, polit ic a l, re gula t ory or judic ia l e ve nt s t ha t a ffe c t t he ba sk e t c om pone nt s or
e quit ie s m a rk e t s ge ne ra lly a nd w hic h m a y a ffe c t t he c losing va lue s of t he ba sk e t c om pone nt s on t he
de t e rm ina t ion da t e , t he e x c ha nge ra t e s of t he U .S. dolla r re la t ive t o t he c urre nc ie s in w hic h t he st oc k s
c om prising t he EEM Sha re s t ra de a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s in our c re dit ra t ings or c re dit
spre a ds. Ge ne ra lly, t he longe r t he t im e re m a ining t o m a t urit y, t he m ore t he m a rk e t pric e of t he not e s
w ill be a ffe c t e d by t he ot he r fa c t ors de sc ribe d a bove . T he va lue s of t he ba sk e t c om pone nt s m a y be , a nd
ha ve re c e nt ly be e n, vola t ile , a nd w e c a n give you no a ssura nc e t ha t t he vola t ilit y w ill le sse n. Se e
"H ist oric a l I nform a t ion" be low . Y ou m a y re c e ive le ss, a nd possibly signific a nt ly le ss, t ha n t he st a t e d
princ ipa l a m ount pe r not e if you t ry t o se ll your not e s prior t o m a t urit y.

¦
T he not e s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. You are dependent on our ability to pay all
amounts due on the notes at maturity and therefore you are subject to our credit risk. The notes are not guaranteed by any
other entity. 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 market value of the notes.

May 2019
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Morgan Stanley Finance LLC
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Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
¦
As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s. 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,
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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.

¦
T he a m ount pa ya ble on t he not e s is not link e d t o t he va lue of t he ba sk e t c om pone nt s a t a ny t im e ot he r
t ha n t he de t e rm ina t ion da t e . The amount payable on the notes will be based on the basket closing value on the
determination date, subject to postponement for non-index business days, non-trading days and certain market disruption
events. Even if the value of the basket appreciates prior to the determination date but then drops by the determination date,
the payment at maturity may be less, and may be significantly less, than it would have been had the payment at maturity been
linked to the value of the basket prior to such drop. Although the actual value of the basket on the stated maturity date or at
other times during the term of the notes may be higher than the final basket closing value, the payment at maturity will be
based solely on the final basket closing value.

¦
T he re a re risk s a ssoc ia t e d w it h inve st m e nt s in se c urit ie s, suc h a s t he not e s, link e d t o t he va lue of
fore ign (a nd e spe c ia lly e m e rging m a rk e t s) e quit y se c urit ie s. The EURO STOXX 50® Index is linked to the value
of foreign equity securities, and the EEM Shares track the performance of the MSCI Emerging Markets IndexSM, which is
linked solely to the value of emerging markets equity securities. Investments in securities linked to the value of foreign equity
securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets,
governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally
less publicly available information about foreign companies than about U.S. companies that are subject to the reporting
requirements of the United States Securities and Exchange Commission, and foreign companies are subject to accounting,
auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The
prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those
countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local
securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such
countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product,
rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions between countries.

In addition, the stocks included in the MSCI Emerging Markets IndexSM and that are generally tracked by the EEM Shares
have been issued by companies in various emerging markets countries, which pose further risks in addition to the risks
associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable
governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the
repatriation of assets, and may have less protection of property rights than more developed countries. The economies of
countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.

¦
T he pric e s of t he EEM Sha re s a re subje c t t o c urre nc y e x c ha nge risk . Be c a use t he pric e s of t he EEM
Sha re s a re re la t e d t o t he U .S. dolla r va lue of st oc k s unde rlying t he MSCI Emerging Markets IndexSM, holde rs
of t he not e s w ill be e x pose d t o c urre nc y e x c ha nge ra t e risk w it h re spe c t t o e a c h of t he c urre nc ie s in
w hic h suc h c om pone nt se c urit ie s t ra de . Ex c ha nge ra t e m ove m e nt s for a pa rt ic ula r c urre nc y a re vola t ile
a nd a re t he re sult of num e rous fa c t ors inc luding t he supply of, a nd t he de m a nd for, t hose c urre nc ie s, a s
w e ll a s re le va nt gove rnm e nt

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Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
polic y, int e rve nt ion or a c t ions, but a re a lso influe nc e d signific a nt ly from t im e t o t im e by polit ic a l or
e c onom ic de ve lopm e nt s, a nd by m a c roe c onom ic fa c t ors a nd spe c ula t ive a c t ions re la t e d t o t he re le va nt
re gion. An inve st or's ne t e x posure w ill de pe nd on t he e x t e nt t o w hic h t he c urre nc ie s of t he c om pone nt
se c urit ie s st re ngt he n or w e a k e n a ga inst t he U .S. dolla r a nd t he re la t ive w e ight of e a c h c urre nc y. I f,
t a k ing int o a c c ount suc h w e ight ing, t he dolla r st re ngt he ns a ga inst t he c urre nc ie s of t he c om pone nt
se c urit ie s re pre se nt e d in t he MSCI Emerging Markets IndexSM, t he pric e of t he EEM Sha re s w ill be a dve rse ly
a ffe c t e d a nd t he pa ym e nt a t m a t urit y on t he not e s m a y be re duc e d.
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Of pa rt ic ula r im port a nc e t o pot e nt ia l c urre nc y e x c ha nge risk a re :

·
e x ist ing a nd e x pe c t e d ra t e s of infla t ion;

·
e x ist ing a nd e x pe c t e d int e re st ra t e le ve ls;

·
t he ba la nc e of pa ym e nt s be t w e e n c ount rie s; a nd

·
t he e x t e nt of gove rnm e nt a l surpluse s or de fic it s in t he re le va nt c ount rie s a nd t he U nit e d St a t e s.

All of t he se fa c t ors a re in t urn se nsit ive t o t he m one t a ry, fisc a l a nd t ra de polic ie s pursue d by t he
gove rnm e nt s of va rious c ount rie s re pre se nt e d in t he M SCI Em e rging M a rk e t s I nde x SM, t he U nit e d St a t e s
a nd ot he r c ount rie s im port a nt t o int e rna t iona l t ra de a nd fina nc e .

¦
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
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 not e 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 not e s, c a use t he e st im a t e d va lue of t he not e 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 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 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.

However, because the costs associated with issuing, selling, structuring and hedging the notes 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 notes in the
secondary market, absent changes in market conditions, including those related to the basket components, 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.

¦
T he e st im a t e d va lue of t he not e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, 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 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. See also "The market price of the notes will be influenced by many unpredictable factors" above.

May 2019
Page 10
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
¦
Adjust m e nt s t o a n unde rlying inde x c ould a dve rse ly a ffe c t t he va lue of t he not e s. The index publisher of
each underlying index may add, delete or substitute the stocks constituting such underlying index or make other methodological
changes that could change the value of such underlying index. The index publisher of an underlying index may discontinue or
suspend calculation or publication of such underlying index at any time. In these circumstances, the calculation agent will have
the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and is not precluded
from considering indices that are calculated and published by the calculation agent or any of its affiliates. I f t he c a lc ula t ion
a ge nt de t e rm ine s t ha t t he re is no a ppropria t e suc c e ssor inde x , t he pa ym e nt a t m a t urit y on t he not e s
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w ill be a n a m ount ba se d on t he c losing pric e s of t he se c urit ie s c om posing suc h unde rlying inde x a t t he
t im e of suc h disc ont inua nc e , w it hout re ba la nc ing or subst it ut ion, c om put e d by t he c a lc ula t ion a ge nt in
a c c orda nc e w it h t he form ula for c a lc ula t ing suc h unde rlying inde x la st in e ffe c t prior t o disc ont inua nc e
of suc h unde rlying inde x .

¦
Adjust m e nt s t o t he EEM Sha re s or t he inde x t ra c k e d by t he unde rlying sha re s c ould a dve rse ly a ffe c t t he
va lue of t he not e s. The investment adviser to the iShares® MSCI Emerging Markets ETF, BlackRock Fund Advisors (the
"Investment Adviser"), seeks investment results that correspond generally to the price and yield performance, before fees and
expenses, of the share underlying index. Pursuant to its investment strategy or otherwise, the Investment Advisor may add,
delete or substitute the stocks composing the iShares® MSCI Emerging Markets ETF. Any of these actions could adversely
affect the price of the underlying shares and, consequently, the value of the notes. MSCI Inc. ("MSCI") is responsible for
calculating and maintaining the share underlying index. MSCI may add, delete or substitute the stocks constituting the share
underlying index or make other methodological changes that could change the value of the share underlying index. MSCI may
discontinue or suspend calculation or publication of the share underlying index at any time. In these circumstances, the
calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued share
underlying index and is permitted to consider indices that are calculated and published by the calculation agent or any of its
affiliates. Any of these actions could adversely affect the value of the underlying shares, and consequently, the value of the
notes.

¦
T he pe rform a nc e a nd m a rk e t pric e of t he unde rlying sha re s, pa rt ic ula rly during pe riods of m a rk e t
vola t ilit y, m a y not c orre la t e w it h t he pe rform a nc e of t he sha re unde rlying inde x , t he pe rform a nc e of t he
c om pone nt se c urit ie s of t he sha re unde rlying inde x or t he ne t a sse t va lue pe r sha re of t he unde rlying
sha re s. The underlying shares do not fully replicate the share underlying index and may hold securities that are different than
those included in the share underlying index. In addition, the performance of the underlying shares will reflect additional
transaction costs and fees that are not included in the calculation of the share underlying index. All of these factors may lead
to a lack of correlation between the performance of the Fund and the share underlying index. In addition, corporate actions
(such as mergers and spin-offs) with respect to the equity securities underlying the underlying shares may impact the variance
between the performances of the Fund and the share underlying index. Finally, because the shares of the underlying shares
are traded on an exchange and are subject to market supply and investor demand, the market price of one share of the
underlying shares may differ from the net asset value per share of the underlying shares.

In particular, during periods of market volatility, or unusual trading activity, trading in the securities underlying the underlying
shares may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these
circumstances, the liquidity of the underlying shares may be adversely affected, market participants may be unable to calculate
accurately the net asset value per share of the underlying shares, and their ability to create and redeem shares of the
underlying shares may be disrupted. Under these circumstances, the market price of shares of the underlying shares may vary
substantially from the net asset value per share of the underlying shares or the level of the share underlying index.

For all of the foregoing reasons, the performance of the underlying shares may not correlate with the performance of the share
underlying index, the performance of the component securities of the share underlying index or the net asset value per share of
the underlying shares. Any of these events could materially and adversely affect the price of the shares of the underlying
shares and, therefore, the value of the notes. Additionally, if market volatility or these events were to occur on the
determination date, the calculation

May 2019
Page 11
Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to
occur, and such determination would affect the payment at maturity of the notes. If the calculation agent determines that no
market disruption event has taken place, the payment at maturity would be based on the published closing price per share of
the underlying shares on the determination date, even if the underlying shares are underperforming the share underlying index
or the component securities of the share underlying index and/or trading below the net asset value per share of the underlying
shares.

¦
T he a nt idilut ion a djust m e nt s t he c a lc ula t ion a ge nt is re quire d t o m a k e do not c ove r e ve ry e ve nt t ha t
c ould a ffe c t t he unde rlying sha re s. MS & Co., as calculation agent, will adjust the adjustment factor for certain events
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affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that can affect the
underlying shares. If an event occurs that does not require the calculation agent to adjust the adjustment factor, the market
price of the not e s may be materially and adversely affected.

¦
N ot e quiva le nt t o inve st ing in t he EEM Sha re s or t he st oc k s c om posing t he unde rlying indic e s or t he
sha re unde rlying inde x . I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he unde rlying indic e s or
t he ir re spe c t ive c om pone nt st oc k s, t he EEM Sha re s, t he sha re unde rlying inde x or t he st oc k s t ha t
c onst it ut e t he sha re unde rlying inde x . I nve st ors in t he not e s w ill not ha ve vot ing right s or right s t o
re c e ive divide nds or ot he r dist ribut ions or a ny ot he r right s w it h re spe c t t o t he EEM Sha re s, or t he
st oc k s t ha t c onst it ut e t he unde rlying indic e s or t he sha re unde rlying inde x .

¦
T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d. 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. Accordingly, you should be willing to hold your notes to maturity.

¦
T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of M orga n St a nle y a nd a n a ffilia t e of M SFL, w ill m a k e
de t e rm ina t ions w it h re spe c t t o t he not e s. As calculation agent, MS & Co. has determined the initial basket
component value and multiplier for each basket component, will determine the final basket closing value and the basket
percent change and will calculate the amount of cash you will receive at maturity. Moreover, certain determinations made by
MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as
with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or
calculation of the basket closing value in the event of a discontinuance of any share underlying index or a market disruption
event with respect to any basket component. These potentially subjective determinations may affect the payout to you at
maturity. For further information regarding these types of determinations, see "Additional Information About the Notes--
Additional Provisions--Calculation agent," "--Closing price," "--Market disruption event," "--Postponement of determination
date," "Discontinuance of an underlying index; alteration of method of calculation," "--Discontinuance of the EEM Shares and/or
the share underlying index; alteration of method of calculation," "--Alternate exchange calculation in case of an event of
default" and "--Antidilution adjustments" below. In addition, MS & Co. has determined the estimated value of the notes on the
pricing date.

¦
H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he not e s.
One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related
to the notes (and to other instruments linked to the basket components or the share underlying index), including trading in the
basket components and the component stocks of the basket components and in

May 2019
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Morgan Stanley Finance LLC
Market-Linked Notes due June 5, 2024
Ba se d on t he V a lue of a Ba sk e t Consist ing of T w o I ndic e s a nd a n Ex c ha nge -T ra de d Fund
other instruments related to the share underlying index. As a result, these entities may be unwinding or adjusting hedge
positions during the term of the notes, 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 basket components or the component
stocks of the basket components and other financial instruments related to the share underlying index on a regular basis as
part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing
date could have increased the initial basket component values, and, therefore, could have increased the values at or above
which the basket components must close on the determination date before an investor receives a payment at maturity that
exceeds the stated principal amount of the notes. Additionally, such hedging or trading activities during the term of the notes,
including on the determination date, could adversely affect the values of the basket components on such determination date,
and, accordingly, the amount of cash an investor will receive at maturity.

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