Obligation Morgan Stanley Financial 0% ( US61769HFJ95 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769HFJ95 ( en USD )

30/06/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HFJ95 en USD 0%, échue

1 000 USD

250 000 USD

61769HFJ9

N/A

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 US61769HFJ95 émise par Morgan Stanley Finance aux États-Unis, d'un montant total de 250 000 USD et d'une taille minimale d'achat de 1 000 USD, offre un taux d'intérêt de 0 %, avec une maturité fixée au 30/06/2025 et des paiements semestriels, son prix actuel sur le marché étant de 100 % en USD, sans notation Moody's.

424B2 1 dp108954_424b2-ps2091.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Buffered Performance Leveraged Upside Securities due 2025
$250,000

$30.30

J une 2 0 1 9
Pricing Supplement No. 2,091
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 25, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley.
The PLUS will pay no interest, provide a minimum payment at maturity of only 50% of the stated principal amount and have the terms
described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by this
document. At maturity, if the underlying index has a ppre c ia t e d in value, investors will receive the stated principal amount of their investment
plus moderately leveraged upside performance of the underlying index. However, if the underlying index has de pre c ia t e d in value, investors
will lose 0.50% for every 1% decline in the index value over the term of the securities. Under these circumstances, the payment at maturity will
be less than the stated principal amount. I nve st ors m a y lose up t o 5 0 % of t he st a t e d princ ipa l a m ount of t he PLU S. These
long-dated PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in
exchange for the moderate leverage feature. The PLUS 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 PLU 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
M a t urit y da t e :
June 30, 2025
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$250,000
a m ount :
Pa ym e nt a t m a t urit y pe r
If the final index value is greater than the initial index value:
PLU S:
$1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value:
$1,000 + ($1,000 × index percent change x 50%)
Under these circumstances, the payment at maturity will be less than or equal to the stated principal
amount of $1,000. However, under no circumstances will the PLUS pay less than $500 per PLUS at
maturity.
Le ve ra ge d upside pa ym e nt :
$1,000 × upside leverage factor × index percent change
I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
2,917.38, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
June 25, 2025, subject to postponement for non-index business days and certain market disruption
events
U pside le ve ra ge fa c t or:
115%
M inim um pa ym e nt a t
$500 per PLUS (50% of the stated principal amount)
m a t urit y:
St a t e d princ ipa l a m ount :
$1,000 per PLUS
I ssue pric e :
$1,000 per PLUS (see "Commissions and issue price" below)
Pric ing da t e :
June 25, 2019
Origina l issue da t e :
June 28, 2019 (3 business days after the pricing date)
CU SI P:
61769HFJ9
I SI N :
US61769HFJ95
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List ing:
The PLUS will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$946.10 per PLUS. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
pric e :
Pe r PLU S
$1,000
$46.42
$953.58
T ot a l
$250,000
$11,605
$238,395
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $46.42 for each
PLUS 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 for PLUS.
(2) See "Use of proceeds and hedging" on page 12.
T he PLU 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 5 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se
se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he PLU S a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or
a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he PLU S" a nd
"Addit iona l I nform a t ion About t he PLU 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 PLU S da t e d N ove m be r 1 6 , 2 0 1 7
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Pe rform a nc e Le ve ra ge d U pside Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The PLUS Based on the Value of the S&P 500® Index due June 30, 2025 (the "PLUS") can be used:

As an alternative to direct exposure to the underlying index that moderately enhances returns for any potential positive performance of the
underlying index

To moderately enhance returns and potentially outperform the underlying index in a bullish scenario, with no limitation on the appreciation
potential

To achieve similar levels of upside exposure to the underlying index as a direct investment while using fewer dollars by taking advantage of
the upside leverage factor.

The PLUS are exposed on a 0.50%-to-1.00% basis to any negative performance of the underlying index.

M a t urit y:
Approximately 6 years
U pside le ve ra ge
115% (applicable only if the final index value is greater than the initial index value)
fa c t or:
M inim um pa ym e nt a t $500 per PLUS. Investors may lose up to 50% of the stated principal amount of the PLUS.
m a t urit y:
Coupon:
None
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The original issue price of each PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the PLUS,
which are borne by you, and, consequently, the estimated value of the PLUS on the pricing date is less than $1,000. We estimate that the
value of each PLUS on the pricing date is $946.10.

What goes into the estimated value on the pricing date?

In valuing the PLUS on the pricing date, we take into account that the PLUS comprise both a debt component and a performance-based
component linked to the underlying index. The estimated value of the PLUS is determined using our own pricing and valuation models, market
inputs and assumptions relating to the underlying index, instruments based on the underlying index, 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 PLUS?

In determining the economic terms of the PLUS, including the upside leverage factor and the minimum payment at maturity, we use an internal
funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling,
structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the
PLUS 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 PLUS?

The price at which MS & Co. purchases the PLUS in the secondary market, absent changes in market conditions, including those related to the
underlying index, 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 PLUS 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 PLUS in the
secondary market, absent changes in market conditions, including those related to the underlying index, 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 PLUS, and, if it once chooses to make a market, may cease doing so at any time.

June 2019
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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The PLUS offer leveraged exposure to any potential positive performance of the S&P 500® Index. At maturity, if the underlying index has
appreciated moderately in value, investors will receive the stated principal amount of their investment plus moderately leveraged upside
performance of the underlying index. However, if the underlying index has depreciated in value, investors will lose 0.50% for every 1% decline
in the index value over the term of the securities. Under these circumstances, the payment at maturity will be less than the stated principal
amount. Investors may lose up to 50% of the stated principal amount of the PLUS. All payments on the PLUS are subject to our credit risk.

Le ve ra ge d
The PLUS offer investors an opportunity to capture moderately enhanced returns for any potential positive
Pe rform a nc e
performance relative to a direct investment in the underlying index.
U pside Sc e na rio
The underlying index increases in value, and, at maturity, the PLUS redeem for the stated principal amount
of $1,000 plus 115% of the index percent change.
Pa r Sc e na rio
The final index value is equal to the initial index value. In this case, you receive the stated principal amount
of $1,000 at maturity.
Dow nside Sc e na rio
The underlying index declines in value, and, at maturity, the PLUS redeem for less than the stated principal
amount by an amount reflecting 50% of the decline in the value of the underlying index over the term of the
PLUS. For example, if the final index value is 30% less than the initial index value, the PLUS will redeem at
maturity for a loss of 15% of principal at $850, or 85% of the stated principal amount. The minimum
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payment at maturity is $500 per PLUS.
June 2019
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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
How the PLUS Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the PLUS based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per PLUS
U pside le ve ra ge fa c t or:
115%
M inim um pa ym e nt a t m a t urit y:
$500 per PLUS

PLU S Pa yoff Dia gra m

H ow it w ork s

Upside Scenario. If the final index value is greater than the initial index value, investors will receive the $1,000 stated principal amount
plus 115% of the appreciation of the underlying index over the term of the PLUS.

If the underlying index appreciates 2%, the investor would receive a 2.30% return, or $1,023 per PLUS.

Par Scenario. If the final index value is equal to the initial index value, the investor would receive the $1,000 stated principal amount.

Dow nside Scenario. If the final index value is less than the initial index value, the investor would receive an amount that is less than
the $1,000 stated principal amount, based on a 0.50% loss of principal for each 1% decline in the underlying index. Under these
circumstances, the payment at maturity will be less than the stated principal amount per PLUS. The minimum payment at maturity is $500
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per PLUS.

If the underlying index depreciates 60%, the investor would lose 30% of the investor's principal and receive only $700 per PLUS at
maturity, or 70% of the stated principal amount.

June 2019
Page 4
Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 PLUS. For further discussion of these and other risks, you
should read the section entitled "Risk Factors" in the accompanying product supplement for PLUS, index supplement and prospectus. We also
urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the PLUS.

The PLUS do not pay interest and provide a minimum payment at maturity of only 50% of your principal. The terms of
the PLUS differ from those of ordinary debt securities in that the PLUS do not pay interest, and provide a minimum payment at maturity of
only 50% of the stated principal amount of the PLUS, subject to our credit risk. If the final index value is less than the initial index value,
the payout at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each PLUS by an amount reflecting
50% of the decline in the value of the underlying index over the term of the PLUS. Ac c ordingly, inve st ors m a y lose up t o 5 0 % of
t he st a t e d princ ipa l a m ount of t he PLU S.

The market price of the PLUS w ill be influenced by many unpredictable factors. Several factors, many of which are
beyond our control, will influence the value of the PLUS in the secondary market and the price at which MS & Co. may be willing to
purchase or sell the PLUS in the secondary market, including the value, volatility (frequency and magnitude of changes in value) and
dividend yield of the underlying index, interest and yield rates in the market, time remaining until the PLUS mature, geopolitical conditions
and economic, financial, political, regulatory or judicial events that affect the underlying index or equities markets generally and which may
affect the final index value of the underlying index and any actual or anticipated changes in our credit ratings or credit spreads. Generally,
the longer the time remaining to maturity, the more the market price of the PLUS will be affected by the other factors described above. The
value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See
"S&P 500® Index Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per PLUS if you
try to sell your PLUS prior to maturity.

The PLUS are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit
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 PLU S. You are dependent on our ability to pay all amounts due on the
PLUS at maturity and therefore you are subject to our credit risk. If we default on our obligations under the PLUS, your investment would
be at risk and you could lose some or all of your investment. As a result, the market value of the PLUS 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 PLUS.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a finance
subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent
assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan
Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have
recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should
accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of
other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

The amount payable on the PLUS is not linked to the value of the underlying index at any time other than the
va lua t ion da t e . The final index value will be based on the index closing value on the valuation date, subject to postponement for non-
index business days and certain market disruption events. Even if the value of the underlying index appreciates prior to the valuation date
but then drops by the valuation 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 underlying index prior to such drop. Although the actual value of the underlying index
on the stated maturity date or at other times during the term of the PLUS may be higher than the index closing value on the valuation date,
the payment at maturity will be based solely on the index closing value on the valuation date.

Investing in the PLUS is not equivalent to investing in the underlying index. Investing in the PLUS is not equivalent to
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investing in the underlying index or its component stocks. As an investor in the PLUS, you will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to stocks that constitute the underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the
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 PLU 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 PLU S, c a use t he e st im a t e d va lue of t he PLU 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 PLUS in secondary market transactions will
likely be

June 2019
Page 5
Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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 PLUS in the original issue price and the lower rate we are willing
to pay as issuer make the economic terms of the PLUS less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the PLUS 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 PLUS in the secondary market, absent
changes in market conditions, including those related to the underlying index, 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.

Adjustments to the underlying index could adversely affect the value of the PLUS. The underlying index publisher may
add, delete or substitute the stocks constituting the underlying index or make other methodological changes that could change the value of
the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the 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. If the calculation agent determines that there is no appropriate successor index, the payment at maturity on the PLUS
will be an amount based on the closing prices at maturity of the securities composing the underlying index at the time of such
discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance with the formula for calculating the
underlying index last in effect prior to discontinuance of the underlying index.

The estimated value of the PLUS is determined by reference to our pricing and valuation models, w hich may differ
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 PLUS than those generated by others, including other dealers in the market, if they attempted to value the
PLUS. 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 PLUS in the secondary market (if any exists) at any time. The value of your PLUS 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 of the PLUS will be influenced by many unpredictable factors" above.

The PLUS w ill not be listed on any securities exchange and secondary trading may be limited. The PLUS will not be
listed on any securities exchange. Therefore, there may be little or no secondary market for the PLUS. MS & Co. may, but is not obligated
to, make a market in the PLUS 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 PLUS,
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 PLUS. Even if there is a
secondary market, it may not provide enough liquidity to allow you to trade or sell the PLUS easily. Since other broker-dealers may not
participate significantly in the secondary market for the PLUS, the price at which you may be able to trade your PLUS 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 PLUS, it is likely
that there would be no secondary market for the PLUS. Accordingly, you should be willing to hold your PLUS to maturity.

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The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make determinations
w it h re spe c t t o t he PLU S . As calculation agent, MS & Co. has determined the initial index value, will determine the final index value
and will calculate the amount of cash you 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 final index value in the event of a
market disruption event or discontinuance of the underlying index. These potentially subjective determinations may adversely affect the
payout to you at maturity. For further information regarding these types of determinations, see "Description of PLUS--Postponement of
Valuation Date(s)" and "--Calculation Agent and Calculations" and related definitions in the accompanying product supplement. In addition,
MS & Co. has determined the estimated value of the PLUS on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the PLUS. 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 PLUS (and to

June 2019
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Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
other instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute the underlying index
as well as in other instruments related to the underlying index. As a result, these entities may be unwinding or adjusting hedge positions
during the term of the PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the
valuation date approaches. Some of our affiliates also trade the stocks that constitute the underlying index and other financial instruments
related to the 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 index value, and, therefore, could have increased the value
at or above which the underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in
the PLUS. Additionally, such hedging or trading activities during the term of the PLUS, including on the valuation date, could adversely
affect the value of the underlying index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity.

The U.S. federal income tax consequences of an investment in the PLUS are uncertain. Please read the discussion
under "Additional Information--Tax considerations" in this document and the discussion under "United States Federal Taxation" in the
accompanying product supplement for PLUS (together, the "Tax Disclosure Sections") concerning the U.S. federal income tax
consequences of an investment in the PLUS. If the Internal Revenue Service (the "IRS") were successful in asserting an alternative
treatment, the timing and character of income on the PLUS might differ significantly from the tax treatment described in the Tax Disclosure
Sections. There is a risk that the IRS may seek to treat all or a portion of the gain on the PLUS as ordinary income. Due to the large
minimum amount payable at maturity, there is a risk that the IRS could seek to recharacterize the PLUS as debt instruments. In that event,
U.S. Holders would be required to accrue into income original issue discount on the PLUS every year at a "comparable yield" determined at
the time of issuance and recognize all income and gain in respect of the PLUS as ordinary income. Additionally, as discussed under
"United States Federal Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules commonly referred to
as "FATCA" would apply to the PLUS if they were recharacterized as debt instruments. 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. We do not plan to request a ruling from the IRS regarding the tax treatment of the
PLUS, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.

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. The notice focuses in particular on whether to require holders of these instruments to
accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of
income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the
relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the
instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally
can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of
these issues could materially and adversely affect the tax consequences of an investment in the PLUS, possibly with retroactive
effect. 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 PLUS, including possible alternative treatments, the issues presented by this notice and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.

June 2019
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Morgan Stanley Finance LLC
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PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of 500
component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is
based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time as
compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through 1943. For
additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying index supplement.

Information as of market close on June 25, 2019:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,917.38
5 2 We e k s Ago:
2,717.07
5 2 We e k H igh (on 6 /2 0 /2 0 1 9 ):
2,954.18
5 2 We e k Low (on 1 2 /2 4 /2 0 1 8 ):
2,351.10

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1, 2014
through June 25, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the
underlying index for each quarter in the same period. The index closing value of the underlying index on June 25, 2019 was 2,917.38. We
obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The underlying
index has at times experienced periods of high volatility. You should not take the historical values of the underlying index as an indication of its
future performance, and no assurance can be given as to the index closing value of the underlying index on the valuation date.

S& P 5 0 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o J une 2 5 , 2 0 1 9

June 2019
Page 8
Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 4

First Quarter
1,878.04
1,741.89
1,872.34
Second Quarter
1,962.87
1,815.69
1,960.23
Third Quarter
2,011.36
1,909.57
1,972.29
Fourth Quarter
2,090.57
1,862.49
2,058.90
2 0 1 5

First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6

First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7

First Quarter
2,395.96
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8

First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter
2,925.51
2,351.10
2,506.85
2 0 1 9

First Quarter
2,854.88
2,447.89
2,834.40
Second Quarter (through June 25, 2019)
2,954.18
2,744.45
2,917.38

"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial Services
LLC. See "S&P 500® Index" in the accompanying index supplement.

June 2019
Page 9
Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the PLUS

Please read this information in conjunction with the summary terms on the front cover of this document.

Addit iona l T e rm s:

If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus,
the terms described herein shall control.
U nde rlying inde x publishe r:
S&P Dow Jones Indices LLC or any successor thereof
I nt e re st :
None
Bull m a rk e t or be a r m a rk e t
Bull market PLUS
PLU S:
Post pone m e nt of m a t urit y da t e : If the scheduled valuation date is not an index business day or if a market disruption event occurs on
that day so that the valuation date as postponed falls less than two business days prior to the scheduled
maturity date, the maturity date of the PLUS will be postponed to the second business day following that
valuation date as postponed.
De nom ina t ions:
$1,000 per PLUS and integral multiples thereof
T rust e e :
The Bank of New York Mellon
Ca lc ula t ion a ge nt :
MS & Co.
I ssue r not ic e t o re gist e re d
In the event that the maturity date is postponed due to postponement of the valuation date, the issuer
se c urit y holde rs, t he t rust e e
shall give notice of such postponement and, once it has been determined, of the date to which the
a nd t he de posit a ry:
maturity date has been rescheduled (i) to each registered holder of the PLUS by mailing notice of such
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postponement by first class mail, postage prepaid, to such registered holder's last address as it shall
appear upon the registry books, (ii) to the trustee by facsimile confirmed by mailing such notice to the
trustee by first class mail, postage prepaid, at its New York office and (iii) to The Depository Trust
Company (the "depositary") by telephone or facsimile confirmed by mailing such notice to the depositary
by first class mail, postage prepaid. Any notice that is mailed to a registered holder of the PLUS in the
manner herein provided shall be conclusively presumed to have been duly given to such registered
holder, whether or not such registered holder receives the notice. The issuer shall give such notice as
promptly as possible, and in no case later than (i) with respect to notice of postponement of the maturity
date, the business day immediately preceding the scheduled maturity date and (ii) with respect to notice
of the date to which the maturity date has been rescheduled, the business day immediately following the
actual valuation date for determining the final index value.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee and to
the depositary of the amount of cash to be delivered with respect to each stated principal amount of the
PLUS, on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date,
and (ii) deliver the aggregate cash amount due with respect to the PLUS to the trustee for delivery to the
depositary, as holder of the PLUS, on the maturity date.

June 2019
Page 10
Morgan Stanley Finance LLC
PLUS Based on the Value of the S&P 500® Index due June 30, 2025
Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Additional Information About the PLUS

Addit iona l I nform a t ion:
M inim um t ic k e t ing size :
$1,000 / 1 PLUS
T a x c onside ra t ions:
There is uncertainty regarding the U.S. federal income tax consequences of an investment in the PLUS
due to the lack of governing authority. We intend to treat a PLUS as a single financial contract that is
an "open transaction" for U.S. federal income tax purposes. In the opinion of our counsel, Davis Polk &
Wardwell LLP, this treatment of the PLUS is reasonable under current law; however, our counsel has
advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be
upheld, and that alternative treatments are possible.

Assuming this treatment of the PLUS is respected and subject to the discussion in "United States
Federal Taxation" in the accompanying product supplement for PLUS, the following U.S. federal income
tax consequences should result based on current law

A U.S. Holder should not be required to recognize taxable income over the term of the PLUS prior
to settlement, other than pursuant to a sale or exchange.

Upon sale, exchange or settlement of the PLUS, a U.S. Holder should recognize gain or loss equal
to the difference between the amount realized and the U.S. Holder's tax basis in the PLUS. Such
gain or loss should be long-term capital gain or loss if the investor has held the PLUS for more
than one year, and short-term capital gain or loss otherwise.

There is a risk that the Internal Revenue Service (the "IRS") may seek to treat all or a portion of the
gain on the PLUS as ordinary income. Due to the large minimum amount payable at maturity, there is a
substantial risk that the IRS could seek to recharacterize the PLUS as debt instruments. In that event,
U.S. Holders would be required to accrue into income original issue discount on the PLUS every year at
a "comparable yield" determined at the time of issuance and recognize all income and gain in respect of
the PLUS as ordinary income.

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. The notice focuses
in particular on whether to require holders of these instruments to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including the character of income
or loss with respect to these instruments; whether short-term instruments should be subject to any such
accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income
(including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax;
and whether these instruments are or should be subject to the "constructive ownership" rule, which very
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