Obligation Morgan Stanley Financial 0% ( US61769HM360 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61769HM360 ( en USD )

27/11/2026

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HM360 en USD 0%, échéance 27/11/2026

1 000 USD

1 367 000 USD

61769HM36

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'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HM360, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/11/2026

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769HM360, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424B2 1 dp116410_424b2-ps2788.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Jump Notes with Auto-Callable Feature due
$1,367,000

$177.44
2026

N ove m be r 2 0 1 9
Pricing Supplement No. 2,788
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 22, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in Equities, Bonds and Alternative Investments
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
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 product supplement and
prospectus, as supplemented and modified by this document. The notes will be automatically redeemed if the index closing value
on any annual determination date is greater than or equal to the then-applicable redemption threshold level (which will increase
over the term of the notes), for an early redemption payment that will increase over the term of the notes and that will correspond
to a return of approximately 5.00% per annum, as described below. No further payments will be made on the notes once they have
been redeemed, and the investor will not participate in any appreciation of the underlying index if the notes are redeemed early. At
maturity, if the notes have not previously been redeemed and the final index value is greater than the initial index value, investors
will receive the state principal amount plus 1-to-1 upside performance of the underlying index. However, if the notes are not
automatically redeemed prior to maturity and the final index value is less than or equal to the initial index value, investors will
receive only the stated principal amount of their investment, without any positive return on the notes.
The Morgan Stanley MAP Trend Index (the "underlying index") was established by Morgan Stanley on March 7, 2017 and employs
a rules-based quantitative strategy (the "Index Methodology") that combines a risk-weighted approach to portfolio construction with
a momentum-based, or trend-following, asset allocation methodology to construct a notional portfolio. In addition, the strategy
imposes an overall volatility-targeting feature upon the resulting portfolio. The goal of the underlying index is to seek positive return
opportunities in different market environments based upon recent trends in the underlying assets. The investment assumption
underlying the allocation strategy is two-fold: that historical volatility of the underlying assets can be used to risk-weight a portfolio,
and that past trends are likely to continue to be a good indicator of the future performance of that portfolio
The components of the underlying index consist of (i) 20 U.S.-listed exchange traded funds ("ETFs"), representing U.S. and non-
U.S. equities, fixed income securities, commodities and real estate, and (ii) the Morgan Stanley Two Year Treasury Index
(collectively, the "Index Components"). The notional portfolio constructed by the Index Methodology of Index Components is
referred to as the "Asset Portfolio." The Asset Portfolio will consist of long-only positions in each Index Component, and each Index
Component except for the Morgan Stanley Two Year Treasury Index is subject to a maximum exposure cap. The targeted volatility
for the underlying index is 5% (the "Volatility Target").
The underlying index is rebalanced each Strategy Business Day (the "Daily Rebalancing"). Upon each Daily Rebalancing for the
underlying index, the Index Methodology uses the pre-assigned Risk Budget assigned to each ETF (as set forth under "Annex A
Morgan Stanley MAP Trend Index Index Components") and the volatility for each ETF to make initial base allocations. The Index
Methodology then calculates a signal based on the upward or downward trend of each ETF (the "Trend Signal"). The index
calculates each Trend Signal by observing two moving averages, one short-term and one long-term, over different look-back
periods for each respective ETF. A Trend Signal that converges toward one indicates an upward trend and a Trend Signal that
converges toward zero indicates a downward trend. Once the Trend Signal is calculated for each ETF, the previously determined
base allocations are scaled by the Trend Signal by allocating more upward-trending securities to the Asset Portfolio. The magnitude
of each position taken by the underlying index following the Trend Signal adjustment is then scaled to the Volatility Target based on
a pro-rata volatility-scaling that seeks to achieve a balanced level of volatility in the underlying index's exposure to each of the
ETFs.
The underlying index is calculated on an excess return basis, and therefore the level reflects the weighted return of the Asset
Portfolio reduced by the return on an equivalent cash investment receiving the 3-month LIBOR. The underlying index performance
is further reduced by a servicing cost of 0.85% per annum calculated on a daily basis. For more information, see "Annex A--
Morgan Stanley MAP Trend Index" beginning on page 29 and the "Risk Factors" beginning on page 9.
These long-dated notes are for investors who are concerned about principal risk but seek exposure to a multiple asset-linked
index, who are willing to accept that the underlying index's Volatility Target feature may reduce upside performance in bullish
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markets, and who are willing to forgo current income in exchange for the possibility of receiving an early redemption payment or
payment at maturity greater than the stated principal amount if the underlying index closes at or above the applicable redemption
threshold level or above the initial index value, as applicable, on an annual determination date. 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 not e 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 (see "Commissions and issue price" below)
St a t e d princ ipa l a m ount : $1,000 per note
Aggre ga t e princ ipa l
$1,367,000
a m ount :
Pric ing da t e :
November 22, 2019
Origina l issue da t e :
November 27, 2019 (3 business days after the pricing date)
M a t urit y da t e :
November 27, 2026
I nt e re st :
None
U nde rlying inde x :
Morgan Stanley MAP Trend Index
Ea rly re de m pt ion:
If, on any annual determination date (other than the final determination date), the index closing
value of the underlying index is gre a t e r t ha n or e qua l t o the then-applicable redemption
threshold level, the notes will be automatically redeemed for the applicable early redemption
payment on the related early redemption date. No further payments will be made on the notes
once they have been redeemed.
Ea rly re de m pt ion
The early redemption payment will be an amount in cash per stated principal amount
pa ym e nt :
(corresponding to a return of approximately 5.00% per annum) for each annual determination date,
as follows:

1st determination date: $1,050.00
5th determination date: $1,250.00
2nd determination date: $1,100.00
6th determination date: $1,300.00
3rd determination date: $1,150.00
4th determination date: $1,200.00

No further payments will be made on the notes once they have been redeemed.
Re de m pt ion t hre shold
1st determination date: 238.246, which is approximately 102.75% of the initial index value
le ve ls:
2nd determination date: 244.623, which is approximately 105.50% of the initial index value
3rd determination date: 250.999, which is approximately 108.25% of the initial index value
4th determination date: 257.376, which is approximately 111.00% of the initial index value
5th determination date: 263.752, which is approximately 113.75% of the initial index value
6th determination date: 270.129, which is approximately 116.50% of the initial index value
Pa ym e nt a t m a t urit y:
If the notes have not previously been redeemed, you will receive at maturity a cash payment as
follows:
· If the final index value is greater than the initial index value:
$1,000 + ($1,000 x index percent change)
· If the final index value is less than or equal to the initial index value:
$1,000
Est im a t e d va lue on t he
$943.80 per note. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
pric e :
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
Pe r not e
$1,000
$45
$955
T ot a l
$1,367,000
$61,515
$1,305,485
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $45
for each note they sell. MS & Co. will not receive a sales commission with respect to the notes. For additional information, see
"Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
(2) See "Use of proceeds and hedging" on page 26.
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 1 0 .
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
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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 produc t supple m e nt a nd prospe c t us is
t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he not e s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt a nd prospe c t us, e a c h of
w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he 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 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 Equit y-Link e d N ot e s da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r
1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
Terms continued from previous page:
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 :
231.87, which is the index closing value on the pricing date

Fina l inde x va lue :
The index closing value on the final determination date

De t e rm ina t ion da t e s:
1st determinationNovember 24, 2020

date:
2nd determination
November 22, 2021

date:
3rd determinationNovember 22, 2022

date:
4th determinationNovember 22, 2023

date:
5th determinationNovember 22, 2024

date:
6th determinationNovember 24, 2025

date:
Final determinationNovember 23, 2026

date:
The determination dates are subject to postponement for non-index business days and certain market
disruption events.
Ea rly re de m pt ion
The third business day following the relevant determination date

da t e s:
CU SI P:
61769HM36

I SI N :
US61769HM360

List ing:
The notes 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."

November 2019
Page 2
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
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Investment Summary

J um p N ot e s w it h Aut o -Ca lla ble Fe a t ure

The Jump Notes with Auto-Callable Feature due November 27, 2026 Based on the Value of the Morgan Stanley MAP Trend Index
(the "notes") provide investors:

¦
an opportunity to gain exposure to the Morgan Stanley MAP Trend Index

¦
the repayment of principal at maturity, subject to our credit risk

¦
the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal
amount if the underlying index closes at or above the applicable redemption threshold level or above the initial
index value, as applicable, on an annual determination date

¦
no exposure to any decline of the underlying index if the notes are held to maturity

At maturity, if the notes have not previously been redeemed and the underlying index has depreciated or has not appreciated at all,
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 any early redemption payment and the repayment of principal at maturity, are subject to our
credit risk.

M a t urit y:
7 years
I nt e re st :
None
Aut om a t ic e a rly
If, on any annual determination date, the index closing value of the underlying index is greater than or
re de m pt ion
equal to the applicable redemption threshold level, the notes will be automatically redeemed for the early
a nnua lly,
redemption payment on the related early redemption date. No further payments will be made on the notes
be ginning a ft e r
once they have been redeemed.
one ye a r:

· 1st determination date: November 24, 2020
· 2nd determinationNovember 22, 2021
date:
· 3rd determination date:November 22, 2022
· 4th determination date:November 22, 2023
· 5th determination date:November 22, 2024
· 6th determination date:November 24, 2025
Final determination date:
November 23, 2026
Re de m pt ion
· 1st determination date: 238.246, which is approximately 102.75% of the initial index value
t hre shold le ve ls:
· 2nd determination244.623, which is approximately 105.50% of the initial index value
date:
· 3rd determination date:250.999, which is approximately 108.25% of the initial index value
· 4th determination date:257.376, which is approximately 111.00% of the initial index value
· 5th determination date:263.752, which is approximately 113.75% of the initial index value
· 6th determination date:270.129, which is approximately 116.50% of the initial index value
Ea rly re de m pt ion
The early redemption payment will be an amount in cash per stated principal amount (corresponding to
pa ym e nt :
a return of approximately 5.00% per annum) for each annual determination date, as follows:

· 1st determination$1,050.00

date:
· 2nd determination$1,100.00
date:
· 3rd determination$1,150.00
date:
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· 4th determination$1,200.00
date:
· 5th determination$1,250.00
date:
· 6th determination$1,300.00
date:
Pa ym e nt a t
If the notes have not previously been redeemed, you will receive at maturity a cash payment as follows:
m a t urit y:
· If the final index value is greater than the initial index value:
$1,000 + ($1,000 x index percent change)
· If the final index value is less than or equal to the initial index value:
$1,000

November 2019
Page 3
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x

T he M orga n St a nle y M AP T re nd I nde x

The Morgan Stanley MAP Trend Index has been developed by and is calculated, published and maintained by Morgan Stanley &
Co. LLC. MAP stands for "Multi-Asset Portfolio." The underlying index employs a rules-based quantitative strategy that combines a
risk-weighted approach to portfolio construction with a momentum-based, or trend-following, asset allocation methodology to
construct a notional portfolio. In addition, the strategy imposes an overall volatility-targeting feature upon the resulting portfolio.

The goal of the underlying index is to maximize returns for a given level of risk based upon recent trends in the underlying assets.
The investment assumption underlying the allocation strategy is two-fold: that historical volatility of the underlying assets can be
used to risk-weight a portfolio, and that past trends are likely to continue to be a good indicator of the future performance of that
portfolio.

The components of the underlying index consist of (i) 20 U.S.-listed exchange traded funds ("ETFs"), representing U.S. and non-
U.S. equities, fixed income securities, commodities and real estate, and (ii) the Morgan Stanley Two Year Treasury Index. The
notional portfolio constructed by the Index Methodology of Index Components is referred to as the Asset Portfolio. The Asset
Portfolio will consist of long-only positions in each Index Component, and each Index Component except for the Morgan Stanley
Two Year Treasury Index is subject to a maximum exposure cap. The targeted volatility for the Index is 5%.

The underlying index is calculated on an excess return basis, and therefore the level is determined by the weighted return of the
Asset Portfolio reduced by the return on an equivalent cash investment receiving the 3-month LIBOR. The underlying index
performance is further reduced by a servicing cost of 0.85% per annum calculated on a daily basis.

The underlying index is rebalanced each Strategy Business Day. Upon each Daily Rebalancing for the underlying index, the Index
Methodology uses the pre-assigned Risk Budget assigned to each ETF and the volatility for each ETF to make initial base
allocations. The Index Methodology then calculates a signal based on the upward or downward trend of each ETF. The underlying
index calculates each Trend Signal by observing two moving averages, one short-term and one long-term, over different look-back
periods for each respective ETF. A Trend Signal that converges toward one indicates an upward trend and a Trend Signal that
converges toward zero indicates a downward trend. Once the Trend Signal is calculated for each ETF, the previously determined
base allocations are scaled by the Trend Signal by allocating more upward-trending securities to the Asset Portfolio. The magnitude
of each position taken by the underlying index following the Trend Signal adjustment is then scaled to the Volatility Target based on
a pro-rata volatility-scaling that seeks to achieve a balanced level of volatility in the underlying index's exposure to each of the
ETFs. Once the composition of the Asset Portfolio is determined, the index value is equivalent to the sum of each Index
Component's market price less the 3-month LIBOR excess return cost and the 0.85% per annum servicing cost.

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 $943.80.

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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 underlying index. The estimated value of the notes 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 notes?

In determining the economic terms of the notes, including the early redemption payment amounts and the applicable redemption
threshold levels, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore
advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate
were higher, one or more of the economic terms of the notes would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes 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

November 2019
Page 4
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x

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 notes are not fully deducted upon issuance, for a period of up to 12 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 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 notes, and, if it once chooses to make a market, may cease doing so
at any time.

November 2019
Page 5
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
K e y I nve st m e nt Ra t iona le

Jump Notes with Auto-Callable Feature offer investors potential returns based on the performance of the underlying index and
provide for the repayment of principal at maturity. They are for investors who are concerned about principal risk but seek exposure
to a multiple asset-linked index, who are willing to accept that the underlying index's volatility target feature may reduce upside
performance in bullish markets, and who are willing to forgo current income in exchange for the possibility of receiving an early
redemption payment or payment at maturity greater than the stated principal amount if the underlying index closes at or above the
applicable redemption threshold level or above the initial index value, as applicable, on an annual determination date.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the
payment at maturity (if the notes have not previously been redeemed) are calculated, and do not attempt to demonstrate every
situation that may occur.

Sc e na rio 1 : T he not e s a re
Starting on November 24, 2020, when the underlying index closes at or above the applicable
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re de e m e d prior t o m a t urit y
redemption threshold level on any annual determination date, the notes will be automatically
redeemed for the applicable early redemption payment on the related early redemption date,
corresponding to a return of approximately 5.00% per annum. Investors do not participate in
any appreciation of the underlying index.
Sc e na rio 2 : T he not e s a re
This scenario assumes that the underlying index closes below the applicable redemption
not re de e m e d prior t o
threshold level on each annual determination date. Consequently, the notes are not redeemed
m a t urit y, a nd inve st ors
prior to maturity. On the final determination date, the underlying index closes above the initial
re c e ive a posit ive re t urn a t
index value. At maturity, investors will receive the state principal amount plus 1-to-1 upside
m a t urit y
performance of the underlying index.
Sc e na rio 3 : T he not e s a re
This scenario assumes that the underlying index closes below the applicable redemption
not re de e m e d prior t o
threshold level on each annual determination date. Consequently, the notes are not redeemed
m a t urit y, a nd inve st ors
prior to maturity. On the final determination date, the underlying index closes at or below the
re c e ive t he st a t e d princ ipa l
initial index value. At maturity, investors will receive a cash payment equal to the stated
a m ount a t m a t urit y
principal amount of $1,000, without any positive return on the notes.

November 2019
Page 6
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due November 27, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x

Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether the notes are redeemed prior to maturity will be
determined by reference to the index closing value of the underlying index on each annual determination date, and the payment at
maturity, if the notes are not redeemed early, will be determined by reference to the index closing value on the final determination
date. The actual initial index value, redemption threshold levels and early redemption payment amounts are set forth on the cover
of this document. Some numbers appearing in the examples below have been rounded for ease of analysis. All payments on the
notes are subject to our credit risk. The below examples are based on the following terms:

Stated Principal Amount:
$1,000
Hypothetical Initial Index
200
Value:
Hypothetical Redemption
1st determination date: 205.50, which is 102.75% of the hypothetical initial index value
Threshold Levels:
2nd determination date: 211.00, which is 105.50% of the hypothetical initial index value
3rd determination date: 216.50, which is 108.25% of the hypothetical initial index value
4th determination date: 222.00, which is 111.00% of the hypothetical initial index value
5th determination date: 227.50, which is 113.75% of the hypothetical initial index value
6th determination date: 233.00, which is 116.50% of the hypothetical initial index value
Early Redemption Payment: The early redemption payment will be an amount in cash per stated principal amount (corresponding
to a return of approximately 5.00% per annum) for each annual determination date, as follows:

· 1st determination date: $1,050.00
· 2nd determination date: $1,100.00
· 3rd determination date: $1,150.00
· 4th determination date: $1,200.00
· 5th determination date: $1,250.00
· 6th determination date: $1,300.00

No further payments will be made on the notes once they have been redeemed.
Payment at Maturity:
If the notes have not previously been redeemed, you will receive at maturity a cash payment as
follows:
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· If the final index value is greater than the initial index value:
$1,000 + ($1,000 x index percent change)
· If the final index value is less than or equal to the initial index value:
$1,000

Aut om a t ic Ca ll:

Ex a m ple 1 -- t he not e s a re re de e m e d follow ing t he se c ond de t e rm ina t ion da t e (w hic h oc c urs in N ove m be r
2 0 2 1 )

Date
Index Closing Value
Payment (per note)
200 (below the applicable redemption threshold
1st Determination Date
--
level, notes are not redeemed)
280 (at or above the applicable redemption
2nd Determination Date
$1,100.00
threshold level, notes are automatically redeemed)

In this example, the index closing value on the first determination date is below the applicable redemption threshold level, and the
index closing value on the second determination date is at or above the applicable redemption threshold level. Therefore the notes
are automatically redeemed on the second early redemption date. Investors will receive $1,100.00 per note on the related early
redemption date, corresponding to an annual return of approximately 5.00%. No further payments will be made on the notes once
they have been redeemed, and investors do not participate in the appreciation of the underlying index.

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Pa ym e nt a t M a t urit y

In the following examples, the index closing value on each annual determination date is less than the applicable redemption
threshold level, and, consequently, the notes are not automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1 -- t he fina l inde x va lue is a bove t he init ia l inde x va lue

Date
Index Closing Value
Payment (per note)
190 (below the applicable redemption threshold level,
1st Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
2nd Determination Date
--
notes are not redeemed)
195 (below the applicable redemption threshold level,
3rd Determination Date
--
notes are not redeemed)
201 (below the applicable redemption threshold level,
4th Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
--
5th Determination Date
notes are not redeemed)
202 (below the applicable redemption threshold level,
--
6th Determination Date
notes are not redeemed)
= $1,000 + ($1,000 x index percent
change)
Final Determination Date
220 (above the initial index value)
= $1,000 + $100 = $1,100
Payment at maturity = $1,100

In this example, the index closing value is below the applicable redemption threshold level on each of the determination dates
before the final determination date, and therefore the notes are not redeemed prior to maturity. On the final determination date, the
underlying index has appreciated 10% from the hypothetical initial index value. At maturity, investors receive the stated principal
amount plus the product of the stated principal amount times the index percent change. Because the underlying index has
appreciated 10% from the hypothetical index value, the payment at maturity is $1,100 per note.
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Ex a m ple 2 -- t he fina l inde x va lue is a t or be low t he init ia l inde x va lue

Date
Index Closing Value
Payment (per note)
190 (below the applicable redemption threshold level,
1st Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
2nd Determination Date
--
notes are not redeemed)
195 (below the applicable redemption threshold level,
3rd Determination Date
--
notes are not redeemed)
201 (below the applicable redemption threshold level,
4th Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
5th Determination Date
--
notes are not redeemed)
202 (below the applicable redemption threshold level,
6th Determination Date
--
notes are not redeemed)
Final Determination Date
180 (at or below the initial index value)
Payment at maturity = $1,000

In this example, the index closing value is below the applicable redemption threshold level on each of the determination dates
before the final determination date, and therefore the notes are not redeemed prior to maturity. On the final determination date, the
final index value is at or below the initial index value, and accordingly, investors receive a payment at maturity equal to the stated
principal amount of $1,000 per note, without any positive return on the notes.

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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 product supplement and the 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 notes are not redeemed prior to maturity and the index percent change is less than or equal to
0%, 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 notes have not been automatically redeemed prior to maturity and the underlying index
does not appreciate sufficiently over the term of the notes, 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 the possibility of receiving an early redemption payment or payment at maturity greater than the
stated principal amount, based on the performance of the underlying index.

¦
I f t he not e s a re a ut om a t ic a lly re de e m e d prior t o m a t urit y, 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 fix e d e a rly re de m pt ion pa ym e nt spe c ifie d for e a c h of t he first six
a nnua l de t e rm ina t ion da t e s. If the notes are automatically redeemed following any annual determination
date, the appreciation potential of the notes is limited to the fixed early redemption payment specified for each
such determination date. No further payments will be made on the notes once they have been redeemed, and you
will not participate in any appreciation of the underlying index if the notes are redeemed early.

¦
T he a ut om a t ic e a rly re de m pt ion fe a t ure m a y lim it t he t e rm of your inve st m e nt t o a s short a s
a pprox im a t e ly one ye a r. I f t he not e s a re re de e m e d e a rly, you m a y not be a ble t o re inve st a t
c om pa ra ble t e rm s or re t urns. The term of your investment in the notes may be limited to as short as
approximately one year by the automatic early redemption feature of the notes. If the notes are redeemed prior to
maturity, you may be forced to invest in a lower interest rate environment and may not be able to reinvest at
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comparable terms or returns.

¦
T he re de m pt ion t hre shold le ve l inc re a se s progre ssive ly ove r t he t e rm of t he not e s. The notes
will be redeemed only if the index closing value of the underlying index increases from the initial index value to be
greater than or equal to the then-applicable redemption threshold level on one of the first six annual determination
dates. Even if the value of the underlying index appreciates over the term of the notes, it may not appreciate
sufficiently for the notes to be redeemed early (including because the redemption threshold level increases
progressively over the term of the notes).

¦
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. Several factors
will influence the value of the notes in the secondary market and the price at which MS & Co. may be willing to
purchase or sell the notes in the secondary market, including the value of the underlying index at any time, the
volatility (frequency and magnitude of changes in value) of the underlying index, dividend rate on the exchange
traded funds ("ETFs") underlying the index, interest and yield rates in the market, time remaining until the notes
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 notes 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 "Hypothetical Retrospective and Historical Information" below. You may receive less,
and possibly significantly less, than the stated principal amount per note if you try to sell your notes prior to
maturity.

¦
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

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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.

¦
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, 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 re a re risk s a ssoc ia t e d w it h t he unde rlying inde x .

¦
T he le ve l of t he unde rlying inde x c a n go dow n a s w e ll a s up. There can be no assurance that
the underlying index will achieve positive returns. The underlying index tracks the performance of a rules-
based investment methodology that selects a hypothetical portfolio of Underlying Assets to track. The
performance of the underlying index will depend on the performance of that hypothetical portfolio minus the
sum of the 3-month LIBOR and a servicing cost of 0.85% per annum. If the hypothetical portfolio declines
in value, the index value will also decline. Even if the hypothetical portfolio increases in value, the index
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