Obligation Morgan Stanley Financial 0% ( US61769HUF09 ) en USD

Morgan Stanley Financial

138.9 % ▲

Etas-Unis

US61769HUF09 ( en USD )

03/10/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HUF09 en USD 0%, échue

1 000 USD

492 000 USD

61769HUF0

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 US61769HUF09 émise par Morgan Stanley Finance aux États-Unis, d'une taille totale de 492 000 USD avec une taille minimale d'achat de 1 000 USD, à un taux d'intérêt de 0%, est arrivée à échéance le 03/10/2024 et a été remboursée à 138,9% de sa valeur nominale, avec une fréquence de paiement de 2 et une notation Moody's de NR.

10/3/2019
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424B2 1 dp113954_424b2-ps2505.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Buffered Jump Securities due 2024

$492,000

$63.86

September 2019
Pricing Supplement No. 2,505
Registration Statement Nos. 333-221595; 333-221595-01
Dated September 30, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Dual Directional Buffered Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y
and unconditional y guaranteed by Morgan Stanley. The securities wil pay no interest, provide a minimum payment at maturity of only 20% of the stated principal
amount at maturity and have the terms described in the accompanying product supplement for Jump Securities, index supplement and prospectus, as supplemented
and modified by this document. If the final index value of each underlying index is greater than or equal to its respective initial index value, you wil receive for
each security that you hold at maturity a minimum of $330 per security in addition to the stated principal amount. If the worst performing underlying index
appreciates by more than 33% over the term of the securities, you wil receive for each security that you hold at maturity the stated principal amount plus an amount
based on the percentage increase of such worst performing underlying index. If the final index value of either underlying index is less than its respective initial index
value but the final index value of each underlying index is greater than or equal to its respective downside threshold value, investors wil receive the stated principal
amount of their investment plus an unleveraged positive return based on the absolute value of the performance of the worst performing underlying index, which wil
be effectively limited to a 20% return. However, if the final index value of either underlying index is less than 80% of its respective initial index value, meaning that
either underlying index has decreased from its initial index value by an amount greater than the buffer amount of 20%, you wil lose 1% of the stated principal
amount for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of only 20% of the stated principal
amount. Accordingly, you could lose up to 80% of your investment in the securities. Because the payment at maturity on the securities is based on the worst
performing of the underlying indices, a decline in either final index value below 80% of its respective initial index value wil result in a loss, and potential y a
significant loss, on your investment, even if the other underlying index has appreciated or has not declined as much. These long-dated securities are for investors
who seek an equity index-based return and who are wil ing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current
income in exchange for the upside payment, absolute return and buffer features that in each case apply to a limited range of performance of the worst performing
underlying index. The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes Program.
The securities differ from the Jump Securities described in the accompanying product supplement for Jump Securities in that the securities offer the potential for a
positive return at maturity if the worst performing underlying index depreciates by no more than 20%.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not
secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Issue price:
$1,000 per security
Stated principal amount:
$1,000 per security
Pricing date:
September 30, 2019
Original issue date:
October 3, 2019 (3 business days after the pricing date)
Maturity date:
October 3, 2024
Aggregate principal amount:
$492,000
Interest:
None
Underlying indices:
The S&P 500® Index (the "SPX Index") and the Russel 2000® Index (the "RTY Index")
Payment at maturity:
·
If the final index value of each underlying index is greater than or equal to its respective initial index value:
$1,000 + the greater of (i) $1,000 x the index percent change of the worst performing underlying index and (i ) the
upside payment
·
If the final index value of either underlying index is less than its respective initial index value but the final index value of
each underlying index is greater than or equal to its respective downside threshold value:
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)
·
If the final index value of either underlying index is less than its respective downside threshold value, meaning the
value of either underlying index has declined by more than the buffer amount of 20% from its respective initial index
value to its respective final index value:
$1,000 × (index performance factor of the worst performing underlying index + 20%)
Under these circumstances, the payment at maturity wil be less than the stated principal amount of $1,000. However,
under no circumstances wil the securities pay less than $200 per security at maturity.
Upside payment:
$330 per security (33% of the stated principal amount)
Index percent change:
With respect to each underlying index, (final index value - initial index value) / initial index value
Index performance factor:
With respect to each underlying index, final index value / initial index value
Absolute index return:
The absolute value of the index percent change. For example, a -5% index percent change wil result in a +5% absolute
index return.
Worst performing underlying
The underlying index with the lesser index performance factor
index:
Buffer amount:
20%. As a result of the buffer amount of 20%, the value at or above which each underlying index must close on the
valuation date so that investors do not suffer a loss on their initial investment in the securities is as fol ows:
With respect to the SPX Index, 2,381.392, which is 80% of the initial index value for such index
With respect to the RTY Index, 1,218.698, which is approximately 80% of the initial index value for such index
Downside threshold value:
With respect to the SPX Index, 2,381.392, which is 80% of the initial index value for such index
With respect to the RTY Index, 1,218.698, which is approximately 80% of the initial index value for such index
Minimum payment at maturity:
$200 per security (20% of the stated principal amount)
Initial index value:
With respect to the SPX Index, 2,976.74, which is the index closing value of such index on the pricing date
With respect to the RTY Index, 1,523.373, which is the index closing value of such index on the pricing date
Final index value:
With respect to each underlying index, the index closing value of such index on the valuation date
Valuation date:
September 30, 2024, subject to postponement for non-index business days and certain market disruption events
CUSIP / ISIN:
61769HUF0 / US61769HUF09
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Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing
$967.10 per security. See "Investment Summary" on page 2.
date:
Commissions and issue price:
Price to public(1)
Agent's commissions and fees
Proceeds to us(3)
(2)
Per security
$1,000
$11.25
$988.75
Total
$492,000
$5,535
$486,465
(1) The securities wil be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sel al of the securities that it purchases from us to an unaffiliated dealer at a price of $988.75 per security, for further sale to certain fee-
based advisory accounts at the price to public of $1,000 per security. MS & Co. wil not receive a sales commission with respect to the securities. For additional
information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement for Jump Securities.
(3) See "Use of proceeds and hedging" on page 19.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 8.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this
document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the
hyperlinks below. Please also see "Additional Terms of the Securities" and "Additional Information About the Securities" at the end of this document.
References to "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for Jump Securities dated November 16, 2017 Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
Investment Summary

Principal at Risk Securities

The Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russel 2000® Index due October 3,
2024 (the "securities") can be used:
§ As an alternative to direct exposure to the underlying indices that provides a minimum positive return of 33% if the final index value of each underlying index is
greater than or equal to its respective initial index value and offers uncapped 1-to-1 participation in the worst performing underlying index if the appreciation of
such underlying index is greater than 33%;

§ To potential y outperform the worst performing of the S&P 500® Index and the Russel 2000® Index in a moderately bul ish or moderately bearish scenario;

§ To obtain an unleveraged positive return for a limited range of negative performance of the worst performing underlying index

§ To obtain a buffer against a specified level of negative performance of the worst performing underlying index

If the final index value of either underlying index decreases in value by more than the buffer amount of 20%, the securities are exposed on a 1-to-1 basis to the
percentage decline of the final index value of the worst performing underlying index from its respective initial index value beyond the buffer amount. Accordingly,
investors may lose up to 80% of their investment.

Maturity:
5 years
Upside payment:
$330 per security (33% of the stated principal amount)
Downside threshold value:
For each underlying index, 80% of the respective initial index value
Buffer amount:
20%
Minimum payment at maturity:
$200 per security. You could lose up to 80% of the stated principal amount of the securities.
Interest:
None

The original issue price of each security is $1,000. This price includes costs associated with issuing, sel ing, structuring and hedging the securities, which are borne
by you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of each security on the pricing
date is $967.10.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to
the underlying indices. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to
the underlying indices, instruments based on the underlying indices, volatility and other factors including current and expected interest rates, as wel as an interest
rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the upside payment, the downside threshold values, the buffer amount 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,
sel ing, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would
be more favorable to you.

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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlying
indices, 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 wel 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, sel ing, structuring and hedging the securities are not ful y deducted upon issuance, for a period of up to 6 months fol owing the issue
date, to the extent that MS & Co. may buy or sel the securities in the secondary market, absent changes in market conditions, including those related to the
underlying indices, 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
wil also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.

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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
Key Investment Rationale

The securities do not pay interest but provide a minimum positive return of 33% if the final index value of each of the S&P 500® Index and the Russel 2000® Index
is greater than or equal to its respective initial index value and offer an uncapped 1-to-1 participation in the worst performing underlying index if the appreciation of
such underlying index is greater than 33%. However, if, as of the valuation date, the value of either underlying index is less than 80% of its respective initial index
value, investors wil lose 1% for every 1% decline in the worst performing underlying index beyond the specified buffer amount, subject to the minimum payment at
maturity of 20% of the stated principal amount. Investors may lose up to 80% of the stated principal amount of the securities. Al payments on the securities
are subject to our credit risk.

Absolute Return Feature
The securities enable investors to obtain an unleveraged positive return if the final index value of either underlying index is less
than its respective initial index value but the final index value of each underlying index is greater than or equal to 80% of its
respective initial index value.
Upside Scenario
If the final index value of each underlying index is greater than or equal to its respective initial index value, the payment at
maturity for each security wil be equal to $1,000 plus the greater of (i) $1,000 times the index percent change of the worst
performing underlying index and (i ) the upside payment of $330.
Absolute Return
The final index value of either underlying index is less than its respective initial index value but the final index value of each
Scenario
underlying index is greater than or equal to its respective downside threshold value. In this case, you receive a 1% positive return
on the securities for each 1% negative return on the worst performing underlying index. For example, if the final index value of the
worst performing underlying index is 10% less than its respective initial index value, the securities wil provide a total positive return
of 10% at maturity. The maximum return you may receive in this scenario is a positive 20% return at maturity.
Downside Scenario
If the final index value of either underlying index is less than 80% of its initial index value, you wil lose 1% for every 1% decline
in the value of the worst performing underlying index from its initial index value beyond the buffer amount of 20% (e.g., a 60%
depreciation in the worst performing underlying index from the respective initial index value to the respective final index value wil
result in a payment at maturity of $600 per security).

Because the payment at maturity of the securities is based on the worst performing of the underlying indices, a decline in either
underlying index below 80% of its respective initial index value wil result in a loss of some or a significant portion of your
investment, even if the other underlying index has appreciated or has not declined as much.
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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
Hypothetical Examples

The fol owing hypothetical examples il ustrate how to calculate the payment at maturity on the securities. The fol owing examples are for il ustrative purposes
only. The payment at maturity on the securities is subject to our credit risk. The below examples are based on the fol owing terms. The actual initial index values
and downside threshold values are set forth on the cover of this document.

Stated Principal Amount: $1,000 per security
Hypothetical Initial Index
With respect to the SPX Index: 2,500
Value:

With respect to the RTY Index: 1,400
Hypothetical Downside
With respect to the SPX Index: 2,000, which is 80% of its hypothetical initial index value
Threshold Value:

With respect to the RTY Index: 1,120, which is 80% of its hypothetical initial index value
Upside Payment:
$330 per security (33% of the stated principal amount)
Buffer amount:
20%
Interest:
None

EXAMPLE 1: Both underlying indices appreciate substantially, and investors therefore receive the stated principal amount plus a return reflecting the
index percent change of the worst performing underlying index.

Final index value

SPX Index: 4,000

RTY Index: 2,170
Index percent change

SPX Index: (4,000 2,500) / 2,500 = 60%
RTY Index: (2,170 1,400) / 1,400 = 55%
Index performance factor

SPX Index: 4,000 / 2,500 = 160%
RTY Index: 2,170 / 1,400 = 155%
Payment at maturity
=
$1,000 + ($1,000 x the index percent change of the worst performing underlying index)

=
$1,000 + $550

=
$1,550

In example 1, the final index value for the SPX Index has increased from its initial index value by 60%, and the final index value for the RTY Index has increased
from its initial index value by 55%. Because the final index value of each underlying index is at or above its respective initial index value, and the index percent
change of the worst performing underlying index is greater than the minimum positive return of 33%, investors receive at maturity the stated principal amount plus 1-
to-1 participation in the performance of the worst performing underlying index. Investors receive $1,550 per security at maturity.

EXAMPLE 2: The final index values of both underlying indices are at or above their respective initial index values but the worst performing underling
index has not appreciated by more than 33%, and investors therefore receive the stated principal amount plus the upside payment.

Final index value

SPX Index: 3,125

RTY Index: 1,680
Index percent change

SPX Index: (3,125 2,500) / 2,500 = 25%
RTY Index: (1,680 1,400) / 1,400 = 20%
Index performance factor

SPX Index: 3,125 / 2,500 = 125%
RTY Index: 1,680 / 1,400 = 120%
Payment at maturity
=
$1,000 + upside payment

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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities

=
$1,000 + $330

=
$1,330

In example 2, the final index value for the SPX Index has increased from its initial index value by 25%, and the final index value for the RTY Index has increased
from its initial index value by 20%. Because the final index value of each underlying index is at or above its respective initial index value, investors receive at
maturity the stated principal amount plus the upside payment of $330. Investors receive $1,330 per security at maturity.

EXAMPLE 3: The final index value of one underlying index is greater than its respective initial index value while the final index value of the other
underlying index is less than its respective initial index value but greater than its respective downside threshold value.

Final index value

SPX Index: 3,750

RTY Index: 1,190
Index percent change

SPX Index: (3,750 2,500) / 2,500 = 50%
RTY Index: (1,190 1,400) / 1,400 = -15%
Index performance factor

SPX Index: 3,750 / 2,500 = 150%
RTY Index: 1,190 / 1,400 = 85%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)

=
$1,000 + ($1,000 × 15%)

=
$1,150

In example 3, the final index value of the SPX Index is greater than its respective initial index value, while the final index value of the RTY Index is less than its
respective initial index value but greater than its respective downside threshold value. While the SPX Index has appreciated by 50%, the RTY index has declined by
15%. Therefore, investors receive at maturity the stated principal amount plus a return reflecting the absolute value of the performance of the worst performing
underlying index, which is the RTY Index in this example. Investors receive $1,150 per security at maturity. In this example, investors receive a positive return even
though one of the underlying indices declined in value by 15%, due to the absolute return feature of the securities and because neither underlying index declined
beyond its respective downside threshold value.

EXAMPLE 4: The final index value of one underlying index is greater than its respective initial index value while the final index value of the other
underlying index is less than its respective downside threshold value.

Final index value

SPX Index: 3,000

RTY Index: 630
Index percent change

SPX Index: (3,000 2,500) / 2,500 = 20%
RTY Index: (630 1,400) / 1,400 = -55%
Index performance factor

SPX Index: 3,000 / 2,500 = 120%
RTY Index: 630 / 1,400 = 45%
Payment at maturity
=
$1,000 × (index performance factor of the worst performing underlying index + 20%)

=
$1,000 × 65%

=
$650

In example 4, the final index value for the SPX Index has increased from its initial index value by 20%, and the final index value for the RTY Index has decreased
from its initial index value by 55%. Because one of the underlying indices has declined below its respective downside threshold value, investors do not receive the
upside payment and instead are exposed to the negative performance of the RTY Index, which is the worst performing underlying index in this example. Under
these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the worst performing underlying index from its initial index
value beyond the buffer amount of 20%. In this example, investors receive a payment at maturity equal to $650 per security.

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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
EXAMPLE 5: The final index value of each underlying index is less than its respective initial index value but is greater than its respective downside
threshold value.

Final index value

SPX Index: 2,125

RTY Index: 1,176
Index percent change

SPX Index: (2,125 2,500) / 2,500 = -15%
RTY Index: (1,176 1,400) / 1,400 = -16%
Index performance factor

SPX Index: 2,125 / 2,500 = 85%
RTY Index: 1,176 / 1,400 = 84%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing underlying index)

=
$1,000 + ($1,000 × 16%)

=
$1,160

In example 5, the final index value of each underlying index is less than its respective initial index value but is greater than its respective downside threshold
value. The SPX index has declined by 15% while the RTY Index has declined by 16%. Therefore, investors receive at maturity the stated principal amount plus a
return reflecting the absolute value of the performance of the worst performing underlying index, which is the RTY Index in this example. Investors receive $1,160
per security at maturity.

EXAMPLE 6: The final index values of both underlying indices are less than their respective downside threshold values. Investors are therefore exposed
to the full decline in the worst performing underlying index from its initial index value.

Final index value

SPX Index: 500

RTY Index: 560
Index percent change

SPX Index: (500 2,500) / 2,500 = -80%
RTY Index: (560 1,400) / 1,400 = -60%
Index performance factor

SPX Index: 500 / 2,500 = 20%
RTY Index: 560 / 1,400 = 40%
Payment at maturity
=
$1,000 × (index performance factor of the worst performing underlying index + 20%)

=
$1,000 × (20% + 20%)

=
$400

In example 6, the final index value for the SPX Index has decreased from its initial index value by 80%, and the final index value for the RTY Index has decreased
from its initial index value by 60%. Because one or more underlying indices have declined below their respective downside threshold values, investors do not
receive the upside payment and instead are exposed to the negative performance of the SPX Index, which is the worst performing underlying index in this example,
beyond the buffer amount. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the worst performing
underlying index from its initial index value beyond the buffer amount of 20%. In this example, investors receive a payment at maturity equal to $400 per security.

If the final index value of either of the underlying indices is less than its respective downside threshold value, you will receive an amount in cash that is
less than the $1,000 stated principal amount of each security by an amount proportionate to the full decline in the level of the worst performing
underlying index from its initial index value over the term of the securities beyond the buffer amount of 20%, and you will lose some, or up to 80%, of
your investment.

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Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the
section entitled "Risk Factors" in the accompanying product supplement, index supplement and prospectus. You should also consult with your investment, legal, tax,
accounting and other advisers in connection with your investment in the securities.
§ The securities do not pay interest and provide for the minimum payment at maturity of only 20% of your principal. The terms of the securities differ
from those of ordinary debt securities in that the securities do not pay interest and wil provide for a minimum payment at maturity of only 20% of the principal
amount of the securities at maturity. At maturity, you wil receive for each $1,000 stated principal amount of securities that you hold an amount in cash based
upon the final index value of each underlying index. If the final index value of either underlying index has declined by an amount greater than the buffer amount
of 20% from its initial index value, the absolute return feature wil no longer be available and the payment at maturity wil be an amount in cash that is less than
the stated principal amount of each security by an amount proportionate to the decline in the final index value of the worst performing underlying index from its
initial index value beyond the buffer amount of 20%. Accordingly, investors may lose up to 80% of the stated principal amount of the securities.

§ You are exposed to the price risk of both underlying indices. Your return on the securities is not linked to a basket consisting of both underlying
indices. Rather, it wil be based upon the independent performance of each underlying index. Unlike an instrument with a return linked to a basket of underlying
assets, in which risk is mitigated and diversified among al the components of the basket, you wil be exposed to the risks related to both underlying
indices. Poor performance by either underlying index over the term of the securities wil negatively affect your return and wil not be offset or mitigated by any
positive performance by the other underlying index. If the final index value of either underlying index declines to below 80% of its respective initial index value,
you wil lose some or a substantial portion of your investment, even if the other underlying index has appreciated or has not declined as much. Accordingly,
your investment is subject to the price risk of both underlying indices.

§ Because the securities are linked to the performance of the worst performing underlying index, you are exposed to greater risk of sustaining a loss
on your investment than if the securities were linked to just one underlying index. The risk that you wil suffer a loss on your investment is greater if you
invest in the securities as opposed to substantial y similar securities that are linked to the performance of just one underlying index. With two underlying indices,
it is more likely that the final index value of either underlying index wil decline to below 80% of its initial index value than if the securities were linked to only one
underlying index. Therefore, it is more likely that you wil suffer a loss on your investment.

§ The amount payable on the securities is not linked to the values of the underlying indices at any time other than the valuation date. The final index
values wil be the index closing values on the valuation date, subject to postponement for non-index business days and certain market disruption events. Even if
the value of the worst performing underlying index appreciates prior to the valuation date but then drops by the valuation date by an amount greater than the
buffer amount, the payment at maturity wil be significantly less than it would have been had the payment at maturity been linked to the value of the worst
performing underlying index prior to such drop. Although the actual value of the worst performing underlying index on the stated maturity date or at other times
during the term of the securities may be higher than its respective final index value, the payment at maturity wil be based solely on the index closing value of the
worst performing underlying index on the valuation date.

§ The securities will not be listed on any securities exchange and secondary trading may be limited. The securities wil not be listed on any securities
exchange. Therefore, there may be little or no secondary market for the securities. Morgan Stanley & Co. LLC, which we refer to as MS & Co., may, but is not
obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it wil
general y do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its
bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time
remaining to maturity and the likelihood that it wil be able to resel the securities. Even if there is a secondary market, it may not provide enough liquidity to
al ow you to trade or sel the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at
which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is wil ing to transact. If, at

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10/3/2019
https://www.sec.gov/Archives/edgar/data/895421/000095010319013509/dp113954_424b2-ps2505.htm
Morgan Stanley Finance LLC
Dual Directional Buffered Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000®
Index due October 3, 2024
Principal at Risk Securities
any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you
should be wil ing to hold your securities to maturity.

§ The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, wil influence
the value of the securities in the secondary market and the price at which MS & Co. may be wil ing to purchase or sel the securities in the secondary market,
including:

§ the values of the underlying indices at any time (including in relation to their initial index values),

§ the volatility (frequency and magnitude of changes in value) of the underlying indices,

§ dividend rates on the securities underlying the underlying indices,

§ interest and yield rates in the market,

§ geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying indices or
securities markets general y and which may affect the value of the underlying indices,

§ the time remaining until the maturity of the securities,

§ the composition of the underlying indices and changes in the constituent stocks of the underlying indices, and

§ any actual or anticipated changes in our credit ratings or credit spreads.

General y, the longer the time remaining to maturity, the more the market price of the securities wil be affected by the other factors described above. Some or
al of these factors wil influence the price you wil receive if you sel your securities prior to maturity. In particular, you may have to sel your securities at a
substantial discount from the stated principal amount if at the time of sale the value of either underlying index is near, at or below its respective downside
threshold value.

You cannot predict the future performance of the underlying indices based on their historical performance. If the final index value of either underlying index is
less than 80% of its respective initial index value, you wil be exposed on a 1-to-1 basis to the decline in the final index value of the worst performing underlying
index from its respective initial index value beyond the buffer amount. There can be no assurance that the final index value of each underlying index wil be
greater than or equal to 80% of its respective initial index value so that you wil receive at maturity an amount that is greater than the $1,000 stated principal
amount for each security you hold, or that you wil not lose some or a significant portion of your investment.

§ The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the
market value of the securities. You are dependent on our ability to pay al amounts due on the securities at maturity and therefore you are subject to our credit
risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or al of your investment. As a result, the
market value of the securities prior to maturity wil be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our
credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent
operations beyond the issuance and administration of its securities and wil 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 wil be limited to
those available under the related guarantee by Morgan Stanley and that guarantee wil rank pari passu with al other unsecured, unsubordinated obligations of
Morgan Stanley. Holders wil 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 rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary
market credit spreads and advantageous to us. Both the lower

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