Obligation Morgan Stanley Financial 0% ( US61769P6025 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61769P6025 ( en USD )

11/05/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769P6025 en USD 0%, échue

1 000 USD

8 685 000 USD

61769P602

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 émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769P6025, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/05/2023

424B2 1 dp128002_424b2-ps4080.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due 2023

$8,685,480

$1,127.38

M a y 2 0 2 0
Pricing Supplement No. 4,080
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 8, 2020
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due May 11, 2023

Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .

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

Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the
securities offer the opportunity for investors to earn a contingent quarterly coupon at an annual rate of 12.30%, but only with respect
to each determination date on which the determination closing price of the underlying stock is greater than or equal to 60% of the
initial share price, which we refer to as the downside threshold price. In addition, if the determination closing price of the underlying
stock is greater than or equal to the initial share price on any determination date, the securities will be automatically redeemed for an
amount per security equal to the stated principal amount and the contingent quarterly coupon. However, if the securities are not
automatically redeemed prior to maturity, the payment at maturity due on the securities will be as follows: (i) if the final share price is
greater than or equal to the downside threshold price, the stated principal amount and the contingent quarterly coupon with respect
to the final determination date, or (ii) if the final share price is less than the downside threshold price, investors will be exposed to
the decline in the underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 60% of the principal
amount of the securities and could be zero. Moreover, if on any determination date the determination closing price of the underlying
stock is less than the downside threshold price, you will not receive any contingent quarterly coupon for that quarterly period. As a
result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons and also the risk of receiving a
payment at maturity that is significantly less than the stated principal amount of the securities and could be zero. Ac c ordingly,
inve st ors c ould lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. The securities are for investors who are willing to
risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving
few or no contingent quarterly coupons over the 3-year term of the securities. Investors will not participate in any appreciation of the
underlying stock. The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally
guaranteed by Morgan Stanley. The securities are issued as part of MSFL's Series A Global Medium-Term Notes program.

All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in,
or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.

FI N AL T ERM S

I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying st oc k :
Netflix, Inc. common stock
Aggre ga t e princ ipa l a m ount :
$8,685,480
St a t e d princ ipa l a m ount :
$10 per security
I ssue pric e :
$10 per security
Pric ing da t e :
May 8, 2020
Origina l issue da t e :
May 13, 2020 (3 business days after the pricing date)
M a t urit y da t e :
May 11, 2023
Ea rly re de m pt ion:
If, on any of the first eleven determination dates, the determination closing price of the
underlying stock is greater than or equal to the initial share price, the securities will be
automatically redeemed for an early redemption payment on the third business day following
the related determination date. No further payments will be made on the securities once they
have been redeemed.
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Ea rly re de m pt ion pa ym e nt :
The early redemption payment will be an amount equal to (i) the stated principal amount plus
(ii) the contingent quarterly coupon with respect to the related determination date.
De t e rm ina t ion c losing pric e :
The closing price of the underlying stock on any determination date other than the final
determination date times the adjustment factor on such determination date.
Cont inge nt qua rt e rly c oupon:
·If, on any determination date, the determination closing price or the final share price, as
applicable, is greater than or equal to the downside threshold price, we will pay a contingent
quarterly coupon at an annual rate of 12.30% (corresponding to approximately $0.3075 per
quarter per security) on the related contingent payment date.
·If, on any determination date, the determination closing price or the final share price, as
applicable, is less than the downside threshold price, no contingent quarterly coupon will be
paid with respect to that determination date.
De t e rm ina t ion da t e s:
August 10, 2020, November 9, 2020, February 8, 2021, May 10, 2021, August 9, 2021,
November 8, 2021, February 8, 2022, May 9, 2022, August 8, 2022, November 8, 2022,
February 8, 2023 and May 8, 2023, subject to postponement for non-trading days and certain
market disruption events. We also refer to May 8, 2023 as the final determination date.
Cont inge nt pa ym e nt da t e s:
With respect to each determination date other than the final determination date, the third
business day after the related determination date. The payment of the contingent quarterly
coupon, if any, with respect to the final determination date will be made on the maturity date.
Pa ym e nt a t m a t urit y:
·If the final share price is greater than or (i) the stated principal amount plus (ii) the
e qua l t o the downside threshold price:
contingent quarterly coupon with respect to the
·If the final share price is less than the
final determination date

downside threshold price:
(i) the stated principal amount multiplied by (ii)
the share performance factor
Sha re pe rform a nc e fa c t or:
Final share price divided by the initial share price
Adjust m e nt fa c t or:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Dow nside t hre shold pric e :
$261.33, which is equal to 60% of the initial share price
I nit ia l sha re pric e :
$435.55, which is equal to the closing price of the underlying stock on the pricing date
Fina l sha re pric e :
The closing price of the underlying stock on the final determination date times the adjustment
factor on such date
CU SI P:
61769P602
I SI N :
US61769P6025
List ing:
The securities 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
$9.556 per security. See "Investment Summary" beginning on page 2.
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 a nd
Proc e e ds t o us(3)
fe e s
Pe r se c urit y
$10
$0.20(1)

$0.05(2)
$9.75
T ot a l
$8,685,480
$217,137
$8,468,343

(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the
agent, MS & Co., a fixed sales commission of $0.20 for each security 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.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.
(3) See "Use of proceeds and hedging" on page 19.

T he se c urit ie 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 7 .

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 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 se c urit ie 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 Se c urit ie s" a nd
"Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
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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 Aut o -Ca lla ble Se c urit ie 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

Contingent Income Auto-Callable Securities due May 11, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s

Principal at Risk Securities

The Contingent Income Auto-Callable Securities due May 11, 2023 Based on the Performance of the Common Stock of Netflix, Inc.,
which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly coupon at an annual rate of
12.30% with respect to each quarterly determination date on which the determination closing price or the final share price, as
applicable, is greater than or equal to 60% of the initial share price, which we refer to as the downside threshold price. It is possible
that the closing price of the underlying stock could remain below the downside threshold price for extended periods of time or even
throughout the term of the securities so that you may receive few or no contingent quarterly coupons. If the determination closing
price is greater than or equal to the initial share price on any of the first eleven determination dates, the securities will be
automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent quarterly coupon
with respect to the related determination date. If the securities have not previously been redeemed and the final share price is
greater than or equal to the downside threshold price, the payment at maturity will also be the sum of the stated principal amount
and the contingent quarterly coupon with respect to the related determination date. However, if the securities have not previously
been redeemed and the final share price is less than the downside threshold price, investors will be exposed to the decline in the
closing price of the underlying stock, as compared to the initial share price, on a 1-to-1 basis. In this case, the payment at maturity
will be less than 60% of the stated principal amount of the securities and could be zero. Investors in the securities must be willing to
accept the risk of losing their entire principal and also the risk of not receiving any contingent quarterly coupon. In addition, investors
will not participate in any appreciation of the underlying stock.

The original issue price of each security is $10. This price includes costs associated with issuing, selling, 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 $10. We
estimate that the value of each security on the pricing date is $9.556.

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 stock. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying stock, instruments based on the underlying
stock, 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 securities?

In determining the economic terms of the securities, including the contingent quarterly coupon rate and the downside threshold price,
we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to
us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or
more of the economic terms of the securities would be more favorable to you.

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

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

May 2020
Page 2
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due May 11, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities offer investors an opportunity to earn a contingent quarterly coupon at an annual rate of 12.30% with respect to each
determination date on which the determination closing price or the final share price, as applicable, is greater than or equal to 60% of
the initial share price, which we refer to as the downside threshold price. The securities may be redeemed prior to maturity for the
stated principal amount per security plus the applicable contingent quarterly coupon, and the payment at maturity will vary depending
on the final share price, as follows:

Sc e na rio 1
On a ny of t he first e le ve n de t e rm ina t ion da t e s, t he de t e rm ina t ion c losing pric e is
greater than or equal to t he init ia l sha re pric e .

The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the
contingent quarterly coupon with respect to the related determination date.

Investors will not participate in any appreciation of the underlying stock from the initial share price.

Sc e na rio 2
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re
pric e is greater than or equal to t he dow nside t hre shold pric e .

The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent
quarterly coupon with respect to the final determination date.

Investors will not participate in any appreciation of the underlying stock from the initial share price.

Sc e na rio 3
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re
pric e is less than t he dow nside t hre shold pric e .

The payment due at maturity will be equal to (i) the stated principal amount multiplied by (ii) the
share performance factor. I nve st ors w ill lose a signific a nt port ion, a nd m a y lose a ll,
of t he ir princ ipa l in t his sc e na rio.

May 2020
Page 3
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due May 11, 2023
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Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing price and (2)
the final share price.

Dia gra m # 1 : First Ele ve n De t e rm ina t ion Da t e s

Dia gra m # 2 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

May 2020
Page 4
Morgan Stanley Finance LLC

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Contingent Income Auto-Callable Securities due May 11, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The below examples are based on the following terms:

Hypothetical Initial Share Price:
$420.00
Hypothetical Downside Threshold Price:
$252.00, which is 60% of the hypothetical initial share price
Hypothetical Adjustment Factor:
1.0
Contingent Quarterly Coupon:
12.30% per annum (corresponding to approximately $0.3075 per quarter per
security)1
Stated Principal Amount:
$10 per security
1 The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment
period, calculated on a 30/360 day count basis. The hypothetical contingent quarterly coupon of $0.3075 is used in these examples for ease of analysis.

In Examples 1 and 2, the closing price of the underlying stock fluctuates over the term of the securities and the determination closing
price of the underlying stock is greater than or equal to the hypothetical initial share price of $420.00 on one of the first eleven
determination dates. Because the determination closing price is greater than or equal to the initial share price on one of the first
eleven determination dates, the securities are automatically redeemed following the relevant determination date. In Examples 3 and
4, the determination closing price on the first eleven determination dates is less than the initial share price, and, consequently, the
securities are not automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1
Ex a m ple 2
De t e rm ina t ion
Hypothetical
Contingent
Early Redemption Hypothetical
Contingent
Early Redemption
Da t e s
Determination
Quarterly Coupon Amount*
Determination
Quarterly Coupon Amount
Closing Price
Closing Price
# 1
$155.50
$0
N/A
$260.00
$0.3075
N/A
# 2
$420.00
--*
$10.3075
$152.50
$0
N/A
# 3
N/A
N/A
N/A
$300.75
$0.3075
N/A
# 4
N/A
N/A
N/A
$166.00
$0
N/A
# 5
N/A
N/A
N/A
$315.45
$0.3075
N/A
# 6
N/A
N/A
N/A
$275.00
$0.3075
N/A
# 7
N/A
N/A
N/A
$200.75
$0
N/A
# 8
N/A
N/A
N/A
$380.00
$0.3075
N/A
# 9
N/A
N/A
N/A
$400.15
$0.3075
N/A
# 1 0
N/A
N/A
N/A
$504.00
--*
$10.3075
# 1 1
N/A
N/A
N/A
N/A
N/A
N/A
Fina l
De t e rm ina t ion
N/A
N/A
N/A
N/A
N/A
N/A
Da t e
* The Early Redemption Amount includes the unpaid contingent quarterly coupon with respect to the determination date on which the
determination closing price is greater than or equal to the initial share price and the securities are redeemed as a result.

In Example 1, the securities are automatically redeemed following the second determination date, as the determination closing
price on the second determination date is equal to the initial share price. You receive the early redemption payment, calculated as
follows:

stated principal amount + contingent quarterly coupon = $10.00 + $0.3075 = $10.3075

In this example, the early redemption feature limits the term of your investment to approximately 6 months, and you may not be able
to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent coupons.

In Example 2, the securities are automatically redeemed following the tenth determination date, as the determination closing
price on the tenth determination date is greater than the initial share price. As the determination closing prices on the first, third, fifth,
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sixth, eighth, ninth and tenth determination dates are greater than or equal to the downside threshold price, you receive the
contingent

May 2020
Page 5
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due May 11, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

coupon of $0.3075 with respect to each such determination date. Following the tenth determination date, you receive an early
redemption amount of $10.3075, which includes the contingent quarterly coupon with respect to the tenth determination date.

In this example, the early redemption feature limits the term of your investment to approximately 30 months, and you may not be
able to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent coupons.
Further, although the underlying stock has appreciated by 20% from its initial share price as of the tenth determination date, you
receive only $10.3075 per security and do not benefit from such appreciation.

Ex a m ple 3
Ex a m ple 4
De t e rm ina t ion
Hypothetical
Contingent
Early Redemption Hypothetical
Contingent
Early Redemption
Da t e s
Determination
Quarterly Coupon Amount*
Determination
Quarterly Coupon Amount
Closing Price /
Closing Price /
Final Share Price
Final Share Price
# 1
$207.50
$0
N/A
$171.50
$0
N/A
# 2
$200.00
$0
N/A
$170.25
$0
N/A
# 3
$215.65
$0
N/A
$180.25
$0
N/A
# 4
$205.00
$0
N/A
$195.00
$0
N/A
# 5
$190.00
$0
N/A
$198.75
$0
N/A
# 6
$185.75
$0
N/A
$200.50
$0
N/A
# 7
$182.85
$0
N/A
$215.00
$0
N/A
# 8
$175.95
$0
N/A
$208.45
$0
N/A
# 9
$170.00
$0
N/A
$220.85
$0
N/A
# 1 0
$173.50
$0
N/A
$225.65
$0
N/A
# 1 1
$168.30
$0
N/A
$240.95
$0
N/A
Fina l
De t e rm ina t ion
$168.00
$0
N/A
$357.00
--*
N/A
Da t e
Pa ym e nt a t
$ 4 .0 0
$ 1 0 .3 0 7 5
M a t urit y
*The final contingent quarterly coupon, if any, will be paid at maturity.

Examples 3 and 4 illustrate the payment at maturity per security based on the final share price.

In Example 3, the closing price of the underlying stock remains below the downside threshold price on every determination
date. As a result, you do not receive any contingent coupons during the term of the securities and, at maturity, you are fully exposed
to the decline in the closing price of the underlying stock. As the final share price is less than the downside threshold price, investors
will receive a payment at maturity equal to the stated principal amount multiplied by the share performance factor, calculated as
follows:

stated principal amount x share performance factor = $10.00 x ($168.00 / $420.00) = $4.00

In this example, the payment at maturity is significantly less than the stated principal amount.

In Example 4, the closing price of the underlying stock decreases to a final share price of $357.00. Although the final share
price is less than the initial share price, because the final share price is still not less than the downside threshold price, you receive
the stated principal amount plus a contingent quarterly coupon with respect to the final determination date. Your payment at maturity
is calculated as follows:
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$10.00 + $0.3075 = $10.3075

In this example, although the final share price represents a 15% decline from the initial share price, you receive the stated principal
amount per security plus the final contingent quarterly coupon, equal to a total payment of $10.3075 per security at maturity, because
the final share price is not less than the downside threshold price.

May 2020
Page 6
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due May 11, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
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 securities. For further discussion of these and
other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement and prospectus. You should
also consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary
debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the principal amount
at maturity. Instead, if the securities have not been automatically redeemed prior to maturity and if the final share price is less
than the downside threshold price, you will be exposed to the decline in the closing price of the underlying stock, as compared to
the initial share price, on a 1-to-1 basis and you will receive a payment that will be less than 60% of the stated principal amount
and could be zero.

You w ill not receive any contingent quarterly coupon for any quarterly period w here the determination
c losing pric e is le ss t ha n t he dow nside t hre shold pric e . A contingent quarterly coupon will be paid with respect to a
quarterly period only if the determination closing price is greater than or equal to the downside threshold price. If the
determination closing price remains below the downside threshold price on each determination date over the term of the
securities, you will not receive any contingent quarterly coupons.

The contingent quarterly coupon, if any, is based solely on the determination closing price or the final
sha re pric e , a s a pplic a ble . Whether the contingent quarterly coupon will be paid with respect to a determination date will
be based on the determination closing price or the final share price, as applicable. As a result, you will not know whether you
will receive the contingent quarterly coupon until the related determination date. Moreover, because the contingent quarterly
coupon is based solely on the determination closing price on a specific determination date or the final share price, as applicable,
if such determination closing price or final share price is less than the downside threshold price, you will not receive any
contingent quarterly coupon with respect to such determination date, even if the closing price of the underlying stock was higher
on other days during the term of the securities.

Investors w ill not participate in any appreciation in the price of the underlying stock. Investors will not
participate in any appreciation in the price of the underlying stock from the initial share price, and the return on the securities will
be limited to the contingent quarterly coupon, if any, that is paid with respect to each determination date on which the
determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold price. It is
possible that the closing price of the underlying stock could be below the downside threshold price on most or all of the
determination dates so that you will receive few or no contingent quarterly coupons. If you do not earn sufficient contingent
quarterly coupons over the term of the securities, the overall return on the securities may be less than the amount that would be
paid on a conventional debt security of ours of comparable maturity.

The automatic early redemption feature may limit the term of your investment to approximately three
m ont hs. I f t he se c urit ie 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 securities may be limited to as short as approximately three months by the
automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will receive no more
contingent quarterly coupons and may be forced to invest in a lower interest rate environment and may not be able to reinvest at
comparable terms or returns.

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The market price w ill be influenced by many unpredictable factors. Several factors will influence the value of the
securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the
secondary market. Although we expect that generally the closing price of the underlying stock on any day will affect the value of
the securities more than any other single factor, other factors that may influence the value of the securities include:

o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying stock,

o
whether the determination closing price has been below the downside threshold price on any determination date,

o
dividend rates on the underlying stock,

o
interest and yield rates in the market,

o
time remaining until the securities mature,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stock
and which may affect the final share price of the underlying stock,

o
the occurrence of certain events affecting the underlying stock that may or may not require an adjustment to the
adjustment factor, and

May 2020
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Morgan Stanley Finance LLC

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Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

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

The price of the underlying stock may be, and has recently been, volatile, and we can give you no assurance that the volatility
will lessen. See "Netflix, Inc. Overview" below. You may receive less, and possibly significantly less, than the stated principal
amount per security if you try to sell your securities prior to maturity.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
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 se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities on each contingent payment date, upon automatic redemption or 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 all of your investment. As a result, the market value of the securities 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 securities.

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.

Investing in the securities is not equivalent to investing in the common stock of Netflix, Inc. Investors in the
securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the
underlying stock. As a result, any return on the securities will not reflect the return you would realize if you actually owned shares
of the underlying stock and received the dividends paid or distributions made on them.

No affiliation w ith Netflix, Inc. Netflix, Inc. is not an affiliate of ours, is not involved with this offering in any way, and has
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no obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have not
made any due diligence inquiry with respect to Netflix, Inc. in connection with this offering.

We may engage in business w ith or involving Netflix, Inc. w ithout regard to your interests. We or our affiliates
may presently or from time to time engage in business with Netflix, Inc. without regard to your interests and thus may acquire
non-public information about Netflix, Inc. Neither we nor any of our affiliates undertakes to disclose any such information to you.
In addition, we or our affiliates from time to time have published and in the future may publish research reports with respect to
Netflix, Inc., which may or may not recommend that investors buy or hold the underlying stock.

The antidilution adjustments the calculation agent is required to make do not cover every corporate
e ve nt t ha t c ould a ffe c t t he unde rlying st oc k . MS & Co., as calculation agent, will adjust the adjustment factor for
certain corporate events affecting the underlying stock, such as stock splits, stock dividends and extraordinary dividends, and
certain other corporate actions involving the issuer of the underlying stock, such as mergers. However, the calculation agent will
not make an adjustment for every corporate event that can affect the underlying stock. For example, the calculation agent is not
required to make any adjustments if the issuer of the underlying stock or anyone else makes a partial tender or partial exchange
offer for the underlying stock, nor will adjustments be made following the final determination date. In addition, no adjustments will
be made for regular cash dividends, which are expected to reduce the price of the underlying stock by the amount of such
dividends. If an event occurs that does not require the calculation agent to adjust the adjustment factor, such as a regular cash
dividend, the market price of the securities and your return on the securities may be materially and adversely affected. For
example, if the record date for a regular cash dividend were to occur on or shortly before a determination date, this may
decrease the determination closing price to be less than the downside threshold price (resulting in no contingent quarterly
coupon being paid with respect to such date) or the final share price to be less than the downside threshold price (resulting in a
loss of a significant portion of all of your investment in the securities), materially and adversely affecting your return.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
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 will generally 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 will be able to resell the securities. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in
the secondary

May 2020
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Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due May 11, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of N e t flix , I nc .
Princ ipa l a t Risk Se c urit ie s

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 willing to transact. If, at 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 willing to hold your securities to maturity.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he se c urit ie 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 se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie 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 securities in secondary market transactions will likely be significantly lower than the original issue
price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included
in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit
spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other
factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate
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