Obligation Morgan Stanley Financial 0% ( US61770C3354 ) en USD

Morgan Stanley Financial

22.287 % ▼

Etas-Unis

US61770C3354 ( en USD )

0%

05/11/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770C3354 en USD 0%, échue

1 000 USD

17 835 000 USD

61770C335

N/A

NR

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.

Cet instrument financier est une obligation, identifiée par le code ISIN US61770C3354 et le code CUSIP 61770C335, émise par Morgan Stanley Finance, une entité clé de Morgan Stanley, groupe de services financiers de premier plan mondial dont l'origine d'émission est aux États-Unis. Actuellement cotée sur le marché à 22,287% de sa valeur nominale en USD, cette obligation est caractérisée par un taux d'intérêt de 0, indiquant une structure à coupon zéro où le rendement pour l'investisseur provient du gain en capital entre le prix d'achat et la valeur nominale remboursée à l'échéance du 5 novembre 2025. L'émission totale s'élève à 17 835 000 USD, avec une taille minimale d'achat fixée à 1 000 USD. Bien qu'une fréquence de paiement de 2 soit mentionnée, sa nature à coupon zéro signifie l'absence de versements périodiques d'intérêts. Enfin, cette obligation ne bénéficie pas d'une notation (NR) par l'agence Moody's, un élément pertinent pour l'évaluation du risque par les investisseurs.

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424B2 1 dp115440_424b2-ps2594.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Trigger Performance Leveraged Upside
$17,835,070

$2,314.99
Securities due 2025

October 2019
Pricing Supplement No. 2,594
Registration Statement Nos. 333-221595; 333-221595-01
Dated October 31, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y
guaranteed by Morgan Stanley. The Trigger PLUS wil pay no interest, do not guarantee any return of principal at maturity
and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. At maturity, if the underlying index has appreciated in value, investors wil
receive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the
underlying index depreciates in value but the final index value is greater than or equal to the trigger level, investors wil
receive the stated principal amount of their investment. However, if the underlying index has depreciated in value so that
the final index value is less than the trigger level, investors wil lose a significant portion or al of their investment, resulting
in a 1% loss for every 1% decline in the index value over the term of the Trigger PLUS. Under these circumstances, the
payment at maturity wil be less than 65% of the stated principal amount and could be zero. Accordingly, you may lose
your entire investment. These long-dated Trigger PLUS are for investors who seek an equity index-based return and who
are wil ing to risk their principal and forgo current income in exchange for the upside leverage feature and the limited
protection against loss that applies only if the final index value is greater than or equal to the trigger level. Investors may
lose their entire initial investment in the Trigger PLUS. These long-dated Trigger PLUS are notes issued as part of
MSFL's Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your
investment. These Trigger PLUS 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
Maturity date:
November 5, 2025
Underlying index:
S&P 500® Index
Aggregate principal amount:
$17,835,070
Payment at maturity per Trigger If the final index value is greater than the initial index value:
PLUS:
$10 + leveraged upside payment
If the final index value is less than or equal to the initial index value but is greater than or
equal to the trigger level:
$10
If the final index value is less than the trigger level:
$10 × index performance factor
Under these circumstances, the payment at maturity wil be less than the stated
principal amount of $10 and wil represent a loss of more than 35%, and possibly al , of
your investment.
Leveraged upside payment:
$10 × leverage factor × index percent increase
Index percent increase:
(final index value initial index value) / initial index value
Initial index value:
3,037.56, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Trigger level
1,974.414, which is 65% of the initial index value
Valuation date:
October 31, 2025, subject to postponement for non-index business days and certain
market disruption events
Leverage factor:
133.75%
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Index performance factor:
Final index value divided by the initial index value
Stated principal amount:
$10 per Trigger PLUS
Issue price:
$10 per Trigger PLUS (see "Commissions and issue price" below)
Pricing date:
October 31, 2019
Original issue date:
November 5, 2019 (3 business days after the pricing date)
CUSIP:
61770C335
ISIN:
US61770C3354
Listing:
The Trigger PLUS 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
$9.483 per Trigger PLUS. See "Investment Summary" beginning on page 2.
date:
Commissions and issue price:
Price to public
Agent's commissions and
Proceeds to us(3)
fees
Per Trigger PLUS
$10
$0.30(1)

$0.05(2)
$9.65
Total
$17,835,070
$624,227.45
$17,210,842.55
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors
wil col ectively receive from the agent, MS & Co., a fixed sales commission of $0.30 for each Trigger PLUS they sel .
See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan
of Distribution (Conflicts of Interest)" in the accompanying product supplement for PLUS.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for
each Trigger PLUS.
(3) See "Use of proceeds and hedging" on page 12.
The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 5.
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 Trigger PLUS 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 Trigger PLUS"
and "Additional Information About the Trigger PLUS" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.
Product Supplement for PLUS dated November 16, 2017 Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary
Trigger Performance Leveraged Upside Securities

Principal at Risk Securities

The Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025 (the "Trigger PLUS") can be used:
§ As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the
underlying index
§ To enhance returns and potentialy outperform the underlying index in a bulish scenario
§ To provide limited protection against a loss of principal in the event of a decline of the underlying index as of the
valuation date but only if the final index value is greater than or equal to the trigger level

Maturity:
6 years
Leverage factor:
133.75%
Trigger level:
65% of the initial index value
Minimum payment at
None. You could lose your entire initial investment in the Trigger PLUS.
maturity:
Coupon:
None

The original issue price of each Trigger PLUS is $10. This price includes costs associated with issuing, sel ing, structuring
and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on
the pricing date is less than $10. We estimate that the value of each Trigger PLUS on the pricing date is $9.483.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the Trigger PLUS, including the leverage factor and the trigger level, 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 Trigger PLUS would be more favorable to you.

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

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date,
because the secondary market price takes into account our secondary market credit spread as 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 Trigger PLUS 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 Trigger PLUS in the
secondary market, absent changes in market conditions, including those related to the underlying index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those
higher values wil also be reflected in your brokerage account statements.

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

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale

Trigger PLUS offer leveraged exposure to any positive performance of the underlying index. In exchange for the leverage
feature, investors are exposed to the risk of loss of a significant portion or al of their investment due to the trigger feature.
At maturity, an investor wil receive an amount in cash based upon the closing value of the underlying index on the
valuation date. The Trigger PLUS are unsecured obligations of ours, and al payments on the Trigger PLUS are subject to
our credit risk. Investors may lose their entire initial investment in the Trigger PLUS.

Leveraged Performance The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a
direct investment in the underlying index.
Trigger Feature
At maturity, even if the underlying index has declined over the term of the Trigger PLUS, you
wil receive your stated principal amount but only if the final index value is greater than or
equal to the trigger level.
Upside Scenario
The underlying index increases in value, and, at maturity, the Trigger PLUS redeem for the
stated principal amount of $10 plus 133.75% of the index percent increase.
Par Scenario
The final index value is less than or equal to the initial index value but is greater than or equal
to the trigger level. In this case, you receive the stated principal amount of $10 at maturity
even though the underlying index has depreciated.
Downside Scenario
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for
at least 35% less than the stated principal amount, and this decrease wil be by an amount
proportionate to the ful decline in the value of the underlying index over the term of the Trigger
PLUS.
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How the Trigger PLUS Work

Payoff Diagram

The payoff diagram below il ustrates the payment at maturity on the Trigger PLUS based on the fol owing terms:

Stated principal amount:
$10 per Trigger PLUS
Leverage factor:
133.75%
Trigger level:
65% of the initial index value
Minimum payment at maturity:
None

Trigger PLUS Payoff Diagram
-- The underlying index
-- The Trigger PLUS

How it works
§ Upside Scenario. If the final index value is greater than the initial index value, investors wil receive the $10 stated
principal amount plus 133.75% of the appreciation of the underlying index over the term of the Trigger PLUS.

§ If the underlying index appreciates 2%, the investor would receive a 2.675% return, or $10.2675 per Trigger PLUS.
§ Par Scenario. If the final index value is less than or equal to the initial index value but is greater than or equal to the
trigger level, investors wil receive the $10 stated principal amount.

§ If the underlying index depreciates 25%, investors wil receive the $10 stated principal amount.
§ Downside Scenario. If the final index value is less than the trigger level, investors wil receive an amount significantly
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less than the $10 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.

§ If the underlying index depreciates 50%, investors wil lose 50% of their principal and receive only $5 per Trigger
PLUS at maturity, or 50% of the stated principal amount.

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for
PLUS, index supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other
advisers in connection with your investment in the Trigger PLUS.
§ The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ
from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of any
principal at maturity. If the final index value is less than the trigger level (which is 65% of the initial index value), the
payout at maturity wil be an amount in cash that is at least 35% less than the $10 stated principal amount of each
Trigger PLUS, and this decrease wil be by an amount proportionate to the ful decrease in the value of the underlying
index. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.
§ The market price of the Trigger PLUS will be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the Trigger PLUS in the secondary market and the price at
which MS & Co. may be wil ing to purchase or sel the Trigger PLUS in the secondary market, including the value,
volatility (frequency and magnitude of changes in value) and dividend yield of the underlying index, interest and yield
rates in the market, time remaining until the Trigger PLUS mature, geopolitical conditions and economic, financial,
political, regulatory or judicial events that affect the underlying index or equities markets general y 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. General y, the longer the time remaining to maturity, the more the market price of the Trigger PLUS wil 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 wil lessen. See "S&P 500® Index Overview" below. You
may receive less, and possibly significantly less, than the stated principal amount per Trigger PLUS if you try to sel
your Trigger PLUS prior to maturity.
§ The Trigger PLUS 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 Trigger PLUS. You are dependent on our ability to
pay al amounts due on the Trigger PLUS at maturity and therefore you are subject to our credit risk. If we default on
our obligations under the Trigger PLUS, your investment would be at risk and you could lose some or al of your
investment. As a result, the market value of the Trigger PLUS 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 Trigger
PLUS.
§ 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 amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time other
than the valuation date. The final index value wil be based on the index closing value on the valuation date, subject
to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity wil be less,
and may be significantly less, than it would have been had the payment at maturity been linked to the value of the
underlying index prior to such drop. Although the actual value of the underlying index on the stated maturity date or at
other times during the term of the Trigger PLUS may be higher than the index closing value on the valuation date, the
payment at maturity wil be based solely on the index closing value on the valuation date.
§ Investing in the Trigger PLUS is not equivalent to investing in the underlying index. Investing in the Trigger
PLUS is not equivalent to investing in the underlying index or its component stocks. As an investor in the Trigger
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PLUS, you wil not have voting rights or rights to receive dividends or other distributions or any other rights with respect
to stocks that constitute the underlying index.
§ The rate 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 rate and the
inclusion of costs associated with issuing, selling, structuring and hedging the Trigger PLUS in the original
issue price reduce the

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the S&P 500® Index due November 5, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
economic terms of the Trigger PLUS, cause the estimated value of the Trigger PLUS to be less than the
original issue price and will adversely affect secondary market prices. Assuming no change in market conditions
or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be wil ing to purchase the
Trigger PLUS in secondary market transactions wil likely be significantly lower than the original issue price, because
secondary market prices wil exclude the issuing, sel ing, structuring and hedging-related costs that are included in the
original issue price and borne by you and because the secondary market prices wil 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 wel
as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Trigger PLUS in the original issue price and
the lower rate we are wil ing to pay as issuer make the economic terms of the Trigger PLUS less favorable to you than
they otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the Trigger PLUS 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 Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the
underlying index, and to our secondary market credit spreads, it would do so based on values higher than the
estimated value, and we expect that those higher values wil also be reflected in your brokerage account statements.

§ Adjustments to the underlying index could adversely affect the value of the Trigger PLUS. The underlying index
publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological
changes that could change the value of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time. In these circumstances, the calculation agent
wil have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index
and is not precluded from considering indices that are calculated and published by the calculation agent or any of its
affiliates. If the calculation agent determines that there is no appropriate successor index, the payment at maturity on
the Trigger PLUS wil be an amount based on the closing prices at maturity of the securities composing the underlying
index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent in
accordance with the formula for calculating the underlying index last in effect prior to discontinuance of the underlying
index.
§ The estimated value of the Trigger PLUS is determined by reference to our pricing and valuation models,
which may differ from those of other dealers and is not a maximum or minimum secondary market price.
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and
certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-
standard way to value these types of securities, our models may yield a higher estimated value of the Trigger PLUS
than those generated by others, including other dealers in the market, if they attempted to value the Trigger PLUS. In
addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers,
including MS & Co., would be wil ing to purchase your Trigger PLUS in the secondary market (if any exists) at any
time. The value of your Trigger PLUS at any time after the date of this document wil vary based on many factors that
cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The
market price of the Trigger PLUS wil be influenced by many unpredictable factors" above.
§ The Trigger PLUS will not be listed on any securities exchange and secondary trading may be limited. The
Trigger PLUS wil not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the Trigger PLUS. MS & Co. may, but is not obligated to, make a market in the Trigger PLUS 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 Trigger PLUS, taking into
account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of
unwinding any related hedging positions, the time remaining to maturity and the likelihood that it wil be able to resel
the Trigger PLUS. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel
the Trigger PLUS easily. Since other broker-dealers may not participate significantly in the secondary market for the
Trigger PLUS, the price at which you may be able to trade your Trigger PLUS is likely to depend on the price, if any, at
which MS & Co. is wil ing to transact. If, at any time, MS & Co. were to cease making a market in the Trigger PLUS, it
is likely that there would be no secondary market for the Trigger PLUS. Accordingly, you should be wil ing to hold your
Trigger PLUS to maturity.
§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make
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