Obligation Morgan Stanley Financial 0% ( US61770FG836 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61770FG836 ( en USD )

16/04/2026

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FG836 en USD 0%, échéance 16/04/2026

1 000 USD

1 543 000 USD

61770FG83

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 américaine, identifiée par les codes ISIN US61770FG836 et CUSIP 61770FG83, est émise par Morgan Stanley Finance, une entité de financement de Morgan Stanley, acteur majeur des services financiers mondiaux et de la banque d'investissement, pour un montant total de 1 543 000 USD avec une maturité fixée au 16 avril 2026, se négociant actuellement à 100% de sa valeur nominale en USD, présente un taux d'intérêt nominal de 0% et une fréquence de paiement de 2, avec une coupure minimale d'achat de 1 000 USD, et n'a pas été notée par l'agence Moody's (NR).

424B2 1 dp125965_424b2-ps3843.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Trigger Jump Securities due 2026

$1,543,000

$200.28

April 2 0 2 0
Pricing Supplement No. 3,843
Registration Statement Nos. 333-221595; 333-221595-01
Morgan Stanley Finance LLC
Dated April 9, 2020
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC
("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest and do not guarantee
the return of any of the principal amount at maturity. At maturity, you will receive for each security that you hold an amount in cash
that will vary depending on the performance of the S&P 500® Index, as determined on the determination date. If the underlying
index appreciates or does not depreciate at all over the term of the securities, you will receive for each security that you hold at
maturity a minimum of $580 per security in addition to the stated principal amount. If the underlying index appreciates by more than
58% over the term of the securities, you will receive for each security that you hold at maturity the stated principal amount plus an
amount based on the percentage increase of the underlying index. If the final level is less than the initial level but greater than or
equal to the principal barrier of 70% of the initial level, meaning that the underlying index has depreciated by an amount less than
or equal to 30%, you will receive a payment at maturity equal to the stated principal amount. However, if the final level is less than
the principal barrier, meaning that the underlying index has depreciated by more than 30% from its initial level, the payment due at
maturity will be significantly less than the stated principal amount of the securities by an amount that is proportionate to the full
percentage decrease in the final level from the initial level. Under these circumstances, the payment at maturity per security will be
less than $700 and could be zero. Ac c ordingly, you m a y lose your e nt ire init ia l inve st m e nt in t he se c urit ie s. These
long-dated securities are for investors who seek an equity index-based return and who are willing to risk their principal and forgo
current income in exchange for the digital payment feature that applies to a limited range of performance of the underlying index.
The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes Program. See "Additional Terms of the
Securities--Additional Terms--Certain defined terms" for additional information about certain defined terms that are used in this
document and the accompanying product supplement.
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
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
St a t e d princ ipa l a m ount :
$1,000 per security
T ra de da t e :
April 9, 2020
Se t t le m e nt da t e :
April 17, 2020 (6 business days after the trade date)
M a t urit y da t e :
April 16, 2026
Aggre ga t e princ ipa l
$1,543,000
a m ount :
I nt e re st :
None
U nde rlying inde x :
S&P 500® Index
Pa ym e nt a t m a t urit y:
· If the final level is greater than or equal to the initial level:
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$1,000 + the greater of (i) $1,000 × the index percent change and (ii) the digital payment
· If the final level is less than the initial level but greater than or equal to the principal barrier,
meaning the value of the underlying index has declined by no more than 30% from its initial
level:
$1,000
· If the final level is less than the principal barrier, meaning the value of the underlying index
has declined by more than 30% from its initial level:
$1,000 × index performance factor
Under these circumstances, the payment at maturity will be significantly less than the stated
principal amount of $1,000, and will represent a loss of more than 30%, and possibly all, of
your investment.
Digit a l pa ym e nt :
$580 per security (58% of the stated principal amount)
I nde x pe rc e nt c ha nge :
(final level initial level) / initial level
Princ ipa l ba rrie r:
1,952.874, which is 70% of the initial level
I nde x pe rform a nc e fa c t or: final level / initial level
I nit ia l le ve l:
2,789.82, which is the index closing value on the trade date
Fina l le ve l:
The index closing value on the determination date
De t e rm ina t ion da t e :
April 9, 2026, subject to postponement for non-index business days and certain market disruption
events
CU SI P:
61770FG83
I SI N :
US61770FG836
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
$957.70 per security. See "Investment Summary" beginning on page 2.
t ra de da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
pric e :
Pe r se c urit y
$1,000
$0
$1,000
T ot a l
$1,543,000
$0
$1,543,000
(1) Selected dealers and their financial advisors will receive a structuring fee of $5.00 per security from the agent or its affiliates. MS & Co., the
agent, will not receive a sales commission in connection with the securities. 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) See "Use of proceeds and hedging" on page 13.
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 6 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he 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 , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he 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 .
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 J um p Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r
1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

Investment Summary
T rigge r J um p Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026 (the "securities") can be used:

As an alternative to direct exposure to the underlying index that provides a minimum positive return of 58% if the underlying
index has appreciated or has not depreciated at all over the term of the securities and offers an uncapped 1-to-1 participation
in the underlying index appreciation of greater than 58%;

To enhance returns and potentially outperform the underlying index in a moderately bullish scenario; and

To obtain limited protection against the loss of principal in the event of a decline of the underlying index over the term of the
securities, but only if the final level is gre a t e r t ha n or e qua l t o t he princ ipa l ba rrie r.

If the final level is less than the principal barrier, the securities are exposed on a 1:1 basis to the percentage decline of the final
level from the initial level. Accordingly, investors may lose their entire initial investment in the securities.

M a t urit y:
Approximately 6 years
Digit a l pa ym e nt :
$580 per security (58% of the stated principal amount)
Princ ipa l ba rrie r:
70% of the initial level
M inim um pa ym e nt a t m a t urit y: None. Investors may lose their entire initial investment in the securities.
I nt e re st :
None

The original issue price of each security is $1,000. 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 trade date is less
than $1,000. We estimate that the value of each security on the trade date is $957.70.

What goes into the estimated value on the trade date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the digital payment and the principal barrier, 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 trade 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 index, may vary from, and be lower than, the estimated value on the trade 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
settlement date, to the extent that MS & Co. may buy or sell the
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April 2020
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

securities in the secondary market, absent changes in market conditions, including those related to the underlying index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher
values will also be reflected in your brokerage account statements.

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

April 2020
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

This 6-year investment does not pay interest but offers a minimum positive return of 58% if the underlying index appreciates or
does not depreciate at all over the term of the securities, an uncapped 1-to-1 participation in any underlying index appreciation of
greater than 58%, and limited protection against a decline in the underlying index of up to 30%. However, if, as of the
determination date, the value of the underlying index has declined by more than 30% from the initial level, the payment at maturity
per security will be less than $700, and could be zero.

U pside Sc e na rio
If the final level is greater than or equal to the initial level, the payment at maturity for each security will
be equal to $1,000 plus the greater of (i) $1,000 times the index percent change and (ii) the digital
payment of $580.
Pa r Sc e na rio
If the final level is less than the initial level but greater than or equal to the principal barrier, which
means that the underlying index has depreciated by no more than 30% from its initial level, the payment at
maturity will be $1,000 per security.
Dow nside
If the final level is less than the principal barrier, which means that the underlying index has depreciated
Sc e na rio
by more than 30% from its initial level, you will lose 1% for every 1% decline in the value of the underlying
index from the initial level (e.g., a 50% depreciation in the underlying index will result in a payment at
maturity of $500 per security).

April 2020
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

How the Trigger Jump Securities Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payout on the securities at maturity for a range of hypothetical percentage changes in the
underlying index. The diagram is based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per security
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Digit a l pa ym e nt :
$580 per security (58% of the stated principal amount)
Princ ipa l ba rrie r:
70% of the initial level (-30% change in final level compared
with initial level)

T rigge r J um p Se c urit ie s Pa yoff Dia gra m

H ow it w ork s

Upside Scenario. If the final level is greater than or equal to the initial level, the investor would receive $1,000 plus the
greater of (i) $1,000 times the index percent change and (ii) the digital payment of $580. Under the terms of the securities,
an investor would receive a payment at maturity of $1,580 per security if the final level has increased by no more than 58%
from the initial level, and would receive $1,000 plus an amount that represents a 1-to-1 participation in the appreciation of
the underlying index if the final level has increased from the initial level by more than 58%.

Par Scenario. If the final level is less than the initial level but is greater than or equal to the principal barrier, the investor
would receive the $1,000 stated principal amount per security.

Dow nside Scenario. If the final level is less than the principal barrier, the payment at maturity would be less than the
stated principal amount of $1,000 by an amount that is proportionate to the full percentage decrease of the underlying
index.

o
For example, if the final level declines by 50% from the initial level, the payment at maturity would be $500 per
security (50% of the stated principal amount).

April 2020
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
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, index supplement and
prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.
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The securities do not pay interest or guarantee any return of principal. The terms of the securities differ from
those of ordinary debt securities in that the securities do not pay interest or guarantee payment of any of the principal amount
at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash
based upon the final level. If the final level is less than the initial level but greater than or equal to the principal barrier, you will
receive only the principal amount of $1,000 per security. However, if the final level is less than the principal barrier, you will
receive an amount in cash that is significantly less than the $1,000 stated principal amount of each security by an amount
proportionate to the full decline in the value of the underlying index, and you will lose a significant portion or all of your
investment. There is no minimum payment at maturity on the securities, and, accordingly, you could lose your entire
investment. See "How the Trigger Jump Securities Work" above.

The market price of the securities may be influenced by many unpredictable factors. Several factors, many
of which are beyond our control, 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, including:

the value of the underlying index at any time (including in relation to the principal barrier),

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

dividend rates on the securities underlying the underlying index,

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 index or securities markets generally and which may affect the value of the underlying index,

the time remaining until the maturity of the securities,

the composition of the underlying index and changes in the constituent stocks of the underlying index, and

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

Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other
factors described above. Some or all of these factors will influence the price you will receive if you sell your securities prior to
maturity. For example, you may have to sell your securities at a substantial discount from the stated principal amount if at the
time of sale the value of the underlying index is at or below the initial level and especially if it is near or below the principal
barrier.

You cannot predict the future performance of the underlying index based on its historical performance. If the final level is less
than the principal barrier, you will be exposed on a 1-to-1 basis to the full decline in the final level from the initial level. There
can be no assurance that the final level will be greater than or equal to the initial level so that you will receive at maturity an
amount that is greater than the $1,000 stated principal amount for each security you hold, or that you will not lose a significant
portion or all of your investment.

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 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

April 2020
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

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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.

The amount payable on the securities is not linked to the value of the underlying index at any time other
t ha n t he de t e rm ina t ion da t e . The final level will be the index closing value on the determination 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 determination date but then drops by the determination date, the payment at maturity will 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 securities may be higher than the final level, the payment at maturity will be based solely on the index closing
value on the determination date.

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
we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

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 settlement 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 index, and to
our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that
those higher values will also be reflected in your brokerage account statements.

The estimated value of the securities is determined by reference to our pricing and valuation models,
w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e .
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the trade
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this
document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes
in market conditions. See also "The market price of the securities may be influenced by many unpredictable factors" above.

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

April 2020
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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

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 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 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.

Investing in the securities is not equivalent to investing in the underlying index . Investing in the securities is
not equivalent to investing in the underlying index or its component stocks. Investors in the securities will not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index.

Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the
underlying index can add, delete or substitute the stocks underlying the underlying index, and can make other methodological
changes for certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and
extraordinary dividends, that could change the value of the underlying index. Any of these actions could adversely affect the
value of the securities. The publisher of the underlying index may also discontinue or suspend calculation or publication of the
underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to
substitute a successor index that is comparable to the discontinued underlying index. MS & Co. could have an economic
interest that is different than that of investors in the securities insofar as, for example, MS & Co. is permitted to consider
indices that are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no
appropriate successor index, the payout on the securities at maturity will be an amount based on the closing prices on the
determination date of the stocks underlying the 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 the
discontinuance of the underlying index.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. will determine the initial level, the
principal barrier, the final level, the index percent change or the index performance factor, as applicable, and the payment that
you will receive at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent,
may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence
of market disruption events and the selection of a successor index or calculation of the index closing value in the event of a
market disruption event or discontinuance of the underlying index. These potentially subjective determinations may adversely
affect the payout to you at maturity, if any. For further information regarding these types of determinations, see "Description of
Securities--Postponement of Valuation Date(s)," "--Discontinuance of Any Underlying Index or Basket Index; Alteration of
Method of Calculation," "--Alternate Exchange Calculation in case of an Event of Default" and "--Calculation Agent and
Calculations" in the accompanying product supplement for Jump Securities. In addition, MS & Co. has determined the
estimated value of the securities on the trade date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
se c urit ie s. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the
securities (and to other instruments linked to the underlying index or its component stocks), including trading in the stocks that
constitute the underlying index as well as in other instruments related to the underlying index. As a result, these entities may
be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and
more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our affiliates also trade the
stocks that constitute the underlying index and other financial instruments related to the underlying index on a regular basis as
part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the trade date
could potentially increase

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Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

the initial level, and, therefore, the value at or above which the underlying index must close on the determination date so that
investors do not suffer a significant loss on their initial investment in the securities. Additionally, such hedging or trading
activities during the term of the securities, including on the determination date, could adversely affect the value of the
underlying index on the determination date, and, accordingly, the amount of cash an investor will receive at maturity, if any.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United States
Federal Taxation" in the accompanying product supplement for Jump Securities (together, the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the
"IRS") were successful in asserting an alternative treatment, the timing and character of income on the securities might differ
significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the
IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue
into income original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and
recognize all income and gain in respect of the securities as ordinary income. Additionally, as discussed under "United States
Federal Taxation--FATCA" in the accompanying product supplement for Jump Securities, the withholding rules commonly
referred to as "FATCA" would apply to the securities if they were recharacterized as debt instruments. However, recently
proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization)
eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as
"FDAP income," as defined in the accompanying product supplement for Jump Securities). The risk that financial instruments
providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt
is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do not
plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with
the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both
U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

April 2020
Page 9
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of
500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P
500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as
of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
https://www.sec.gov/Archives/edgar/data/895421/000095010320007355/dp125965_424b2-ps3843.htm[4/13/2020 2:45:22 PM]

the years 1941 through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500®
Index" in the accompanying index supplement.

Information as of market close on April 9, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,789.82
5 2 We e k s Ago:
2,878.20
5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
3,386.15
5 2 We e k Low (on 3 /2 3 /2 0 2 0 ):
2,237.40

The following graph sets forth the daily closing values of the underlying index for the period from January 1, 2015 through April 9,
2020. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the
underlying index for each quarter in the same period. The closing value of the underlying index on April 9, 2020 was 2,789.82. We
obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The
underlying index has at times experienced periods of high volatility, and you should not take the historical values of the underlying
index as an indication of its future performance.

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

April 2020
Page 10
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due April 16, 2026
Princ ipa l a t Risk Se c urit ie s

S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5

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

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