Obligation Morgan Stanley Financial 0% ( US61770FVL74 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61770FVL74 ( en USD )

25/03/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FVL74 en USD 0%, échue

1 000 USD

5 500 000 USD

61770FVL7

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 Morgan Stanley Finance (ISIN : US61770FVL74, CUSIP : 61770FVL7), émise aux États-Unis pour un montant total de 5 500 000 USD avec une taille minimale d'achat de 1 000 USD, à taux zéro et échéance le 25/03/2024, a atteint sa maturité et a été intégralement remboursée à un prix de 100% en USD, avec une fréquence de paiement de 2, et n'a pas reçu de notation Moody's.

424B2 1 dp124475_424b2-ps3673.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 Securities

$5,500,000

$713.90
due 2024

M a rc h 2 0 2 0
Pricing Supplement No. 3,673
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 20, 2020
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 NASDAQ-100 Index® due March 25, 2024
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger
PLUS will 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 a ppre c ia t e d in value, investors will
receive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the underlying index de pre c ia t e s in value but
the final index value is greater than or equal to the trigger level, investors will receive the stated principal amount of their investment. However, if the underlying
index has de pre c ia t e d in value so that the final index value is less than the trigger level, investors will lose a significant portion or all 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 will be less than 70% of
the stated principal amount and could be zero. Accordingly, you may lose your entire investment. The Trigger PLUS 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 upside leverage feature and the limited protection against loss
but only if the final index value is greater than or equal to the trigger level. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he T rigge r PLU S .
The Trigger PLUS are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt . T he se
T rigge r PLU 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
M a t urit y da t e :
March 25, 2024
U nde rlying inde x :
NASDAQ-100 Index®
Aggre ga t e princ ipa l a m ount :
$5,500,000
Pa ym e nt a t m a t urit y:
If the final index value is greater than the initial index value: $1,000 + 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:
$1,000
If the final index value is less than the trigger level: $1,000 × index performance factor
Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and will
represent a loss of more than 30%, and possibly all, of your investment.
Le ve ra ge d upside pa ym e nt :
$1,000 × leverage factor × index percent increase
Le ve ra ge fa c t or:
128%
I nde x pe rc e nt inc re a se :
(final index value initial index value) / initial index value
I nde x pe rform a nc e fa c t or:
final index value / initial index value
I nit ia l inde x va lue :
7,175.176, which is the index closing value on March 18, 2020
Fina l inde x va lue :
The index closing value on the valuation date
T rigge r le ve l:
5,022.623, which is approximately 70% of the initial index value
V a lua t ion da t e :
March 18, 2024, subject to adjustment for non-index business days and certain market disruption events
St a t e d princ ipa l a m ount :
$1,000 per Trigger PLUS
I ssue pric e :
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
Pric ing da t e :
March 20, 2020
Origina l issue da t e :
March 25, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61770FVL7 / US61770FVL74
List ing:
The Trigger PLUS 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 pric ing da t e : $962.00 per Trigger PLUS. See "Investment Summary" beginning on page 2.
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions(1)
Proc e e ds t o us (2)
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Pe r T rigge r PLU S
$1,000
$2.50
$997.50
T ot a l
$5,500,000
$13,750
$5,486,250
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $2.50 for each Trigger PLUS 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 for PLUS.
(2) See "Use of proceeds and hedging" on page 14.
T he T rigge r PLU 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 T rigge r PLU 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 T rigge r PLU S" a nd "Addit iona l I nform a t ion About
t he T rigge r PLU S" a t t he e nd of t his doc um e nt .
Re fe re nc e s t o "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 PLU 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

Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Investment Summary

T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024 (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 potentially outperform the underlying index in a bullish scenario, with no limitation on the appreciation
potential

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 gre a t e r t ha n or e qua l t o the trigger level

M a t urit y:
4 years
Le ve ra ge fa c t or:
128%
T rigge r le ve l:
70% of the initial index value
M inim um pa ym e nt a t m a t urit y:
None. You could lose your entire initial investment in the Trigger PLUS.
I nt e re st :
None

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, 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
$1,000. We estimate that the value of each Trigger PLUS on the pricing date is $962.00.

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 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 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, 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
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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 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
Trigger PLUS 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 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 will also be reflected in your brokerage account statements.

March 2020
Page 2
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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.

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

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 all of their investment due to the trigger feature. At maturity, an investor
will 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 all payments on the Trigger PLUS are subject to our credit risk. I nve st ors m a y lose t he ir e nt ire
init ia l inve st m e nt in t he T rigge r PLU S.

Le ve ra ge d
The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in
Pe rform a nc e
the underlying index.
T rigge r Fe a t ure
At maturity, even if the underlying index has declined over the term of the Trigger PLUS, you will receive your
stated principal amount but only if the final index value is gre a t e r t ha n or e qua l t o the trigger level.
U pside Sc e na rio
The final index value is greater than the initial index value, and, at maturity, the Trigger PLUS redeem for the
stated principal amount of $1,000 plus 128% of the increase in the value of the underlying index.
Pa r Sc e na rio
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 $1,000 at maturity even though the underlying
index has depreciated.
Dow nside Sc e na rio
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for at least 30%
less than the stated principal amount, and this decrease will be by an amount proportionate to the full decline
in the value of the underlying index over the term of the Trigger PLUS.
March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
How the Trigger PLUS Work

Pa yoff Dia gra m

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The payoff diagram below illustrates the payment at maturity on the Trigger PLUS based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per Trigger PLUS
Le ve ra ge fa c t or:
128%
T rigge r le ve l:
70% of the initial index value

T rigge r PLU S Pa yoff Dia gra m

H ow it w ork s

Upside Scenario: If the final index value is greater than the initial index value, investors will receive the $1,000 stated principal
amount plus 128% of the appreciation of the underlying index over the term of the Trigger PLUS.

If the underlying index appreciates 5%, investors will receive a 6.4% return, or $1,064.00 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 will receive the $1,000 stated principal amount.

If the underlying index depreciates 20%, investors will receive the $1,000 stated principal amount.

Dow nside Scenario: If the final index value is less than the trigger level, investors will receive an amount significantly less than
the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.

If the underlying index depreciates 80%, investors will lose 80% of their principal and receive only $200 per Trigger PLUS at
maturity, or 20% of the stated principal amount.

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
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 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. You should also consult with your investment, legal, tax, accounting and other advisers in connection with your investment in
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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 70% of the initial index value), the payout at maturity will be an amount in
cash that is at least 30% less than the $1,000 stated principal amount of each Trigger PLUS, and this decrease will be by an amount
proportionate to the full 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 w ill be influenced by many unpredictable factors. Several factors, many of which are beyond our
control, will influence the value of the Trigger PLUS in the secondary market and the price at which MS & Co. may be willing to
purchase or sell 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, time remaining to maturity, geopolitical conditions and
economic, financial, political and regulatory or judicial events that affect the underlying index or equities markets generally and which
may affect the final index value of the underlying index, and any actual or anticipated changes in our credit ratings or credit spreads.
The value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. See "NASDAQ-100 Index® Overview" below. You may receive less, and possibly significantly less, than the stated principal
amount per Trigger PLUS if you try to sell 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
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 T rigge r PLU S. You are dependent on our ability to pay all
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 all of your investment. As a result, the market value
of the Trigger PLUS 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 Trigger PLUS.

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 Trigger PLUS is not linked to the value of the underlying index at any time other
t ha n t he va lua t ion da t e . The final index value will be the index closing value on the valuation date, subject to adjustment 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 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 Trigger PLUS may be higher than the final
index value, the payment at maturity will be based solely on the index closing value on the valuation date.

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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 PLUS, you 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 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 will 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 will 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
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agent in accordance with the formula for calculating the underlying index last in effect prior to discontinuance of the underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than
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 T rigge r PLU 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 T rigge r PLU S, c a use t he e st im a t e d va lue of t he T rigge r PLU 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 Trigger PLUS 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 Trigger PLUS in the original issue price and the lower rate
we are willing 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, selling, structuring and hedging the Trigger PLUS 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 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 will also be
reflected in your brokerage account statements.

The estimated value of the Trigger PLUS 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 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 willing 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 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 will be influenced by many unpredictable factors" above.

The Trigger PLUS w ill not be listed on any securities exchange and secondary trading may be limited. The
Trigger PLUS will 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 will generally 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

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
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 Trigger PLUS. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell 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 willing 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 willing to hold your Trigger PLUS to maturity.

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 T rigge r PLU S. As calculation agent, MS & Co. will determine the initial index value, the
trigger level and the final index value, including whether the underlying index has decreased to below the trigger level, and will
calculate the amount of cash, if any, you will receive at maturity. 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 final index 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 PLUS--
Postponement of Valuation Date(s)" and "--Calculation Agent and Calculations" and related definitions in the accompanying product
supplement. In addition, MS & Co. has determined the estimated value of the Trigger PLUS on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS.
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One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Trigger PLUS (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 Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments
to the hedge as the valuation date approaches. MS & Co. and some of our other 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 March 18, 2020 could potentially increase the
initial index value, and, therefore, could increase the trigger level, which is the level at or above which the underlying index must
close on the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS.
Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could potentially
affect whether the value of the underlying index on the valuation date is at or below the trigger level, and, therefore, whether an
investor would receive significantly less than the stated principal amount of the Trigger PLUS at maturity.

The U.S. federal income tax consequences of an investment in the Trigger PLUS 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 PLUS (together, the "Tax Disclosure Sections") concerning the U.S. federal
income tax consequences of an investment in the Trigger PLUS. If the Internal Revenue Service (the "IRS") were successful in
asserting an alternative treatment, the timing and character of income on the Trigger PLUS 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 Trigger PLUS as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on
the Trigger PLUS every year at a "comparable yield" determined at the time of issuance and recognize all income and gain in respect
of the Trigger PLUS as ordinary income. Additionally, as discussed under "United States Federal Taxation--FATCA" in the
accompanying product supplement for PLUS, the withholding rules commonly referred to as "FATCA" would apply to the Trigger
PLUS 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 PLUS).
The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the Trigger PLUS,
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

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Trigger PLUS, 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 Trigger PLUS, 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 Trigger PLUS, 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.

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
NASDAQ-100 Index® Overview

The NASDAQ-100 Index®, which is calculated, maintained and published by Nasdaq, Inc., is a modified capitalization-weighted index of
100 of the largest and most actively traded equity securities of non-financial companies listed on The NASDAQ Stock Market LLC. The
https://www.sec.gov/Archives/edgar/data/895421/000095010320005839/dp124475_424b2-ps3673.htm[3/24/2020 3:48:18 PM]

NASDAQ-100 Index® includes companies across a variety of major industry groups. At any moment in time, the value of the NASDAQ-
100 Index® equals the aggregate value of the then-current NASDAQ-100 Index® share weights of each of the NASDAQ-100 Index®
component securities, which are based on the total shares outstanding of each such NASDAQ-100 Index® component security, multiplied
by each such security's respective last sale price on NASDAQ (which may be the official closing price published by NASDAQ), and
divided by a scaling factor, which becomes the basis for the reported NASDAQ-100 Index® value. For additional information about the
NASDAQ-100 Index®, see the information set forth under "NASDAQ-100 Index®" in the accompanying index supplement.

Information as of market close on March 20, 2020:

Bloom be rg T ic k e r Sym bol:
NDX
Curre nt I nde x V a lue :
6,994.291
5 2 We e k s Ago:
7,380.754
5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
9,718.727
5 2 We e k Low (on 6 /3 /2 0 1 9 ):
6,978.018

The following graph sets forth the daily closing values of the underlying index for the period from January 1, 2015 through March 20,
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 March 20, 2020 was 6,994.291. 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.

U nde rlying I nde x H ist oric a l Pe rform a nc e Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a rc h 2 0 , 2 0 2 0
March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
N ASDAQ -1 0 0 I nde x ®
H igh
Low
Pe riod End
2 0 1 5

First Quarter
4,483.049
4,089.648
4,333.688
Second Quarter
4,548.740
4,311.257
4,396.761
Third Quarter
4,679.675
4,016.324
4,181.060
Fourth Quarter
4,719.053
4,192.963
4,593.271
2 0 1 6

First Quarter
4,497.857
3,947.804
4,483.655
Second Quarter
4,565.421
4,201.055
4,417.699
Third Quarter
4,891.363
4,410.747
4,875.697
Fourth Quarter
4,965.808
4,660.457
4,863.620
2 0 1 7

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First Quarter
5,439.742
4,911.333
5,436.232
Second Quarter
5,885.296
5,353.586
5,646.917
Third Quarter
6,004.380
5,596.956
5,979.298
Fourth Quarter
6,513.269
5,981.918
6,396.422
2 0 1 8

First Quarter
7,131.121
6,306.100
6,581.126
Second Quarter
7,280.705
6,390.837
7,040.802
Third Quarter
7,660.180
7,014.554
7,627.650
Fourth Quarter
7,645.453
5,899.354
6,329.964
2 0 1 9

First Quarter
7,493.270
6,147.128
7,378.771
Second Quarter
7,845.729
6,978.018
7,671.075
Third Quarter
8,016.953
7,415.691
7,749.449
Fourth Quarter
8,778.313
7,550.786
8,733.073
2 0 2 0

First Quarter (through March 20, 2020)
9,718.727
6,994.291
6,994.291

"Nasdaq®," "NASDAQ-100®" and "NASDAQ-100 Index®" are trademarks of Nasdaq, Inc. For more information, see "NASDAQ-100
Index®" in the accompanying index supplement.

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the Trigger PLUS

Please read this information in conjunction with the summary terms on the front cover of this document.
Addit iona l T e rm s:

If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or
prospectus, the terms described herein shall control.
U nde rlying inde x publishe r:
Nasdaq, Inc., or any successor thereof
De nom ina t ions:
$1,000 per Trigger PLUS and integral multiples thereof
I nt e re st :
None
Bull m a rk e t or be a r m a rk e t
Bull market PLUS
PLU S:
Post pone m e nt of m a t urit y
If the scheduled valuation date is not an index business day or if a market disruption event occurs
da t e :
on that day so that the valuation date as postponed falls less than two business days prior to the
scheduled maturity date, the maturity date of the Trigger PLUS will be postponed to the second
business day following that valuation date as postponed.
T rust e e :
The Bank of New York Mellon
Ca lc ula t ion a ge nt :
MS & Co.
I ssue r not ic e t o re gist e re d
In the event that the maturity date is postponed due to postponement of the valuation date, the
se c urit y holde rs, t he t rust e e
issuer shall give notice of such postponement and, once it has been determined, of the date to
a nd t he de posit a ry:
which the maturity date has been rescheduled (i) to each registered holder of the Trigger PLUS by
mailing notice of such postponement by first class mail, postage prepaid, to such registered holder's
last address as it shall appear upon the registry books, (ii) to the trustee by facsimile confirmed by
mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (iii)
to The Depository Trust Company (the "depositary") by telephone or facsimile, confirmed by mailing
such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a
registered holder of the Trigger PLUS in the manner herein provided shall be conclusively
presumed to have been duly given to such registered holder, whether or not such registered holder
receives the notice. The issuer shall give such notice as promptly as possible, and in no case later
than (i) with respect to notice of postponement of the maturity date, the business day immediately
preceding the scheduled maturity date and (ii) with respect to notice of the date to which the
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maturity date has been rescheduled, the business day immediately following the actual valuation
date.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee, on
which notice the trustee may conclusively rely, and to the depositary of the amount of cash, if any,
to be delivered with respect to the Trigger PLUS, on or prior to 10:30 a.m. (New York City time) on
the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with
respect to the Trigger PLUS, if any, to the trustee for delivery to the depositary, as holder of the
Trigger PLUS, on the maturity date.

March 2020
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of the NASDAQ-100 Index® due March 25, 2024
T rigge r Pe rform a nc e Le ve ra ge d U pside Se c urit ie s SM
Princ ipa l a t Risk Se c urit ie s
Additional Information About the Trigger PLUS

Addit iona l I nform a t ion:

M inim um t ic k e t ing size :
$1,000 / 1 Trigger PLUS
T a x c onside ra t ions:
Although there is uncertainty regarding the U.S. federal income tax consequences of an investment
in the Trigger PLUS due to the lack of governing authority, in the opinion of our counsel, Davis Polk
& Wardwell LLP, under current law, and based on current market conditions, a Trigger PLUS should
be treated as a single financial contract that is an "open transaction" for U.S. federal income tax
purposes.

Assuming this treatment of the Trigger PLUS is respected and subject to the discussion in "United
States Federal Taxation" in the accompanying product supplement for PLUS, the following U.S.
federal income tax consequences should result based on current law:

A U.S. Holder should not be required to recognize taxable income over the term of the Trigger
PLUS prior to settlement, other than pursuant to a sale or exchange.

Upon sale, exchange or settlement of the Trigger PLUS, a U.S. Holder should recognize gain
or loss equal to the difference between the amount realized and the U.S. Holder's tax basis in
the Trigger PLUS. Such gain or loss should be long-term capital gain or loss if the investor
has held the Trigger PLUS for more than one year, and short-term capital gain or loss
otherwise.

In 2007, the U.S. Treasury Department and the Internal Revenue Service (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
Trigger PLUS, possibly with retroactive effect.

As discussed in the accompanying product supplement for PLUS, Section 871(m) of the Internal
Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder ("Section
871(m)") generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend
equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities or indices that include U.S. equities (each, an "Underlying Security"). Subject
to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the
economic performance of one or more Underlying Securities, as determined based on tests set forth
in the applicable Treasury regulations (a "Specified Security"). However, pursuant to an IRS notice,
Section 871(m) will not apply to securities issued before January 1, 2023 that do not have a delta
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