Obligation Morgan Stanley Financial 0% ( US61770FWT91 ) en USD

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Etas-Unis

US61770FWT91 ( en USD )

01/04/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FWT91 en USD 0%, échue

1 000 USD

7 175 000 USD

61770FWT9

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FWT91, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2025

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FWT91, a été notée NR par l'agence de notation Moody's.

4/1/2020
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424B2 1 dp125073_424b2-ps3707.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee

Trigger Performance Leverage Upside Securities due 2025

$7,175,000

$931.32

March 2020
Pricing Supplement No. 3,707
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 27, 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 Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM
due April 1, 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. The payment at maturity on the Trigger
PLUS wil be based on the value of the worst performing of the S&P 500® Index and the Dow Jones Industrial AverageSM Index, which we refer to as
the underlying indices. At maturity, if both underlying indices have appreciated in value, investors wil receive the stated principal amount of their
investment plus leveraged upside performance of the worst performing underlying index. If either of the underlying indices depreciates in value, but
the final index value of each underlying index is greater than or equal to 55% of the respective initial index value, which we refer to as the respective
trigger level, investors wil receive the stated principal amount of their investment. However, if the final index value of either underlying index is less
than its respective trigger level, investors wil lose a significant portion or al of their investment, resulting in a loss of 1% for every 1% decline in the
worst performing underlying index from its initial index value. Investors may lose their entire initial investment in the Trigger PLUS. Because the
payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in either underlying index below its
respective trigger level wil result in a significant loss of your investment, even if the other underlying index has appreciated or has not declined as
much. These long-dated Trigger PLUS are for investors who seek an equity index-based return and who are wil ing to risk their principal, risk exposure
to the worst performing of two underlying indices and forgo current income in exchange for the upside leverage feature and the limited protection
against loss that applies only if the final index value of each underlying index is greater than or equal to the respective trigger level. The 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:
April 1, 2025
Underlying indices:
S&P 500® Index (the "SPX Index") and Dow Jones Industrial AverageSM Index (the "INDU Index")
Valuation date:
March 27, 2025, subject to postponement for non-index business days and certain market disruption events
Aggregate principal amount:
$7,175,000
Payment at maturity:
If the final index value of each underlying index is greater than its respective initial index value,
$1,000 + leveraged upside payment
If the final index value of either underlying index is less than or equal to its respective initial index value, but
the final index value of each underlying index is greater than or equal to its respective trigger level:
$1,000
If the final index value of either underlying index is less than its respective trigger level:
$1,000 x index performance factor of the worst performing underlying index
Under these circumstances, the payment at maturity wil be less than the stated principal amount of $1,000 and
wil represent a loss of at least 45%, and possibly al of your investment.
Leveraged upside payment:
$1,000 × leverage factor × index percent change of the worst performing underlying index
Leverage factor:
227%
Index percent change:
With respect to each underlying index, (final index value initial index value) / initial index value
Worst performing underlying
The underlying index with the lesser index percent change
index:
Index performance factor
With respect to each underlying index, final index value / initial index value
Initial index value:
With respect to the SPX Index, 2,541.47, which is the index closing value of such index on the pricing date
With respect to the INDU Index, 21,636.78, which is the index closing value of such index on the pricing date
Final index value:
With respect to each underlying index, the index closing value of such index on the valuation date
Trigger level:
With respect to the SPX Index, 1,397.809, which is approximately 55% of the initial index value of such index
With respect to the INDU Index, 11,900.229, which is 55% of the initial index value of such index
Stated principal amount / Issue
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
price:
Pricing date:
March 27, 2020
Original issue date:
April 1, 2020 (3 business days after the pricing date)
CUSIP / ISIN:
61770FWT9 / US61770FWT91
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."
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Estimated value on the pricing
$1,015.50 per Trigger PLUS. See "Investment Summary" beginning on page 2.
date:
Commissions and issue price:
Price to public(1)
Agent's commissions and fees(2)
Proceeds to us(3)
Per Trigger PLUS
$1,000
$6.25
$993.75
Total
$7,175,000
$44,843.75
$7,130,156.25
(1) The Trigger PLUS wil be sold only to investors purchasing the Trigger PLUS in fee-based advisory accounts.
(2) MS & Co. expects to sel al of the Trigger PLUS that it purchases from us to an unaffiliated dealer at a price of $993.75 per Trigger PLUS, for
further sale to certain fee-based advisory accounts at the price to public of $1,000 per Trigger PLUS. MS & Co. wil not receive a sales commission
with respect to the Trigger PLUS. 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.
(3) See "Use of proceeds and hedging" on page 17.
The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on
page 7.
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 Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary

Performance Leveraged Upside Securities

The Trigger PLUS Based on the Value of the Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due April 1, 2025 (the
"Trigger PLUS") can be used:

§ As an alternative to direct exposure to the underlying indices that enhances returns for any positive performance of the worst performing
underlying index

§ To potential y outperform the worst performing of the S&P 500® Index and the Dow Jones Industrial AverageSM Index by taking advantage of
the leverage factor, with no limitation on the appreciation potential

§ To provide limited protection against loss of principal in the event of a decline of the underlying indices but only if the respective final index level
of the worst performing underlying index is greater than or equal to the respective trigger level

Maturity:
5 years
Leverage factor:
227% (applicable only if the final index value of each underlying index is greater than its respective
initial index value)
Trigger level:
With respect to the SPX Index, 55% of the initial index value

With respect to the INDU Index, 55% of the initial index value
Minimum payment at maturity:
None. You could lose your entire initial investment in the Trigger PLUS.
Coupon:
None

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, sel ing, structuring and hedging the Trigger
PLUS, which are borne by you. We estimate that the value of each Trigger PLUS on the pricing date is $1,015.50.

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 indices. The estimated value of the Trigger PLUS is determined using our own pricing and valuation models,
market inputs and assumptions relating to the underlying indices, instruments based on the underlying indices, volatility and other factors including
current and expected interest rates, as wel as an interest rate related to our secondary market credit spread, which is the implied interest rate at which
our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the Trigger PLUS?

In determining the economic terms of the Trigger PLUS, including the leverage factor and the trigger levels, 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 indices, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account
our secondary market credit spread as wel as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other
factors. However, because the costs associated with issuing, sel ing, structuring and hedging the 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 indices, and to our secondary market credit spreads, it may do so based on

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
values higher than the estimated value. We expect that those higher values wil also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the 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 Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale

The Trigger PLUS offer leveraged upside exposure to the worst performing of the S&P 500® Index and the Dow Jones Industrial AverageSM. 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 worst performing 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
The PLUS offer investors an opportunity to receive 227% of the positive return of the worst performing of the underlying
Performance
indices if both underlying indices have appreciated in value.
Trigger Feature
At maturity, even if the worst performing 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 of the worst performing underlying index is greater than or
equal to the respective trigger level.
Upside Scenario
Both underlying indices increase in value and, at maturity, the Trigger PLUS redeem for the stated principal amount of
$1,000 plus 227% of the index percent change of the worst performing underlying index.
Par Scenario
The final index value of the worst performing index is less than or equal to the respective initial index value but is greater
than or equal to the respective trigger level. In this case, you receive the stated principal amount of $1,000 at maturity
even though the worst performing underlying index has depreciated.
Either underlying index declines in value such that, at maturity, the final index value of the worst performing index is less
than the respective trigger level. In this case, the Trigger PLUS wil redeem for at least 45% less than the stated principal
amount, and this decrease wil be by an amount proportionate to the ful decline in value of the worst performing
Downside Scenario
underlying index over the term of the Trigger PLUS.

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a
decline in either underlying index below its respective trigger level wil result in a significant loss of your investment, even
if the other underlying index has appreciated or has not declined as much.
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Hypothetical Examples

The fol owing hypothetical examples il ustrate how to calculate the payment at maturity on the Trigger PLUS. The fol owing examples are for il ustrative
purposes only. The actual initial index value and trigger level for each underlying index are set forth on the cover page of this pricing supplement. The
payment at maturity on the Trigger PLUS is subject to our credit risk. The below examples are based on the fol owing terms:

Stated principal amount:
$1,000 per PLUS
Leverage factor:
227%
Hypothetical trigger level:
With respect to the SPX Index, 1,100, 55% of the respective hypothetical initial index value

With respect to the INDU Index, 14,850, 55% of the respective hypothetical initial index value
Hypothetical initial index value:
With respect to the SPX Index: 2,000

With respect to the INDU Index: 27,000

EXAMPLE 1: Both underlying indices appreciate over the term of the Trigger PLUS, and investors receive the stated principal amount plus
the leveraged upside payment, calculated based on the index percent change of the worst performing underlying index.

Final index value

SPX Index: 2,200

INDU Index: 37,800
Index percent change

SPX Index: (2,200 2,000) / 2,000 = 10%
INDU Index: (37,800 27,000) / 27,000 = 40%
Payment at maturity
=
$1,000 + leveraged upside payment

=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing underlying
index)

=
$1,000 + ($1,000 × 227% × 10%)

=
$1,227

In example 1, the final index values of both the SPX Index and the INDU Index are greater than their initial index values. The SPX Index has
appreciated by 10%, while the INDU Index has appreciated by 40%. Therefore, investors receive at maturity the stated principal amount plus 227% of
the appreciation of the worst performing underlying index, which is the SPX Index in this example. Investors receive $1,227 per Trigger PLUS at
maturity.

EXAMPLE 2: One underlying index appreciates, while the other declines over the term of the Trigger PLUS but neither index declines below
the respective trigger level, and investors receive the stated principal amount.

Final index value

SPX Index: 2,600

INDU Index: 21,600
Index percent change

SPX Index: (2,600 2,000) / 2,000 = 30%
INDU Index: (21,600 27,000) / 27,000 = -20%
Payment at maturity
=
$1,000

In example 2, the final index value of the SPX Index is greater than its initial index value, while the final index value of the INDU Index is less than its
initial index value, but is greater than or equal to the respective trigger level. The SPX Index has appreciated by 30% while the INDU index has
declined by 20%. Investors wil receive the stated principal amount of $1,000.

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
EXAMPLE 3: One underlying index appreciates while the other declines over the term of the Trigger PLUS, and the final index value of the
worst performing underlying index is less than the respective trigger level. Investors are therefore exposed to the decline in the worst
performing underlying index from its initial index value.

Final index value

SPX Index: 2,600

INDU Index: 10,800
Index percent change

SPX Index: (2,600 2,000) / 2,000 = 30%
INDU Index: (10,800 27,000) / 27,000 = -60%
Payment at maturity
=
$1,000 × [index performance factor of the worst performing index]

=
$1,000 x [10,800 / 27,000]

=
$400

In example 3, the final index value of the SPX Index is greater than its initial index value, while the final index value of the INDU Index has declined
below the trigger level. The SPX Index has appreciated by 30% while the INDU Index has depreciated by 60%. Because the final index value of the
INDU Index has declined below the trigger level, investors are exposed to the negative performance of the INDU Index, which is the worst performing
underlying index in this example. Investors receive a payment at maturity of $400.

EXAMPLE 4: Both underlying indices decline below their respective trigger levels, and investors are therefore exposed to the decline in the
worst performing underlying index from its initial index value.

Final index value

SPX Index: 600

INDU Index: 10,800
Index percent change

SPX Index: (600 2,000) / 2,000 = -70%
INDU Index: (10,800 27,000) / 27,000 = -60%
Payment at maturity
=
$1,000 × [index performance factor of the worst performing index]

=
$1,000 × [600 / 2,000]

=
$300

In example 4, the final index values of both the SPX Index and the INDU Index are less than their respective trigger levels. The SPX Index has declined
by 70% while the INDU Index has declined by 60%. Therefore, investors are exposed to the negative performance of the SPX Index, which is the worst
performing underlying index in this example. Investors receive a payment at maturity of $300.

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices, a decline in either
underlying index below its respective trigger level will result in a significant loss of your investment, even if the other underlying index has
appreciated or has not declined as much.

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 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 of either
underlying index is less than the respective trigger level (which is 55% of the respective initial index level), the payout at maturity wil be an
amount in cash that is at least 45% less than the $1,000 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 worst performing underlying index over the term of the Trigger PLUS. There is no minimum
payment at maturity on the Trigger PLUS, and you could lose your entire investment.

§ You are exposed to the price risk of both underlying indices. Your return on the Trigger PLUS it not linked to a basket consisting of both
underlying indices. Rather, it wil be based upon the independent performance of each underlying index. Unlike an instrument with a return
linked to a basket of underlying assets, in which risk is mitigated and diversified among al the components of the basket, you wil be exposed to
the risks related to both underlying indices. Poor performance by either underlying index over the term of the Trigger PLUS wil negatively
affect your return and wil not be offset or mitigated by any positive performance by the other underlying index. If either underlying index
declines to below its respective trigger level as of the valuation date, you wil be exposed to the negative performance of the worst performing
underlying index at maturity, even if the other underlying index has appreciated or has not declined as much, and you wil lose a significant
portion or al of your investment. Accordingly, your investment is subject to the price risk of both underlying indices.

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

§ The market price will be influenced by many unpredictable factors. Several factors 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 and dividend yield of the underlying indices, interest and yield rates, time remaining to maturity, geopolitical conditions and
economic, financial, political and regulatory or judicial events 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 levels of the underlying indices may be, and have recently been, extremely volatile, and we can give you no
assurance that the volatility wil lessen. See "S&P 500® Index Overview" and "Dow Jones Industrial AverageSM 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.

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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has
no independent operations beyond the issuance and administration of its securities and wil have no independent assets available for
distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar
proceeding. Accordingly, any recoveries by such holders wil be limited to those available under the related guarantee by Morgan Stanley and
that guarantee wil rank pari passu with al other unsecured, unsubordinated obligations of Morgan Stanley. Holders wil have recourse only to a
single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that
in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured,
unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

§ The amount payable on the Trigger PLUS is not linked to the values of the underlying indices at any time other than the valuation
date. The final index value of each underlying index wil be based on the index closing value of such index on the valuation date, subject to
adjustment for non-index business days and certain market disruption events. Even if both underlying indices appreciate prior to the valuation
date but the value of either underlying index drops by the valuation date to below its trigger level, the payment at maturity wil be significantly
less than it would have been had the payment at maturity been linked to the values of the underlying indices prior to such drop. Although the
actual values of the underlying indices on the stated maturity date or at other times during the term of the Trigger PLUS may be higher than
their respective final index values, the payment at maturity wil be based solely on the index closing values on the valuation date.

§ Investing in the Trigger PLUS is not equivalent to investing in either underlying index. Investing in the Trigger PLUS is not equivalent to
investing in either underlying index or the component stocks of either underlying index. Investors in the Trigger PLUS wil not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute either underlying index.

§ Adjustments to the underlying indices could adversely affect the value of the Trigger PLUS. The publisher of either underlying index
may add, delete or substitute the stocks constituting such underlying index or make other methodological changes that could change the value
of such underlying index. The publisher of either underlying index may discontinue or suspend calculation or publication of such 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 wil be permitted to consider indices that are calculated and published by the calculation agent or any
of its affiliates.

§ 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 economic terms of the Trigger PLUS 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 indices, and to our secondary market credit spreads, it may 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.

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4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006524/dp125073_424b2-ps3707.htm
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of Worst Performing of the S&P 500® Index and the Dow Jones Industrial AverageSM due
April 1, 2025
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
§ 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. 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. Because we do not expect that other broker-dealers wil 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 not to make 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 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 pricing
supplement 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 wil be influenced by many unpredictable factors" above.

§ Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS. 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 indices as wel as in other instruments
related to the underlying indices. 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 indices and other financial instruments related to the
underlying indices 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 pricing date could potential y increase the initial index value of an underlying index, and, therefore, could increase the trigger level
for such underlying index, which is the level at or above which such 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 (depending also on the performance of the other underlying
index). Additional y, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could potential y
affect whether the value of an underlying index on the valuation date is below the respective trigger level, and, therefore, whether an investor
would receive significantly less than the stated principal amount of the Trigger PLUS at maturity (depending also on the performance of the
other underlying index).

§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the
Trigger PLUS. As calculation agent, MS & Co. wil determine the initial index values, the trigger levels and the final index values, including
whether either underlying index has decreased to below the respective trigger level, and wil calculate the amount of cash, if any, you wil
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 indices. These potential y 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.

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