Obligation Morgan Stanley Financial 0% ( US61770FZE95 ) en USD

Morgan Stanley Financial

151.15 % ⇌

Etas-Unis

US61770FZE95 ( en USD )

08/04/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FZE95 en USD 0%, échue

1 000 USD

575 000 USD

61770FZE9

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 US61770FZE95, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/04/2025

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FZE95, a été notée NR par l'agence de notation Moody's.

424B2 1 dp125750_424b2-ps3800.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 2025

$575,000

$74.64

April 2 0 2 0
Pricing Supplement No. 3,800
Registration Statement Nos. 333-221595; 333-221595-01
Dated April 3, 2020
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell
2000® Index and the Dow Jones Industrial AverageSM due April 8, 2025
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, do not guarantee any
return of principal at maturity and have the terms described in the accompanying product supplement for Jump Securities, index
supplement and prospectus, as supplemented and modified by this document. If the final index value of e a c h underlying index is
gre a t e r t ha n or e qua l t o its respective initial index value, you will receive for each security that you hold at maturity a minimum
of $670 per security, in addition to the stated principal amount. If the worst performing underlying index appreciates by more than
67% 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 such worst performing underlying index. If the final index value of a ny underlying
index is less than its respective initial index value but the final index value of e a c h underlying index is greater than or equal to its
respective downside threshold value, investors will receive the stated principal amount of their investment. However, if the final
index value of a ny underlying index is le ss t ha n 70% of its respective initial index value, which we refer to as the respective
downside threshold value, the payment at maturity will be significantly less than the stated principal amount of the securities by an
amount that is proportionate to the percentage decrease in the final index value of the worst performing underlying from its
respective initial index value. Under these circumstances, the payment at maturity will be less than $700 per security and could be
zero. Ac c ordingly, you c ould lose your e nt ire init ia l inve st m e nt in t he se c urit ie s. Because the payment at maturity
on the securities is based on the worst performing of the underlying indices, a decline in a ny final index value below 70% of its
respective initial index value will result in a significant loss on your investment, even if the other underlying indices have
appreciated or have not declined as much. These long-dated securities are for investors who seek an equity index-based return
and who are willing to risk their principal, risk exposure to the worst performing of three underlying indices and forgo current income
in exchange for the upside payment feature that applies only if the final index value of e a c h underlying index is gre a t e r t ha n or
e qua l to its respective initial index value. The securities 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 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
St a t e d princ ipa l a m ount : $1,000 per security
Pric ing da t e :
April 3, 2020
Origina l issue da t e :
April 8, 2020 (3 business days after the pricing date)
M a t urit y da t e :
April 8, 2025
Aggre ga t e princ ipa l
$575,000
a m ount :
I nt e re st :
None
U nde rlying indic e s:
The S&P 500® Index (the "SPX Index"), the Russell 2000® Index (the "RTY Index") and the Dow
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Jones Industrial AverageSM (the "INDU Index")
Pa ym e nt a t m a t urit y:
· If the final index value of each underlying index is greater than or equal to its respective initial
index value:

$1,000 + the greater of (i) $1,000 × the index percent change of the worst performing
underlying index and (ii) the upside payment

· If the final index value of any underlying index is less than its respective initial index value but
the final index value of e a c h underlying index is greater than or equal to its respective
downside threshold value:

$1,000

· If the final index value of any underlying index is less than its respective downside threshold
value, meaning the value of a ny underlying index has declined by more than 30% from its
respective initial index value to its respective final index value:

$1,000 × index performance factor of the worst performing underlying index

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.
U pside pa ym e nt :
$670 per security (67% of the stated principal amount)
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
I nde x pe rform a nc e fa c t or:With respect to each underlying index, final index value / initial index value
Worst pe rform ing
The underlying index that has declined the most, meaning that it has the least index performance
unde rlying inde x :
factor
I nit ia l inde x va lue :
With respect to the SPX Index, 2,488.65, which is the index closing value of such index on the
pricing date
With respect to the RTY Index, 1,052.053, which is the index closing value of such index on the
pricing date
With respect to the INDU Index, 21,052.53, which is the index closing value of such index on the
pricing date
Dow nside t hre shold
With respect to the SPX Index, 1,742.055, which is 70% of the initial index value for such index
va lue :
With respect to the RTY Index, 736.437, which is approximately 70% of the initial index value for
such index
With respect to the INDU Index, 14,736.771, which is 70% of the initial index value for such index
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the valuation date
V a lua t ion da t e :
April 3, 2025, subject to postponement for non-index business days and certain market disruption
events
CU SI P / I SI N :
61770FZE9 / US61770FZE95
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
$903.50 per security. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public (1)
Age nt 's c om m issions
Proc e e ds t o us(3)
pric e :
a nd fe e s (2)
Pe r se c urit y
$1,000
$6.25
$993.75
T ot a l
$575,000
$3,593.75
$571,406.25
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $993.75 per security, for further sale to
certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to 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 for Jump Securities.
(3) See "Use of proceeds and hedging" on page 21.

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 8 .

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 .

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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 .

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 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

Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Princ ipa l a t Risk Se c urit ie s

The Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the
Dow Jones Industrial AverageSM due April 8, 2025 (the "securities") can be used:

As an alternative to direct exposure to the underlying indices that provides a minimum positive return of 67% if the final index
value of e a c h underlying index is greater than or equal to its respective initial index value and offers uncapped 1-to-1
participation in the appreciation of the worst performing underlying index if the appreciation of such underlying index is greater
than 67%;

To potentially outperform the worst performing of the S&P 500® Index, the Russell 2000® Index and the Dow Jones Industrial
AverageSM in a moderately bullish scenario;

To obtain limited protection against the loss of principal in the event of a decline of the underlying indices as of the valuation
date, but only if the final index value of e a c h underlying index is gre a t e r t ha n or e qua l to its respective downside
threshold value.

If the final index value of a ny underlying index is less than its downside threshold value, the securities are exposed on a 1-to-1
basis to the percentage decline of the final index value of the worst performing underlying index from its respective initial index
value. Ac c ordingly, inve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s.

M a t urit y:
5 years
U pside pa ym e nt :
$670 per security (67% of the stated principal amount)
Dow nside t hre shold va lue :
For each underlying index, 70% of the respective initial index value
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 pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $903.50.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying indices. The estimated value of the securities is determined using our own
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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 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 upside payment and the downside threshold values, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of
the economic terms of the securities would be more favorable to you.

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

The price at which MS & Co. purchases the securities 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 well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However,

April 2020
Page 2
Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for
a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary
market, absent changes in market conditions, including those related to the underlying indices, 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
Page 3
Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

K e y I nve st m e nt Ra t iona le

The securities do not pay interest but provide a minimum positive return of 67% if the final index value of each of the S&P 500®
Index, the Russell 2000® Index and the Dow Jones Industrial AverageSM is greater than or equal to its respective initial index value
and offer an uncapped 1-to-1 participation in the appreciation of the worst performing underlying index if the appreciation of such
index is greater than 67%. If the final index value of any underlying index is less than its respective initial index value but the final
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index value of each underlying index is greater than or equal to its respective downside threshold value, you will receive a payment
at maturity equal to the stated principal amount. However, if, as of the valuation date, the value of a ny underlying index is less
than its respective downside threshold value, the payment due at maturity will be less than $700 per security and could be zero.

U pside Sc e na rio
If the final index value of each underlying index is greater than or equal to its respective initial index
value, 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 of the worst performing underlying index and (ii) the upside payment of
$670.
Pa r Sc e na rio
If the final index value of a ny underlying index is le ss t ha n its respective initial index value but the final
index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective downside threshold
value, the payment at maturity will be equal to the stated principal amount of $1,000 per security.
Dow nside
If the final index value of any underlying index is less than its respective downside threshold value,
Sc e na rio
you will lose 1% for every 1% decline in the value of the worst performing underlying index from its
respective initial index value, without any buffer (e.g., a 50% depreciation in the worst performing
underlying index from the respective initial index value to the respective final index value will result in a
payment at maturity of $500 per security).

Because the payment at maturity of the securities is based on the worst performing of the underlying
indices, a decline in any underlying index below its respective downside threshold value will result in a
loss of a significant portion or all of your investment, even if the other underlying indices have appreciated
or have not declined as much.

April 2020
Page 4
Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the securities. The following examples
are for illustrative purposes only. The payment at maturity on the securities is subject to our credit risk. The below examples are
based on the following terms. The actual initial index values and downside threshold values are set forth on the cover of this
document.

St a t e d Princ ipa l Am ount : $1,000 per security
H ypot he t ic a l I nit ia l
With respect to the SPX Index: 2,200
I nde x V a lue :
With respect to the RTY Index: 1,400
With respect to the INDU Index: 25,000
H ypot he t ic a l Dow nside
With respect to the SPX Index: 1,540, which is 70% of its hypothetical initial index value
T hre shold V a lue :
With respect to the RTY Index: 980, which is 70% of its hypothetical initial index value
With respect to the INDU Index: 17,500, which is 70% of its hypothetical initial index value
U pside Pa ym e nt :
$670 (67% of the stated principal amount)
I nt e re st :
None

EX AM PLE 1 : Ea c h unde rlying inde x a ppre c ia t e s subst a nt ia lly, a nd inve st ors t he re fore re c e ive t he st a t e d
princ ipa l a m ount plus a re t urn re fle c t ing t he inde x pe rc e nt c ha nge of t he w orst pe rform ing unde rlying
inde x .

Final index value

SPX Index: 3,850

RTY Index: 2,870
INDU Index: 52,500
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Index percent change

SPX Index: (3,850 2,200) / 2,200 = 75%
RTY Index: (2,870 1,400) / 1,400 = 105%
INDU Index: (52,500 25,000) / 25,000 = 110%
Payment at maturity
=
$1,000 + ($1,000 × the index percent change of the worst performing underlying index)

=
$1,000 + $750

=
$1,750

In example 1, the final index value for the SPX Index has increased from its initial index value by 75%, the final index value for the
RTY Index has increased from its initial index value by 105% and the final index value for the INDU Index has increased from its
initial index value by 110%. Because the final index value of each underlying index is at or above its respective initial index value,
and the index percent change of the worst performing underlying index is greater than the minimum positive return of 67%,
investors receive at maturity the stated principal amount plus 1-to-1 participation in the performance of the worst performing
underlying index. Investors receive $1,750 per security at maturity.

EX AM PLE 2 : T he fina l inde x va lue of e a c h unde rlying inde x is a t or a bove it s re spe c t ive init ia l inde x va lue
but t he w orst pe rform ing unde rlying inde x ha s not a ppre c ia t e d by m ore t ha n 6 7 % , a nd inve st ors t he re fore
re c e ive t he st a t e d princ ipa l a m ount plus t he upside pa ym e nt .

Final index value

SPX Index: 2,530

RTY Index: 1,568
INDU Index: 27,500
Index percent change

SPX Index: (2,530 2,200) / 2,200 = 15%
RTY Index: (1,568 1,400) / 1,400 = 12%
INDU Index: (27,500 25,000) / 25,000 = 10%

April 2020
Page 5
Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

Payment at maturity
=
$1,000 + upside payment

=
$1,000 + $670

=
$1,670

In example 2, the final index value for the SPX Index has increased from its initial index value by 15%, the final index value for the
RTY Index has increased from its initial index value by 12% and the final index value for the INDU Index has increased from its
initial index value by 10%. Because the final index value of each underlying index is at or above its respective initial index value,
investors receive at maturity the stated principal amount plus the upside payment of $670. Investors receive $1,670 per security at
maturity.

EX AM PLE 3 : T he fina l inde x va lue of one of t he unde rlying indic e s is le ss t ha n it s re spe c t ive dow nside
t hre shold va lue . I nve st ors a re t he re fore e x pose d t o t he full de c line in t he w orst pe rform ing unde rlying
inde x from it s re spe c t ive init ia l inde x va lue .

Final index value

SPX Index: 2,640

RTY Index: 910
INDU Index: 20,000
Index performance factor

SPX Index: 2,640 / 2,200 = 120%
RTY Index: 910 / 1,400 = 65%
INDU Index: 20,000 / 25,000 = 80%
Payment at maturity
=
$1,000 × index performance factor of the worst performing underlying index

=
$1,000 × 65%

=
$650

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In example 3, the final index value for the SPX Index has increased from its initial index value by 20%, the final index value for the
RTY Index has decreased from its initial index value by 35% and the final index value for the INDU Index has decreased from its
initial index value by 20%. Because one of the underlying indices has declined below its respective downside threshold value,
investors are exposed to the full negative performance of the RTY Index, which is the worst performing underlying index in this
example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the
worst performing underlying index from its respective initial index value. In this example, investors receive a payment at maturity
equal to $650 per security, resulting in a loss of 35%.

EX AM PLE 4 : T he fina l inde x va lue s of one or m ore unde rlying indic e s a re le ss t ha n t he re spe c t ive init ia l
inde x va lue s but t he fina l inde x va lue of e a c h unde rlying inde x is gre a t e r t ha n or e qua l t o it s re spe c t ive
dow nside t hre shold va lue .

Final index value

SPX Index: 1,870

RTY Index: 1,176
INDU Index: 22,500
Index performance factor

SPX Index: 1,870 / 2,200 = 85%
RTY Index: 1,176 / 1,400 = 84%
INDU Index: 22,500 / 25,000 = 90%
Payment at maturity
=
$1,000

In example 4, the final index value of at least one underlying index is less than its respective initial index value, and so investors do
not receive the upside payment. However, the final index value of each underlying index is greater than or equal to its respective
downside threshold value. The SPX index has decreased from its initial index value by 15%, the RTY Index has decreased from its
initial index value by 16% and the INDU Index has decreased from its initial index value by 10%. Therefore, because the final index
value or each underlying index is greater than or equal to its respective downside threshold value, investors receive at maturity the
stated principal amount of $1,000 per security.

April 2020
Page 6
Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

EX AM PLE 5 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n it s re spe c t ive dow nside t hre shold
va lue . I nve st ors a re t he re fore e x pose d t o t he full de c line in t he w orst pe rform ing unde rlying inde x from it s
re spe c t ive init ia l inde x va lue .

Final index value

SPX Index: 440

RTY Index: 560
INDU Index: 8,750
Index performance factor

SPX Index: 440 / 2,200 = 20%
RTY Index: 560 / 1,400 = 40%
INDU Index: 8,750 / 25,000 = 35%
Payment at maturity
=
$1,000 × index performance factor of the worst performing underlying index

=
$1,000 × 20%

=
$200

In example 5, the final index value for the SPX Index has decreased from its initial index value by 80%, the final index value for
the RTY Index has decreased from its initial index value by 60% and the final index value for the INDU Index has decreased from
its initial index value by 65%. Because one or more underlying indices have declined below their respective downside threshold
values, investors are exposed to the full negative performance of the SPX Index, which is the worst performing underlying index in
this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the
worst performing underlying index from its respective initial index value. In this example, investors receive a payment at maturity
equal to $200 per security, resulting in a loss of 80%.

I f t he fina l inde x va lue of a ny of t he unde rlying indic e s is le ss t ha n it s re spe c t ive dow nside t hre shold va lue ,
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you w ill re c e ive a n a m ount in c a sh t ha t is signific a nt ly le ss t ha n t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount of e a c h
se c urit y by a n a m ount proport iona t e t o t he full de c line in t he le ve l of t he w orst pe rform ing unde rlying inde x
from it s re spe c t ive init ia l inde x va lue ove r t he t e rm of t he se c urit ie s, a nd you w ill lose a signific a nt port ion
or a ll of your inve st m e nt .

April 2020
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Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
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. You should also consult with your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.

The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ
from those of ordinary debt securities in that the securities do not pay interest or guarantee the payment of any principal 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 index value of each underlying index. If the final index value of a ny underlying index is less than 70% of
its respective initial index value, you will receive at maturity 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 final index value of the worst performing
underlying index from its respective initial index value over the term of the securities, and you will lose a significant portion or
all of your investment. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s, a nd, a c c ordingly, you
c ould lose your e nt ire inve st m e nt .

You are exposed to the price risk of each underlying index. Your return on the securities is not linked to a basket
consisting of all three underlying indices. Rather, it will 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 all
the components of the basket, you will be exposed to the risks related to each underlying index. Poor performance by any
underlying index over the term of the securities will negatively affect your return and will not be offset or mitigated by any
positive performance by the other underlying indices. If the final index value of any underlying index declines to below 70% of
its respective initial index value, you will be fully exposed to the negative performance of the worst performing underlying index
at maturity, even if the other underlying indices have appreciated or have not declined as much. Ac c ordingly, your
inve st m e nt is subje c t t o t he pric e risk of a ll t hre e unde rlying indic e s.

Because the securities are linked to the performance of the w orst performing underlying index, you are
e x pose d t o gre a t e r risk of sust a ining a signific a nt loss on your inve st m e nt t ha n if t he se c urit ie s w e re
link e d t o just one unde rlying inde x . The risk that you will suffer a significant loss on your investment is greater if you
invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying
index. With three underlying indices, it is more likely that the final index value of any underlying index will decline to below its
respective downside threshold value than if the securities were linked to only one underlying index. Therefore, it is more likely
that you will suffer a significant loss on your investment.

The amount payable on the securities is not linked to the values of the underlying indices at any time
ot he r t ha n t he va lua t ion da t e . The final index values will be the index closing values on the valuation date, subject to
postponement for non-index business days and certain market disruption events. Even if the value of the worst performing
underlying index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be
significantly less than it would have been had the payment at maturity been linked to the value of the worst performing
underlying index prior to such drop. Although the actual value of the worst performing underlying index on the stated maturity
date or at other times during the term of the securities may be higher than its respective final index value, the payment at
maturity will be based solely on the index closing value of the worst performing underlying index on the valuation date.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
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securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for 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

April 2020
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Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for
the securities. Accordingly, you should be willing to hold your securities to maturity.

The 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 values of the underlying indices at any time (including in relation to their initial index values),

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

dividend rates on the securities underlying the underlying indices,

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

the time remaining until the maturity of the securities,

the composition of the underlying indices and changes in the constituent stocks of the underlying indices, 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. In particular, 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 any underlying index is near, at or below its respective downside threshold value.

You cannot predict the future performance of the underlying indices based on their historical performance. If the final index
value of any underlying index is less than 70% of its respective initial index value, you will be exposed on a 1-to-1 basis to the
full decline in the final index value of the worst performing underlying index from its respective initial index value. There can be
no assurance that the final index value of each underlying index will be greater than or equal to its respective initial index value
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
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obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the securities prior to maturity will be affected by changes in the market's view of our
creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market
for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

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

April 2020
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Morgan Stanley Finance LLC

Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index, the Russell 2000®
Index and the Dow Jones Industrial AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s

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., are 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 issue date, to the extent that MS & Co. may buy or sell the securities in
the secondary market, absent changes in market conditions, including those related to the underlying indices, 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 pricing
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes 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 are linked to the Russell 2000® Index and are subject to risks associated w ith small-
c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlying indices, and the Russell 2000® Index
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