Obligation Morgan Stanley Financial 0% ( US61770FZF60 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61770FZF60 ( en USD )

08/04/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FZF60 en USD 0%, échue

1 000 USD

567 000 USD

61770FZF6

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 US61770FZF60, 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 US61770FZF60, a été notée NR par l'agence de notation Moody's.

424B2 1 dp125754_424b2-ps3801.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

$567,000

$73.60

April 2 0 2 0
Pricing Supplement No. 3,801
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 $570 per security, in addition to the stated principal amount. If the worst
performing underlying index appreciates by more than 57% 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 a m ount :
$567,000
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 Jones Industrial AverageSM (the "INDU
Index")
Pa ym e nt a t m a t urit y:
·
If the final index value of e a c h 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 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:
$1,000
·
If the final index value of a ny 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 :
$570 per security (57% 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 unde rlying
The underlying index that has declined the most, meaning that it has the least index performance factor
inde x :
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 va lue :
With respect to the SPX Index, 1,742.055, which is 70% of the initial index value for such index
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 :
61770FZF6 / US61770FZF60
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 pric ing
$875.50 per security. See "Investment Summary" on page 2.
da t e :
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 se c urit y
$1,000
$36.25
$963.75
T ot a l
$567,000
$20,553.75
$546,446.25
We also sold, pursuant to Pricing Supplement No. 3,800, a separate issuance of securities, being sold only to fee-based advisory accounts, with terms similar to those of this issuance
but with a higher upside payment.
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $36.25 for each security 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
Jump Securities.
(2) See "Use of proceeds and hedging" on page 20.
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 .
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 57% if the final index value of each 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 57%;

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 each
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 :
$570 per security (57% 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 $875.50.

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 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
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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 57% 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 57%. If the final index value of any underlying index is less than its respective initial index value but the final 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 $570.
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 Sc e na rio
If the final index value of any underlying index is less than its respective downside threshold value, 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 I nde x V a lue :
With respect to the SPX Index: 2,200

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 T hre shold
With respect to the SPX Index: 1,540, which is 70% of its hypothetical initial index value
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 :
$570 (57% 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
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RTY Index: 2,870
INDU Index: 52,500
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 57%, 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 5 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
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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
Payment at maturity
=
$1,000 + upside payment

=
$1,000 + $570

=
$1,570

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 $570. Investors receive $1,570 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

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
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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
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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 , 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 exposed to greater risk of sustaining 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 other than the valuation date. 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 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

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SM
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Average
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 credit spreads may adversely affect the
m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we
default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities
prior to maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the 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 than the rate implied by our secondary
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

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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 hich may differ from those of other dealers
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
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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-capitalization companies. As the Russell 2000®
Index is one of the underlying indices, and the Russell 2000® Index consists of stocks issued by companies with relatively small market capitalization, the securities are linked to the
value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and
therefore the Russell 2000® Index may be more volatile than indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies
are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be
thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a
small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of
their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments
related to their products.

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

Adjustments to the underlying indices could adversely affect the value of the securities. The publisher of any underlying index may add, delete or substitute the
stocks underlying such index or make other methodological changes that could change the value of such underlying index. Any of these actions could adversely affect the value of
the securities. The publisher of such underlying index may also discontinue or suspend calculation or publication of such underlying index at any time. In these circumstances, MS
& Co., as the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index. MS & Co. could have an
economic interest that is different than that of investors in

April 2020
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Morgan Stanley Finance LLC
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AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s
the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that
there is no appropriate successor index, the payout on the securities at maturity will be an amount based on the closing prices on the valuation date of the stocks underlying the
relevant index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance with the formula for calculating such
underlying index last in effect prior to such discontinuance (depending also on the performance of the other underlying indices).

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

Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party
dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying indices or their component stocks), including trading in the
stocks that constitute the underlying indices as well 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 securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date
approaches. Some of our 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 potentially increase the initial index value of
an underlying index, and, therefore, could increase the value at or above which such underlying index must close on the valuation date so that you do not suffer a significant loss
on your initial investment in the securities (depending also on the performance of the other underlying indices). Additionally, such hedging or trading activities during the term of the
securities, including on the valuation date, could adversely affect the value of any underlying index on the valuation date, and, accordingly, the amount of cash an investor will
receive at maturity, if any (depending also on the performance of the other underlying indices).

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

April 2020
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Morgan Stanley Finance LLC
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AverageSM due April 8, 2025
Princ ipa l a t Risk Se c urit ie s
a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.
https://www.sec.gov/Archives/edgar/data/895421/000095010320007128/dp125754_424b2-ps3801.htm[4/7/2020 2:46:34 PM]

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

April 2020
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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
S&P 500® Index Overview

The S&P 500® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of 500 component companies selected to provide a
performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative value of the float adjusted aggregate market capitalization of the
500 component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941
through 1943. For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying index supplement.

Information as of market close on April 3, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,488.65
5 2 We e k s Ago:
2,873.40
5 2 We e k H igh (on 2 /1 9 /2 0 2 0 ):
3,386.15
5 2 We e k Low (on 3 /2 3 /2 0 2 0 ):
2,237.40

The following graph sets forth the daily closing values of the SPX Index for the period from January 1, 2015 through April 3, 2020. The related table sets forth the published high and
low closing values, as well as end-of-quarter closing values, of the SPX Index for each quarter in the same period. The closing value of the SPX Index on April 3, 2020 was
2,488.65. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The SPX Index has at times experienced
periods of high volatility, and you should not take the historical values of the SPX Index as an indication of its future performance.

SPX I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o April 3 , 2 0 2 0
April 2020
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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
S& P 5 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5

First Quarter
2,117.39
1,992.67
2,067.89
Second Quarter
2,130.82
2,057.64
2,063.11
Third Quarter
2,128.28
1,867.61
1,920.03
Fourth Quarter
2,109.79
1,923.82
2,043.94
2 0 1 6

First Quarter
2,063.95
1,829.08
2,059.74
Second Quarter
2,119.12
2,000.54
2,098.86
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Third Quarter
2,190.15
2,088.55
2,168.27
Fourth Quarter
2,271.72
2,085.18
2,238.83
2 0 1 7

First Quarter
2,395.96
2,257.83
2,362.72
Second Quarter
2,453.46
2,328.95
2,423.41
Third Quarter
2,519.36
2,409.75
2,519.36
Fourth Quarter
2,690.16
2,529.12
2,673.61
2 0 1 8

First Quarter
2,872.87
2,581.00
2,640.87
Second Quarter
2,786.85
2,581.88
2,718.37
Third Quarter
2,930.75
2,713.22
2,913.98
Fourth Quarter
2,925.51
2,351.10
2,506.85
2 0 1 9

First Quarter
2,854.88
2,447.89
2,834.40
Second Quarter
2,954.18
2,744.45
2,941.76
Third Quarter
3,025.86
2,840.60
2,976.74
Fourth Quarter
3,240.02
2,887.61
3,230.78
2 0 2 0

First Quarter
3,386.15
2,237.40
2,584.59
Second Quarter (through April 3, 2020)
2,526.90
2,470.50
2,488.65

"Standard & Poor's®," "S&P®," "S&P 500®," "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's Financial Services LLC. For more information, see "S&P 500®
Index" in the accompanying index supplement.

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
Russell 2000® Index Overview

The Russell 2000® Index is an index calculated, published and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000 companies
incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The Russell
3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the U.S. equity market. The Russell 2000®
Index consists of the smallest 2,000 companies included in the Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The
Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000® Index, see
the information set forth under "Russell 2000® Index" in the accompanying index supplement.

Information as of market close on April 3, 2020:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,052.053
5 2 We e k s Ago:
1,560.910
5 2 We e k H igh (on 1 /1 6 /2 0 2 0 ):
1,705.215
5 2 We e k Low (on 3 /1 8 /2 0 2 0 ):
991.160

The following graph sets forth the daily closing values of the RTY Index for the period from January 1, 2015 through April 3, 2020. The related table sets forth the published high and
low closing values, as well as end-of-quarter closing values, of the RTY Index for each quarter in the same period. The closing value of the RTY Index on April 3, 2020 was
1,052.053. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The RTY Index has at times experienced
periods of high volatility, and you should not take the historical values of the RTY Index as an indication of its future performance.

RT Y I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o April 3 , 2 0 2 0
April 2020
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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
Russe ll 2 0 0 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 5

First Quarter
1,266.373
1,154.709
1,252.772
Second Quarter
1,295.799
1,215.417
1,253.947
Third Quarter
1,273.328
1,083.907
1,100.688
Fourth Quarter
1,204.159
1,097.552
1,135.889
2 0 1 6

First Quarter
1,114.028
953.715
1,114.028
Second Quarter
1,188.954
1,089.646
1,151.923
Third Quarter
1,263.438
1,139.453
1,251.646
Fourth Quarter
1,388.073
1,156.885
1,357.130
2 0 1 7

First Quarter
1,413.635
1,345.598
1,385.920
Second Quarter
1,425.985
1,345.244
1,415.359
Third Quarter
1,490.861
1,356.905
1,490.861
Fourth Quarter
1,548.926
1,464.095
1,535.511
2 0 1 8

First Quarter
1,610.706
1,463.793
1,529.427
Second Quarter
1,706.985
1,492.531
1,643.069
Third Quarter
1,740.753
1,653.132
1,696.571
Fourth Quarter
1,672.992
1,266.925
1,348.559
2 0 1 9

First Quarter
1,590.062
1,330.831
1,539.739
Second Quarter
1,614.976
1,465.487
1,566.572
Third Quarter
1,585.599
1,456.039
1,523.373
Fourth Quarter
1,678.010
1,472.598
1,668.469
2 0 2 0

First Quarter
1,705.215
991.160
1,153.103
Second Quarter (through April 3, 2020)
1,085.808
1,052.053
1,052.053

The "Russell 2000® Index" is a trademark of FTSE Russell. For more information, see "Russell 2000® Index" in the accompanying index supplement.

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
Dow Jones Industrial AverageSM Overview

The Dow Jones Industrial AverageSM is a price-weighted index composed of 30 common stocks that is published by S&P Dow Jones Indices LLC, the marketing name and a licensed
trademark of CME Group Inc., as representative of the broad market of U.S. industry. For additional information about the Dow Jones Industrial AverageSM, see the information set
forth under "Dow Jones Industrial AverageSM" in the accompanying index supplement.

Information as of market close on April 3, 2020:

Bloom be rg T ic k e r Sym bol:
INDU
Curre nt I nde x V a lue :
21,052.53
5 2 We e k s Ago:
26,218.13
5 2 We e k H igh (on 2 /1 2 /2 0 2 0 ):
29,551.42
5 2 We e k Low (on 3 /2 3 /2 0 2 0 ):
18,591.93

The following graph sets forth the daily closing values of the INDU Index for the period from January 1, 2015 through April 3, 2020. The related table sets forth the published high and
low closing values, as well as end-of-quarter closing values, of the INDU Index for each quarter in the same period. The closing value of the INDU Index on April 3, 2020 was
21,052.53. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The INDU Index has at times experienced
periods of high volatility, and you should not take the historical values of the INDU Index as an indication of its future performance.

I N DU I nde x Da ily Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o April 3 , 2 0 2 0
https://www.sec.gov/Archives/edgar/data/895421/000095010320007128/dp125754_424b2-ps3801.htm[4/7/2020 2:46:34 PM]

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