Obligation Morgan Stanley Financial 0% ( US61771BAP94 ) en USD

Morgan Stanley Financial

128.95 % ⇌

Etas-Unis

US61771BAP94 ( en USD )

22/05/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61771BAP94 en USD 0%, échue

1 000 USD

896 000 USD

61771BAP9

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 US61771BAP94 émise par Morgan Stanley Finance aux États-Unis, d'une valeur nominale totale de 896 000 USD et négociée par tranche minimale de 1 000 USD, affiche un prix actuel de 128,95% de sa valeur nominale, un taux d'intérêt de 0%, une maturité fixée au 22/05/2025, une fréquence de paiement semestrielle et ne bénéficie d'aucune notation Moody's.

424B2 1 dp128520_424b2-ps4014.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffered Participation Securities due 2025

$896,000

$116.30

M a y 2 0 2 0
Pricing Supplement No. 4,014
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 18, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 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 Buffered Securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally
guaranteed by Morgan Stanley. The Buffered Securities will pay no interest, provide a minimum payment at maturity of only 20% of
the stated principal amount and have the terms described in the accompanying product supplement for participation securities,
index supplement and prospectus, as supplemented or modified by this document. At maturity, if the underlying index has
a ppre c ia t e d in value, investors will receive the stated principal amount of their investment plus a return reflecting 100% of the
upside performance of the underlying index, subject to the maximum payment at maturity. If the underlying index has
de pre c ia t e d in value, but the underlying index has not declined by more than the specified buffer amount, the Buffered
Securities will redeem for par. However, if the underlying index has declined by more than the buffer amount, investors will lose 1%
for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the stated
principal amount. Investors may lose up to 80% of the stated principal amount of the Buffered Securities. These long-dated
Buffered Securities are for investors who seek an equity index-based return and who are willing to risk their principal and forgo
current income and upside above the maximum payment at maturity in exchange for the buffer feature that applies to a limited
range of performance of the underlying index. The Buffered 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 Buffe re d 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
M a t urit y da t e :
May 22, 2025
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$896,000
a m ount :
Pa ym e nt a t m a t urit y pe r
If the final index value is greater than the initial index value:
Buffe re d Se c urit y:
$1,000 + upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
If the final index value is less than or equal to the initial index value but has decreased from the
initial index value by an amount less than or equal to the buffer amount of 20%:
$1,000
If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 20%:
($1,000 × the index performance factor) + $200
Under these circumstances, the payment at maturity will be less than the stated principal amount
of $1,000. However, under no circumstances will the Buffered Securities pay less than $200 per
Buffered Security at maturity.
U pside pa ym e nt :
$1,000 × index percent increase
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I nde x pe rc e nt inc re a se :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
2,953.91, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
May 19, 2025, subject to postponement for non-index business days and certain market disruption
events
Buffe r a m ount :
20%. As a result of the buffer amount of 20%, the value at or above which the underlying index
must close on the valuation date so that investors do not suffer a loss on their initial investment in
the Buffered Securities is 2,363.128, which is 80% of the initial index value.
M inim um pa ym e nt a t
$200 per Buffered Security (20% of the stated principal amount)
m a t urit y:
I nde x pe rform a nc e fa c t or: Final index value divided by the initial index value
M a x im um pa ym e nt a t
$1,480 per Buffered Security (148% of the stated principal amount)
m a t urit y:
St a t e d princ ipa l a m ount :
$1,000 per Buffered Security
I ssue pric e :
$1,000 per Buffered Security (see "Commissions and issue price" below)
Pric ing da t e :
May 18, 2020
Origina l issue da t e :
May 21, 2020 (3 business days after the pricing date)
CU SI P:
61771BAP9
I SI N :
US61771BAP94
List ing:
The Buffered 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
$932.00 per Buffered Security. See "Investment Summary" beginning on page 2.
pric ing 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)
Pe r Buffe re d Se c urit y
$1,000
$42.50
$957.50
T ot a l
$896,000
$38,080
$857,920
(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$42.50 for each Buffered 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.
(2)See "Use of proceeds and hedging" on page 13.
T he Buffe re d Se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 6 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he Buffe re d 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 Buffe re d Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Buffe re d Se c urit ie s" a t t he e nd of t his
doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd
M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Pa rt ic ipa t ion Se c urit ie s da t e d
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
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
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025
Princ ipa l a t Risk Se c urit ie s

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Investment Summary
Buffe re d Pa rt ic ipa t ion Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025 (the "Buffered Securities") can
be used:

To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum payment
at maturity

To obtain a buffer against a specified level of negative performance in the underlying index

M a t urit y:
Approximately 5 years
M a x im um pa ym e nt a t
$1,480 per Buffered Security (148% of the stated principal amount)
m a t urit y:
Buffe r a m ount :
20%, with 1-to-1 downside exposure below the buffer
M inim um pa ym e nt a t
$200 per Buffered Security (20% of the stated principal amount). Investors may lose up
m a t urit y:
to 80% of the stated principal amount of the Buffered Securities.
Coupon:
None

The original issue price of each Buffered Security is $1,000. This price includes costs associated with issuing, selling, structuring
and hedging the Buffered Securities, which are borne by you, and, consequently, the estimated value of the Buffered Securities on
the pricing date is less than $1,000. We estimate that the value of each Buffered Security on the pricing date is $932.00.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the Buffered Securities?

In determining the economic terms of the Buffered Securities, including the maximum payment at maturity, the buffer amount and
the minimum payment at maturity, 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 Buffered 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 Buffered
Securities?

The price at which MS & Co. purchases the Buffered Securities in the secondary market, absent changes in market conditions,
including those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because
the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co.
would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing,
selling, structuring and hedging the Buffered 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 Buffered Securities in the secondary market, absent
changes in market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would
do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage
account statements.

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

May 2020
Page 2
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Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The Buffered Securities offer upside exposure to the underlying index, subject to the maximum payment at maturity, while providing
limited protection against negative performance of the underlying index. Once the underlying index has decreased in value by more
than the specified buffer amount, investors are exposed to the negative performance of the underlying index, subject to the
minimum payment at maturity. At maturity, if the underlying index has appreciated, investors will receive the stated principal amount
of their investment plus a return reflecting 100% of the index percent increase, subject to the maximum payment at maturity. At
maturity, if the underlying index has depreciated and (i) if the final index value of the underlying index has not declined from the
initial index value by more than the specified buffer amount, the Buffered Securities will redeem for par, or (ii) if the final index
value of the underlying index has declined by more than the buffer amount, the investor will lose 1% for every 1% decline beyond
the specified buffer amount, subject to the minimum payment at maturity. I nve st ors m a y lose up t o 8 0 % of t he st a t e d
princ ipa l a m ount of t he Buffe re d Se c urit ie s.

U pside Sc e na rio
The underlying index increases in value, and, at maturity, the Buffered Securities redeem for the
stated principal amount of $1,000 plus a return reflecting 100% of the index percent increase, subject
to the maximum payment at maturity of $1,480 per Buffered Security (148% of the stated principal
amount).
Pa r Sc e na rio
The underlying index declines in value by no more than 20%, and, at maturity, the Buffered
Securities redeem for the stated principal amount of $1,000.
Dow nside Sc e na rio
The underlying index declines in value by more than 20%, and, at maturity, the Buffered Securities
redeem for less than the stated principal amount by an amount that is proportionate to the
percentage decrease of the underlying index from the initial index value, plus the buffer amount of
20%. (Example: if the underlying index decreases in value by 35%, the Buffered Securities will
redeem for $850.00, or 85.00% of the stated principal amount.) The minimum payment at maturity is
$200 per Buffered Security.
May 2020
Page 3
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025
Princ ipa l a t Risk Se c urit ie s

How the Buffered Securities Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the Buffered Securities based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per Buffered Security
Buffe r a m ount :
20%
M a x im um pa ym e nt a t m a t urit y:
$1,480 per Buffered Security (148% of the stated principal
amount)
M inim um pa ym e nt a t m a t urit y:
$200 per Buffered Security

Buffe re d Se c urit ie s Pa yoff Dia gra m
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H ow it w ork s

Upside Scenario. If the final index value is greater than the initial index value, investors will receive the $1,000 stated
principal amount plus 100% of the appreciation of the underlying index over the term of the Buffered Securities, subject to the
maximum payment at maturity. Under the terms of the Buffered Securities, an investor will realize the maximum payment at
maturity of $1,480 per Buffered Security (148% of the stated principal amount) at a final index value of 148% of the initial index
value.

If the underlying index appreciates 2%, investors will receive a 2% return, or $1,020 per Buffered Security.

If the underlying index appreciates 70%, the investor would receive only the maximum payment at maturity of $1,480 per
Buffered Security, or 148% of the stated principal amount.

Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial index
value by an amount less than or equal to the buffer amount of 20%, investors will receive the stated principal amount of $1,000
per Buffered Security.

If the underlying index depreciates 5%, investors will receive the $1,000 stated principal amount.

May 2020
Page 4
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025
Princ ipa l a t Risk Se c urit ie s

Dow nside Scenario. If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 20%, investors will receive an amount that is less than the stated
principal amount by an amount that is proportionate to the percentage decrease of the value of the underlying index from the
initial index value, plus the buffer amount of 20%. The minimum payment at maturity is $200 per Buffered Security.

For example, if the underlying index depreciates 45%, investors would lose 25.00% of their principal and receive only $750
per Buffered Security at maturity, or 75.00% of the stated principal amount.

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May 2020
Page 5
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 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 Buffered Securities. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for participation
securities, index supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other
advisers in connection with your investment in the Buffered Securities.

Buffered Securities do not pay interest and provide a minimum payment at maturity of only 20% of your
princ ipa l. The terms of the Buffered Securities differ from those of ordinary debt securities in that the Buffered Securities do
not pay interest, and provide a minimum payment at maturity of only 20% of the stated principal amount of the Buffered
Securities, subject to our credit risk. If the final index value is less than 80% of the initial index value, you will receive for each
Buffered Security that you hold a payment at maturity that is less than the stated principal amount of each Buffered Security by
an amount proportionate to the decline in the closing value of the underlying index from the initial index value, plus $200 per
Buffered Security. Ac c ordingly, inve st ors m a y lose up t o 8 0 % of t he st a t e d princ ipa l a m ount of t he Buffe re d
Se c urit ie s.

The appreciation potential of the Buffered Securities is limited by the maximum payment at maturity.
The appreciation potential of the Buffered Securities is limited by the maximum payment at maturity of $1,480 per Buffered
Security, or 148% of the stated principal amount. Investors will not participate in any further appreciation of the underlying
index, which may be significant.

The market price of the Buffered Securities w ill be influenced by many unpredictable factors. Several
factors, many of which are beyond our control, will influence the value of the Buffered Securities in the secondary market and
the price at which MS & Co. may be willing to purchase or sell the Buffered Securities in the secondary market, including the
value, volatility (frequency and magnitude of changes in value) and dividend yield of the underlying index, interest and yield
rates in the market, time remaining until the Buffered Securities mature, geopolitical conditions and economic, financial,
political, regulatory or judicial events that affect the underlying index or equities markets generally and which may affect the
final index value of the underlying index and any actual or anticipated changes in our credit ratings or credit spreads. Generally,
the longer the time remaining to maturity, the more the market price of the Buffered Securities will be affected by the other
factors described above. The value of the underlying index may be, and has recently been, volatile, and we can give you no
assurance that the volatility will lessen. See "S&P 500® Index Overview" below. You may receive less, and possibly
significantly less, than the stated principal amount per Buffered Security if you try to sell your Buffered Securities prior to
maturity.

The Buffered Securities are subject to our credit risk, and any actual or anticipated changes to our
c re dit ra t ings 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 Buffe re d Se c urit ie s. You are
dependent on our ability to pay all amounts due on the Buffered Securities at maturity and therefore you are subject to our
credit risk. If we default on our obligations under the Buffered 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 Buffered 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 Buffered
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
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creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

The amount payable on the Buffered Securities is not linked to the value of the underlying index at any
t im e ot he r t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
index appreciates prior to the valuation date but then drops by the valuation date by more than 20% of the initial index value,
the payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been
linked to the value of the underlying index prior to such drop. Although the actual value of the underlying index on the stated
maturity date or at other times during the term of the Buffered Securities may be higher than the index closing value on the
valuation date, the payment at maturity will be based solely on the index closing value on the valuation date.

Investing in the Buffered Securities is not equivalent to investing in the underlying index. Investing in the
Buffered Securities is not equivalent to investing in the underlying index or its component stocks. As an investor in the
Buffered Securities,

May 2020
Page 6
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025
Princ ipa l a t Risk Se c urit ie s

you will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that
constitute the underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he Buffe re d
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 Buffe re d Se c urit ie s, c a use t he
e st im a t e d va lue of t he Buffe re d Se c urit ie s t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly
a ffe c t se c onda ry m a rk e t pric e s. Assuming no change in market conditions or any other relevant factors, the prices, if
any, at which dealers, including MS & Co., may be willing to purchase the Buffered 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 Buffered Securities in the original issue price and the
lower rate we are willing to pay as issuer make the economic terms of the Buffered Securities less favorable to you than they
otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Buffered 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 Buffered Securities in the secondary market, absent changes in market conditions, including those related to the underlying
index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we
expect that those higher values will also be reflected in your brokerage account statements.

Adjustments to the underlying index could adversely affect the value of the Buffered Securities. The
underlying index publisher may add, delete or substitute the stocks constituting the underlying index or make other
methodological changes that could change the value of the underlying index. The underlying index publisher may discontinue
or suspend calculation or publication of the underlying index at any time. In these circumstances, the calculation agent will
have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and is not
precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates. If the
calculation agent determines that there is no appropriate successor index, the payment at maturity on the Buffered Securities
will be an amount based on the closing prices at maturity of the securities composing the underlying index at the time of such
discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance with the formula for
calculating the underlying index last in effect prior to discontinuance of the underlying index.

The estimated value of the Buffered Securities is determined by reference to our pricing and valuation
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m ode ls, 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 Buffered Securities than
those generated by others, including other dealers in the market, if they attempted to value the Buffered 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 Buffered Securities in the secondary market (if any exists) at any time. The value of your
Buffered 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 Buffered
Securities will be influenced by many unpredictable factors" above.

The Buffered Securities w ill not be listed on any securities exchange and secondary trading may be
lim it e d. The Buffered Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the Buffered Securities. MS & Co. may, but is not obligated to, make a market in the Buffered 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 Buffered 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
Buffered Securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
Buffered Securities easily. Since other broker-dealers may not participate significantly in the secondary market for the Buffered
Securities, the price at which you may be able to trade your Buffered Securities is likely to depend on the price, if any, at which
MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the Buffered Securities, it is likely
that there would be no secondary market for the Buffered Securities. Accordingly, you should be willing to hold your Buffered
Securities to maturity.

May 2020
Page 7
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 2025
Princ ipa l a t Risk Se c urit ie s

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he Buffe re d Se c urit ie s. As calculation agent, MS & Co. will determine the initial
index value and the final index value, and will calculate the amount of cash you receive at maturity. Moreover, certain
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make
subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection
of a successor index or calculation of the final index value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity. For further
information regarding these types of determinations, see "Description of Securities--Postponement of Valuation Date(s)" and
"--Calculation Agent and Calculations" and related definitions in the accompanying product supplement. In addition, MS & Co.
has determined the estimated value of the Buffered Securities on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered
Se c urit ie s. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the
Buffered Securities (and possibly to other instruments linked to the underlying index or its component stocks), including trading
in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. As a result,
these entities may be unwinding or adjusting hedge positions during the term of the Buffered 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 index and other financial instruments related to the underlying
index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities
on or prior to the pricing date could potentially increase the initial index value, and, therefore, could increase the value at or
above which the underlying index must close on the valuation date so that investors do not suffer a loss on their initial
investment in the Buffered Securities. Additionally, such hedging or trading activities during the term of the Buffered Securities,
including on the valuation date, could adversely affect the closing value of the underlying index on the valuation date, and,
accordingly, the amount of cash an investor will receive at maturity.

The U.S. federal income tax consequences of an investment in the Buffered Securities are uncertain.
Please read the discussion under "Additional Information--Tax considerations" in this document and the discussion under
https://www.sec.gov/Archives/edgar/data/895421/000095010320009900/dp128520_424b2-ps4014.htm[5/20/2020 12:32:33 PM]

"United States Federal Taxation" in the accompanying product supplement for participation securities (together, the "Tax
Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the Buffered Securities. If the
Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment, the timing and character of income
on the Buffered 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 Buffered Securities as debt instruments. In
that event, U.S. Holders would be required to accrue into income original issue discount on the Buffered Securities every year
at a "comparable yield" determined at the time of issuance and recognize all income and gain in respect of the Buffered
Securities as ordinary income. Additionally, as discussed under "United States Federal Taxation--FATCA" in the accompanying
product supplement for participation securities, the withholding rules commonly referred to as "FATCA" would apply to the
Buffered 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 participation securities). The risk that financial instruments providing for buffers, triggers
or similar downside protection features, such as the Buffered Securities, would be recharacterized as debt is greater than the
risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a
ruling from the IRS regarding the tax treatment of the Buffered Securities, and the IRS or a court may not agree with the tax
treatment described in the Tax Disclosure Sections.

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

May 2020
Page 8
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 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 May 18, 2020:

Bloom be rg T ic k e r Sym bol:
SPX
Curre nt I nde x V a lue :
2,953.91
5 2 We e k s Ago:
2,840.23
5 2 We e k H igh (on
3,386.15
2 /1 9 /2 0 2 0 ):
5 2 We e k Low (on
2,237.40
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3 /2 3 /2 0 2 0 ):

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2015 through May 18, 2020. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on May
18, 2020 was 2,953.91. We obtained the information in the table and graph below from Bloomberg Financial Markets, without
independent verification. The underlying index has at times experienced periods of high volatility. You should not take the historical
values of the underlying index as an indication of its future performance, and no assurance can be given as to the index closing
value of the underlying index on the valuation date.

S& P 5 0 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 5 t o M a y 1 8 , 2 0 2 0

May 2020
Page 9
Morgan Stanley Finance LLC
Buffered Participation Securities Based on the Value of the S&P 500® Index due May 22, 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
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
https://www.sec.gov/Archives/edgar/data/895421/000095010320009900/dp128520_424b2-ps4014.htm[5/20/2020 12:32:33 PM]

Document Outline

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