Obligation Morgan Stanley Financial 0% ( US61771BCF94 ) en USD

Morgan Stanley Financial

133.609 % ⇌

Etas-Unis

US61771BCF94 ( en USD )

30/05/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61771BCF94 en USD 0%, échue

1 000 USD

1 044 000 USD

61771BCF9

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.

Morgan Stanley Finance, une entité émettrice rattachée à Morgan Stanley, l'une des principales banques d'investissement mondiales, avait émis une obligation identifiée par le code ISIN US61771BCF94 et le code CUSIP 61771BCF9, originaire des États-Unis et libellée en USD, pour une taille totale d'émission de 1 044 000 unités avec une taille minimale d'achat de 1 000 unités, laquelle, caractérisée par un taux d'intérêt de 0% et une fréquence de paiement semestrielle, avait affiché un prix actuel sur le marché de 133,609% avant d'atteindre sa maturité le 30 mai 2025 et d'être intégralement remboursée, sa notation par Moody's étant enregistrée comme NR.

424B2 1 dp128859_424b2-ps4060.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Enhanced Buffered Jump Securities due

$1,044,000

$135.51
2025

M a y 2 0 2 0
Pricing Supplement No. 4,060
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 26, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 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 Enhanced Buffered 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 but will instead
pay an amount in cash at maturity that may be greater than or less than the stated principal amount depending on the closing
value of the underlying index on t he va lua t ion da t e . If the closing value of the underlying index on the valuation date is a t or
a bove 85% of the initial index value, which we refer to as the downside threshold value, you will receive, in addition to the
principal amount, a minimum of the upside payment of $160 per security. If the underlying index appreciates by more than 16%
over the term of the securities, you will receive for each security you hold at maturity the stated principal amount plus an amount
based on the percentage increase of the underlying index, subject to the maximum payment at maturity. However, if the closing
value of the underlying index on the valuation date is be low 85% of the initial index value, you will be exposed to the decline in
the level of the underlying index beyond the buffer amount of 15%, and you will lose some or a significant portion of your initial
investment. These long-dated securities are for investors who seek an equity index-based return and who are willing to risk their
principal and forgo current income and returns above the maximum payment at maturity in exchange for the potential to receive the
minimum upside return if the final index value is at or above the downside threshold value. T he pa ym e nt a t m a t urit y m a y be
signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount , a nd you c ould lose up t o 8 5 % of your inve st m e nt . 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
Aggre ga t e princ ipa l
$1,044,000
a m ount :
St a t e d princ ipa l a m ount : $1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
May 26, 2020
Origina l issue da t e :
May 29, 2020 (3 business days after the pricing date)
M a t urit y da t e :
May 30, 2025
U nde rlying inde x :
S&P 500® Index
Pa ym e nt a t m a t urit y:
If the final index value is a t or a bove the downside threshold value:
$1,000 + the greater of (i) $1,000 × the index percent change and (ii) the upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
If the final index value is be low the downside threshold value:
$1,000 × (index performance factor + buffer amount)
In this scenario, the payment at maturity will be less than the stated principal amount, subject to the
minimum payment at maturity of $150 per security.
U pside pa ym e nt :
$160 per security (16% of the stated principal amount)
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I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
I nde x pe rform a nc e
final index value / initial index value
fa c t or:
I nit ia l inde x va lue :
2,991.77, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
Buffe r a m ount :
15%
Dow nside t hre shold
2,543.005, which is approximately 85% of the initial index value
va lue :
M a x im um pa ym e nt a t
$1,500 per security (150% of the stated principal amount)
m a t urit y:
M inim um pa ym e nt a t
$150 per security
m a t urit y:
V a lua t ion da t e :
May 27, 2025, subject to postponement for non-index business days and certain market disruption
events
CU SI P / I SI N :
61771BCF9 / US61771BCF94
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
$956.80 per security. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
pric e :
Pe r se c urit y
$1,000
$42.50
$957.50
T ot a l
$1,044,000
$44,370
$999,630
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$42.50 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.
(2) See "Use of proceeds and hedging" on page 18.
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 1 0 .
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 I nde x Supple m e nt da t e d N ove m be r 1 6 ,
Prospe c t us da t e d
da t e d N ove m be r 1 6 , 2 0 1 7
2 0 1 7
N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

Investment Summary
Enha nc e d Buffe re d J um p Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025 (the "securities") can be used:

As an alternative to direct exposure to the underlying index that provides a minimum positive return of 16% if the underlying
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index has appreciated or has not depreciated by more than 15% over the term of the securities and offers 1-to-1 participation
in the index appreciation of greater than 16%, subject to the maximum payment at maturity;

To enhance returns and potentially outperform the underlying index in a moderately bullish scenario;

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

The securities are exposed to the performance of the S&P 500® Index, but provide a minimum upside payment payable at maturity
if the index closing value on the valuation date is at or above the downside threshold value. However, if the final index value is
less than the downside threshold value, the securities are exposed on a 1:1 basis to the percentage decline in the index value
beyond the buffer amount of 15%. Accordingly, 85% of your principal is at risk.

M a t urit y:
Approximately 5 years
U pside pa ym e nt :
$160 per security (16% of the stated principal amount)
Dow nside t hre shold va lue :
85% of the initial index value
Buffe r a m ount :
15%
M a x im um pa ym e nt a t m a t urit y:
$1,500 per security (150% of the stated principal amount)
M inim um pa ym e nt a t m a t urit y:
$150 per security. You could lose up to 85% of the stated principal amount
of 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 $956.80.

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 index. The estimated value of the 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 securities?

In determining the economic terms of the securities, including the upside payment, the maximum payment at maturity, the downside
threshold value, 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 securities
would be more favorable to you.

May 2020
Page 2
Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

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 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 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 index, and to our secondary market credit spreads, it would do so based on
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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.

May 2020
Page 3
Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 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

This 5-year investment offers a minimum positive return of 16% if the final index value is greater than or equal to 85% of the initial
index value, which we refer to as the downside threshold value, and 1-to-1 participation in the index appreciation of greater than
16%, subject to the maximum payment at maturity. However, if the final index value is less than the downside threshold value, the
payment at maturity will be less, and possibly significantly less, than the stated principal amount of the securities. You could lose
up to 85% of the stated principal amount of the securities.

U pside Sc e na rio
The final index value is at or above the downside threshold value, and, at maturity, the securities pay the
stated principal amount of $1,000 plus the greater of (i) $1,000 times the index percent change and (ii) the
upside payment of $160 per security. In no event will the payment at maturity exceed the maximum
payment at maturity of $1,500 per security.
Dow nside Sc e na rio The final index value is below the downside threshold value, and, at maturity, the securities pay less than

the stated principal amount by an amount proportionate to the decline in the final index value from the
initial index value beyond the buffer amount of 15%, subject to the minimum payment at maturity of $150
per security (e.g., a 50% decline in the index will result in a payment at maturity of $650 per security).
May 2020
Page 4
Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

Hypothetical Payment on the Securities at Maturity

Pa yoff Dia gra m

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

St a t e d princ ipa l a m ount :
$1,000
Dow nside t hre shold va lue :
85% of the initial index value
Buffe r a m ount :
15%
U pside pa ym e nt :
$160 per security (16% of the stated principal
amount)
M a x im um pa ym e nt a t m a t urit y:
$1,500

Pa yoff Dia gra m for t he Se c urit ie s
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H ow it w ork s

Upside Scenario. If the final index value is greater than or equal to the downside threshold value, the investor would
receive $1,000 plus the greater of (i) $1,000 times the index percent change and (ii) the upside payment of $160 per
security. In no event will the payment at maturity exceed the maximum payment at maturity. Under the terms of the
securities, an investor would receive a payment at maturity of $1,160 per security if the final index value has remained
unchanged or has increased by no more than 16% from the initial index value, and would receive $1,000 plus an amount
that represents a 1-to-1 participation in the appreciation of the underlying index, subject to the maximum payment at
maturity, if the final index value has increased from the initial index by more than 16%.

Dow nside Scenario. If the final index value is below the downside threshold value, the payment at maturity would be
less than the stated principal amount of $1,000 by an amount that is proportionate to the decline in the final index value
from the initial index value beyond the buffer amount of 15%. In this scenario, the investor would lose some or a

May 2020
Page 5
Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

significant portion of the amount invested in the securities. For example, if the final index value declines by 40% from the
initial index value, the payment at maturity would be $750 per security (75% of the stated principal amount).

May 2020
Page 6
Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

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H ypot he t ic a l Ex a m ple s

The following table and examples illustrate the return on the securities and the payment at maturity for a range of hypothetical
percentage changes in the final index value from the initial index value, depending on whether or not the final index value is below
the downside threshold value. They are based on the following values:

St a t e d princ ipa l a m ount :
$1,000
H ypot he t ic a l init ia l inde x va lue :
3,000
H ypot he t ic a l dow nside t hre shold 2,550 (85% of the hypothetical initial index value)
va lue :
Buffe r a m ount :
15%
U pside pa ym e nt :
$160 per security
M a x im um pa ym e nt a t m a t urit y:
$1,500

Fina l inde x va lue
U nde rlying inde x re t urn
Re t urn on se c urit ie s
Pa ym e nt a t m a t urit y
(pe r $ 1 ,0 0 0 se c urit y)
6,000.00
100.00%
50.00%
$1,500.00
5,700.00
90.00%
50.00%
$1,500.00
5,400.00
80.00%
50.00%
$1,500.00
5,100.00
70.00%
50.00%
$1,500.00
4,800.00
60.00%
50.00%
$1,500.00
4,500.00
50.00%
50.00%
$1,500.00
4,200.00
40.00%
40.00%
$1,400.00
3,900.00
30.00%
30.00%
$1,300.00
3,600.00
20.00%
20.00%
$1,200.00
3,480.00
16.00%
16.00%
$1,160.00
3,300.00
10.00%
16.00%
$1,160.00
3,150.00
5.00%
16.00%
$1,160.00
3,000.00
0.00%
16.00%
$1,160.00
2,850.00
-5.00%
16.00%
$1,160.00
2,700.00
-10.00%
16.00%
$1,160.00
2,550.00
-15.00%
16.00%
$1,160.00
2,520.00
-16.00%
-1.00%
$990.00
2,400.00
-20.00%
-5.00%
$950.00
2,100.00
-30.00%
-15.00%
$850.00
1,800.00
-40.00%
-25.00%
$750.00
1,500.00
-50.00%
-35.00%
$650.00
1,200.00
-60.00%
-45.00%
$550.00
900.00
-70.00%
-55.00%
$450.00
600.00
-80.00%
-65.00%
$350.00
300.00
-90.00%
-75.00%
$250.00
0.00
-100.00%
-85.00%
$150.00
May 2020
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Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

EX AM PLE 1 : T he fina l inde x va lue is a bove t he dow nside t hre shold va lue a nd ha s inc re a se d from t he init ia l
inde x va lue by 6 0 % . Y our re t urn w ill be e qua l t o t he m a x im um pa ym e nt a t m a t urit y, a nd you do not
pa rt ic ipa t e in t he full a ppre c ia t ion of t he unde rlying inde x .

Hypothetical final index value
=
4,800

Payment at maturity
=
Maximum payment at maturity

=
$1,500.00
Pa ym e nt a t m a t urit y = $ 1 ,5 0 0 .0 0 pe r se c urit y

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EX AM PLE 2 : T he fina l inde x va lue is a bove t he dow nside t hre shold va lue a nd ha s inc re a se d from t he init ia l
inde x va lue by 3 0 % . Y ou pa rt ic ipa t e in t he a ppre c ia t ion of t he unde rlying inde x .

Hypothetical final index value
=
3,900
Index performance factor
=
final index value / initial index value

=
3,900 / 3,000

=
130%
Payment at maturity
=
$1,000 × ($1,000 × index percent change)

=
$1,300.00
Pa ym e nt a t m a t urit y = $ 1 ,3 0 0 .0 0 pe r se c urit y

EX AM PLE 3 : T he fina l inde x va lue is a bove t he dow nside t hre shold va lue a nd ha s inc re a se d from t he init ia l
inde x va lue by 1 0 % . Y our re t urn w ill be e qua l t o t he upside pa ym e nt .

Hypothetical final index value
=
3,300

Payment at maturity
=
stated principal amount + upside payment

=
$1,000.00 + $160
Pa ym e nt a t m a t urit y = $ 1 ,1 6 0 pe r se c urit y

EX AM PLE 4 : T he fina l inde x va lue ha s de c line d from t he init ia l inde x va lue by 5 % but is gre a t e r t ha n t he
dow nside t hre shold va lue . Y ou 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 .

Hypothetical final index value
=
2,850

Payment at maturity
=
stated principal amount + upside payment

=
$1,000 + $160

=
$1,160
Pa ym e nt a t m a t urit y = $ 1 ,1 6 0 pe r se c urit y

EX AM PLE 5 : T he fina l inde x va lue ha s de c line d from t he init ia l inde x va lue by 5 0 % a nd is be low t he
dow nside t hre shold va lue . Y ou a re e x pose d t o t he de c line in t he fina l inde x va lue from t he init ia l inde x
va lue be yond t he buffe r a m ount of 1 5 % .

Hypothetical final index value
=
1,500
Index performance factor
=
final index value / initial index value

1,500 / 3,000

=
50%
Payment at maturity
=
$1,000 × (index performance factor + 15%)

=
$1,000 x (50% +15%)
$1,000 x (65%)
May 2020
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Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

=
$650
Pa ym e nt a t m a t urit y = $ 6 5 0 .0 0 pe r se c urit y

If the final index value is less than the downside threshold value, you will lose some or a significant portion of your investment in
an amount proportionate to the decline in the final index value from the initial index value beyond the buffer amount of 15%. You
could lose up to 85% of your investment.

May 2020
Page 9
Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

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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 for Jump Securities, 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 and provide for the minimum payment at maturity of only 15% of your
princ ipa l. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and
provide for the minimum return of only 15% of the principal amount at maturity. If the final index value is less than the
downside threshold value, the payout at maturity will be an amount in cash that is less than the $1,000 stated principal amount
of each security, reflecting the negative performance of the underlying index over the term of the securities beyond the buffer
amount of 15%. Y ou c ould lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s.

The appreciation potential of the securities is limited by the maximum payment at maturity. The
appreciation potential of the securities is limited by the maximum payment at maturity of $1,500 per security, or 150% of the
stated principal amount. Because the payment at maturity will be limited to 150% of the stated principal amount for the
securities, any increase in the level of the index beyond 150% of the initial index value will not further increase the return on
the securities.

You w ill not benefit from the upside payment if the final index value is below the dow nside threshold
va lue . If the final index value is less than the downside threshold value, the payment at maturity will depend solely on the
closing value of the underlying index on the valuation date, and, accordingly, you will lose the benefit of the limited protection
against the loss of principal based on the upside payment. Instead, under these circumstances, you will be exposed on a 1-to-
1 basis to the decline in the closing value of the underlying index beyond the buffer amount of 15%, and you will lose some or
a significant portion of your investment.

The market price of the securities w ill 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 value (including whether the value
is below the downside threshold 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 to maturity, geopolitical conditions and economic,
financial, political and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads.
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. You may receive less, and possibly significantly less, than the stated principal amount per security if
you try to sell your securities prior to maturity.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
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.

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Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

The amount payable on the securities is not linked to the value of the underlying index at any time other
t ha n t he va lua t ion da t e . The final index value will be 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 to be below the downside threshold value, the
payment at maturity will 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 maturity date or at other times
during the term of the securities may be higher than the final index value, the payment at maturity will be based solely on the
index closing value on the valuation date.

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.
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 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.

Investing in the securities is not equivalent to investing in the underlying index. Investing in the securities is
not equivalent to investing in the underlying index or its component stocks. 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 index.

Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the
underlying index can add, delete or substitute the stocks constituting the underlying index, and can make other methodological
changes required by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights
offerings and extraordinary dividends, that could change the value of the underlying index. Any of these actions could adversely
affect the value of the securities. The publisher of the underlying index may discontinue or suspend calculation or publication of
the 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 index. MS & Co. could have an economic interest that is
different than that of investors in 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 discontinued 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 the
discontinuance of the underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
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 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., may be 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.

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Morgan Stanley Finance LLC
Enhanced Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2025
Princ ipa l a t Risk Se c urit ie s

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 index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

The estimated value of the securities is determined by reference to our pricing and valuation models,
w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e .
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this
document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes
in market conditions. See also "The market price of the securities will be influenced by many unpredictable factors" above.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
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
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 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 level at or above which the
index must close on the valuation date so that investors do not suffer a loss on their initial investment in the securities.
Additionally, such hedging or trading activities during the term of the securities, including on the valuation date, could adversely
affect the final index value, and, accordingly, the amount of cash an investor will receive at maturity.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. will determine the initial index value,
the downside threshold value, the final index value, the index percent change or the index performance factor, as applicable,
and whether the final index value is below the downside threshold value, and will calculate the amount of cash you will receive
at maturity. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise
discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption
events and the selection of a successor index or calculation of the index closing 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)," "--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.

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

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