Obligation Morgan Stanley Financial 10.38% ( US61771BDN10 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61771BDN10 ( en USD )

10.38% par an ( paiement semestriel )

11/05/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61771BDN10 en USD 10.38%, échue

1 000 USD

11 767 000 USD

61771BDN1

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 US61771BDN10, paye un coupon de 10.38% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/05/2023

424B2 1 dp127999_424b2-ps4095.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due
$11,767,000

$1,527.36
2023

M a y 2 0 2 0
Pricing Supplement No. 4,095
Registration Statement Nos. 333-221595; 333-221595-01
Morgan Stanley Finance LLC
Dated May 8, 2020
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due May 11, 2023, with 6-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
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 securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan
Stanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this
document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the
securities will pay a contingent quarterly coupon but only if the determination closing price of the underlying stock is a t or a bove the
downside threshold level of 55% of the initial share price on the related observation date. If, however, the determination closing price is le ss
t ha n the downside threshold level on any observation date, we will pay no interest for the related quarterly period. In addition, the securities will
be automatically redeemed if the determination closing price is gre a t e r t ha n or e qua l t o the initial share price on any quarterly redemption
determination date (beginning six months after the original issue date) for the early redemption payment equal to the sum of the stated principal
amount plus the related contingent quarterly coupon. At maturity, if the securities have not previously been redeemed and the final share price is
gre a t e r t ha n or e qua l t o the downside threshold level, the payment at maturity will be the stated principal amount and the related
contingent quarterly coupon. If, however, the final share price is le ss t ha n the downside threshold level, investors will be fully exposed to the
decline in the underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 55% of the stated principal amount of
the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir
e nt ire init ia l inve st m e nt a nd a lso t he risk of not re c e iving a ny c ont inge nt qua rt e rly c oupons t hroughout t he 3 -ye a r
t e rm of t he se c urit ie s. The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a
potentially above-market rate in exchange for the risk of receiving no quarterly coupons over the entire 3-year term. Investors will not participate
in any appreciation of the underlying stock. 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
U nde rlying st oc k :
JPMorgan Chase & Co. common stock
Aggre ga t e princ ipa l
$11,767,000
a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
May 8, 2020
Origina l issue da t e :
May 13, 2020 (3 business days after the pricing date)
M a t urit y da t e :
May 11, 2023
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until six months after the original issue date.
Following this initial 6-month non-call period, if, on any redemption determination date, beginning on November 9,
2020, the determination closing price of the underlying stock is gre a t e r t ha n or e qua l t o the initial share
price, the securities will be automatically redeemed for an early redemption payment on the related early
redemption date. No further payments will be made on the securities once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly on a ny e a rly re de m pt ion da t e if t he
de t e rm ina t ion c losing pric e is be low t he init ia l sha re pric e on t he re la t e d re de m pt ion
de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to (i) the stated principal amount for each security you
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pa ym e nt :
hold plus (ii) the contingent quarterly coupon with respect to the related observation date.
De t e rm ina t ion c losing
The closing price of the underlying stock on any redemption determination date or observation date, as
pric e :
applicable, other than the final observation date, times the adjustment factor on such redemption determination
date or observation date, as applicable
Re de m pt ion
Quarterly, beginning on November 9, 2020, as set forth under "Observation Dates, Redemption Determination
de t e rm ina t ion da t e s:
Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to postponement for non-trading
days and certain market disruption events
Ea rly re de m pt ion
Quarterly, beginning on November 13, 2020 (approximately six months after the original issue date), as set forth
da t e s:
under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption
Dates" below. If any such day is not a business day, that early redemption payment will be made on the next
succeeding business day and no adjustment will be made to any early redemption payment made on that
succeeding business day
Cont inge nt qua rt e rly
A contingent quarterly coupon at an annual rate of 1 0 .3 8 % (c orre sponding t o a pprox im a t e ly $ 2 5 .9 5
c oupon:
pe r se c urit y pe r qua rt e r) will be paid on the securities on each coupon payment date but only if the
determination closing price of the underlying stock is at or above the downside threshold level on the related
observation date.
I f, on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e is le ss t ha n t he dow nside
t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble qua rt e rly pe riod. I t is possible
t ha t t he unde rlying st oc k w ill re m a in be low t he dow nside t hre shold le ve l for e x t e nde d
pe riods of t im e or e ve n t hroughout t he e nt ire 3 -ye a r t e rm of t he se c urit ie s so t ha t you w ill
re c e ive fe w or no c ont inge nt qua rt e rly c oupons.
Dow nside t hre shold
$50.985, which is equal to 55% of the initial share price
le ve l:
Pa ym e nt a t m a t urit y:
· If the final share price is greater than or equal to the downside threshold level: (i) the stated principal
amount plus (ii) the contingent quarterly coupon with respect to the final observation date; or
· If the final share price is less than the downside threshold level: (i) the stated principal amount multiplied by
(ii) the share performance factor.
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 45%, and possibly all, of your investment.

Terms continued on the following page
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 $948.90 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd
Pric e t o public
Age nt 's c om m issions(1)
Proc e e ds t o us (2)
issue pric e :
Pe r se c urit y
$1,000
$25
$975
T ot a l
$11,767,000
$294,175
$11,472,825
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $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.
(2) See "Use of proceeds and hedging" on page 23.
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 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 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 .
As use d in 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 Aut o-Ca lla ble Se c urit ie s 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
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Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s due M a y 1 1 , 2 0 2 3 , w it h 6 -m ont h I nit ia l
N on-Ca ll Pe riod
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l sha re pric e :
$92.70, which is equal to the closing price of the underlying stock on the pricing date.
Fina l sha re pric e :
The closing price of the underlying stock on the final observation date times the adjustment factor on such date
Coupon pa ym e nt
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and
da t e s:
Early Redemption Dates" below. If any such day is not a business day, that coupon payment will be made on the
next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding
business day. The contingent quarterly coupon, if any, with respect to the final observation date shall be paid on
the maturity date.
Obse rva t ion da t e s:
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and
Early Redemption Dates" below, subject to postponement for non-trading days and certain market disruption
events. We also refer to May 8, 2023 as the final observation date.
Adjust m e nt fa c t or:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Sha re pe rform a nc e
Final share price divided by the initial share price
fa c t or:
CU SI P / I SI N :
61771BDN1 / US61771BDN10
List ing:
The securities will not be listed on any securities exchange.

Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates
Obse rva t ion Da t e s / Re de m pt ion
Coupon Pa ym e nt Da t e s / Ea rly
De t e rm ina t ion Da t e s
Re de m pt ion Da t e s
August 10, 2020*
August 13, 2020*
November 9, 2020
November 13, 2020
February 8, 2021
February 11, 2021
May 10, 2021
May 13, 2021
August 9, 2021
August 12, 2021
November 8, 2021
November 12, 2021
February 8, 2022
February 11, 2022
May 9, 2022
May 12, 2022
August 8, 2022
August 11, 2022
November 8, 2022
November 14, 2022
February 8, 2023
February 13, 2023
May 8, 2023 (final observation date)
May 11, 2023 (maturity date)

*The securities are not subject to automatic early redemption until the 2nd coupon payment date, which is November 13, 2020.

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Princ ipa l a t Risk Se c urit ie s

Investment Summary

Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s

Contingent Income Auto-Callable Securities due May 11, 2023, with 6-month Initial Non-Call Period Based on the Performance of
the Common Stock of JPMorgan Chase & Co. (the "securities") do not provide for the regular payment of interest. Instead, the
securities will pay a contingent quarterly coupon but only if the determination closing price of the underlying stock is a t or
a bove 55% of the initial share price, which we refer to as the downside threshold level, on the related observation date. If the
determination closing price is le ss t ha n the downside threshold level on any observation date, we will pay no coupon for the
related quarterly period. It is possible that the determination closing price could remain below the downside threshold level for
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extended periods of time or even throughout the entire 3-year term of the securities so that you will receive few or no contingent
quarterly coupons during the entire term of the securities. We refer to these coupons as contingent, because there is no guarantee
that you will receive a coupon payment on any coupon payment date. Even if the underlying stock were to be at or above the
downside threshold level on some quarterly observation dates, it may fluctuate below the downside threshold level on others. In
addition, if the securities have not been automatically called prior to maturity and the final share price is be low the downside
threshold level, investors will be fully exposed to the decline in the underlying stock on a 1-to-1 basis and will receive a payment
at maturity that is less than 55% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in
t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt a nd a lso t he risk of
not re c e iving a ny c ont inge nt qua rt e rly c oupons. I n a ddit ion, inve st ors w ill not pa rt ic ipa t e in a ny
a ppre c ia t ion of t he unde rlying st oc k .

M a t urit y:
Approximately 3 years
Pa ym e nt a t
If the final share price is gre a t e r t ha n or e qua l t o the downside threshold level, investors will
m a t urit y:
receive the stated principal amount and the contingent quarterly coupon with respect to the final
observation date.

If the final share price is le ss t ha n the downside threshold level, investors will receive a payment at
maturity that is less than 55% of the stated principal amount of the securities and could be zero.
Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o a c c e pt t he risk of losing
t he ir e nt ire init ia l inve st m e nt .
Cont inge nt
A contingent coupon at an annual rate of 10.38% (corresponding to approximately $25.95 per security
qua rt e rly
per quarter) will be paid on the securities on each coupon payment date but only if the
c oupon:
determination closing price of the underlying stock is at or above the downside threshold level on the
related observation date.

I f, on a ny obse rva t ion da t e , t he de t e rm ina t ion c losing pric e of t he unde rlying st oc k
is le ss t ha n t he dow nside t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble
qua rt e rly pe riod.
Aut om a t ic e a rly If the determination closing price of the underlying stock is greater than or equal to the initial share
re de m pt ion
price on any quarterly redemption determination date, beginning on November 9, 2020 (approximately
qua rt e rly on or
six months after the original issue date), the securities will be automatically redeemed for an early
a ft e r N ove m be r
redemption payment equal to the stated principal amount plus the contingent quarterly coupon with
9 , 2 0 2 0 :
respect to the related observation date.

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 $948.90.

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 stock. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying stock, instruments based on the

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Princ ipa l a t Risk Se c urit ie s

underlying stock, 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?
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In determining the economic terms of the securities, including the contingent quarterly coupon rate and the downside threshold
level, 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 stock, 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 stock, 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.

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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 provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly coupon but
only if the determination closing price of the underlying stock is a t or a bove the downside threshold level on the related
observation date. The securities have been designed for investors who are willing to forgo market floating interest rates and accept
the risk of receiving no coupon payments for the entire 3-year term of the securities in exchange for an opportunity to earn interest
at a potentially above-market rate if the underlying stock closes at or above the downside threshold level on each quarterly
observation date until the securities are redeemed early or reach maturity. The following scenarios are for illustrative purposes only
to demonstrate how the coupon and the payment at maturity (if the securities have not previously been redeemed) are calculated,
and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed, the
contingent coupon may be payable in none of, or some but not all of, the quarterly periods during the 3-year term of the securities
and the payment at maturity may be less than 55% of the stated principal amount of the securities and may be zero.

Sc e na rio 1 : T he se c urit ie s
This scenario assumes that, prior to early redemption, the underlying stock closes at or above
a re re de e m e d prior t o
the downside threshold level on some quarterly observation dates but below the downside
m a t urit y
threshold level on the others. Investors receive the contingent quarterly coupon for the
quarterly periods for which the determination closing price is at or above the downside
threshold level on the related observation date, but not for the quarterly periods for which the
determination closing price is below the downside threshold level on the related observation
date.

When the underlying stock closes at or above the initial share price on a quarterly redemption
determination date (beginning approximately six months after the original issue date), the
securities will be automatically redeemed for the stated principal amount plus the contingent
quarterly coupon with respect to the related observation date.

Sc e na rio 2 : T he se c urit ie s
This scenario assumes that the underlying stock closes at or above the downside threshold
a re not re de e m e d prior t o
level on some quarterly observation dates but below the downside threshold level on the
m a t urit y, a nd inve st ors
others, and the underlying stock closes below the initial share price on every quarterly
re c e ive princ ipa l ba c k a t
redemption determination date. Consequently, the securities are not automatically redeemed,
m a t urit y
and investors receive the contingent quarterly coupon for the quarterly periods for which the
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determination closing price is at or above the downside threshold level on the related
observation date, but not for the quarterly periods for which the determination closing price is
below the downside threshold level on the related observation date. On the final observation
date, the underlying stock closes at or above the downside threshold level. At maturity,
investors will receive the stated principal amount and the contingent quarterly coupon with
respect to the final observation date.

Sc e na rio 3 : T he se c urit ie s
This scenario assumes that the underlying stock closes at or above the downside threshold
a re not re de e m e d prior t o
level on some quarterly observation dates and below the downside threshold level on the
m a t urit y, a nd inve st ors
others, and the underlying stock closes below the initial share price on every quarterly
suffe r a subst a nt ia l loss of
redemption determination date. Consequently, the securities are not automatically redeemed,
princ ipa l a t m a t urit y
and investors receive the contingent quarterly coupon for the quarterly periods for which the
determination closing price is at or above the downside threshold level on the related
observation date, but not for the quarterly periods for which the determination closing price is
below the downside threshold level on the related observation date. On the final observation
date, the underlying stock closes below the downside threshold level. At maturity, investors
will receive an amount equal to the stated principal amount multiplied by the share
performance factor. Under these circumstances, the payment at maturity will be less than
55% of the stated principal amount and could be zero. No coupon will be paid at maturity in
this scenario.
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Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing price on each
quarterly observation date, (2) the determination closing price on each quarterly redemption determination date and (3) the final
share price. Please see "Hypothetical Examples" beginning on page 8 for an illustration of hypothetical payouts on the securities.

Dia gra m # 1 : Cont inge nt Qua rt e rly Coupons (Be ginning on t he First Coupon Pa ym e nt Da t e unt il Ea rly
Re de m pt ion or M a t urit y)

Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (Be ginning Aft e r Six M ont hs)

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Princ ipa l a t Risk Se c urit ie s

Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

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N on-Ca ll Pe riod
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to an
observation date and how to calculate the payment at maturity if the securities have not been automatically redeemed early. The
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following examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be determined by
reference to the determination closing price on each quarterly observation date, whether the securities are redeemed prior to
maturity will be determined by reference to the determination closing price on each quarterly redemption determination date
(beginning after six months), and the payment at maturity will be determined by reference to the determination closing price on the
final observation date. The actual initial share price and downside threshold level are set forth on the cover of this document. All
payments on the securities, if any, are subject to our credit risk. The numbers in the hypothetical examples below may have been
rounded for the ease of analysis. The below examples are based on the following terms:

Hypothetical Initial Share Price:
$90.00
Hypothetical Downside Threshold Level: $49.50, which is 55% of the hypothetical initial share price
Contingent Quarterly Coupon:
10.38% per annum (corresponding to approximately $25.95 per quarter per security)*

A contingent quarterly coupon is paid on each coupon payment date but only if t he
de t e rm ina t ion c losing pric e of t he unde rlying st oc k is a t or a bove t he
dow nside t hre shold le ve l on t he re la t e d obse rva t ion da t e .
Automatic Early Redemption:
If the determination closing price is greater than or equal to the initial share price on any
quarterly early redemption determination date (beginning approximately six months after
the original issue date), the securities will be automatically redeemed for an early
redemption payment equal to the stated principal amount plus the contingent quarterly
coupon with respect to the related observation date.
Payment at Maturity (if the securities
If the final share price is gre a t e r t ha n or e qua l t o the downside threshold level: the
have not been automatically redeemed
stated principal amount and the contingent quarterly coupon with respect to the final
early):
observation date

If the final share price is le ss t ha n the downside threshold level: (i) the stated principal
amount multiplied by (ii) the share performance factor
Stated Principal Amount:
$1,000
* The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in
the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent quarterly coupon of $25.95 is
used in these examples for each of analysis.

In Example 1, the determination closing price of the underlying stock is greater than or equal to the initial share price on one of the
quarterly redemption determination dates (beginning on November 9, 2020). Because the determination closing price is greater than
or equal to the initial share price on such a date, the securities are automatically redeemed on the related early redemption date. In
Examples 2, 3 and 4, the determination closing price is less than the initial share price on all of the redemption determination
dates, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1 --The securities are automatically redeemed following the quarterly redemption determination date in February 2022
as the determination closing price is greater than or equal to the initial share price on such redemption determination date. The
underlying stock declines substantially and the determination closing price is at or above the downside threshold level on only 3 of
the 6 quarterly observation dates prior to (and excluding) the observation date immediately preceding the early redemption.
Therefore, you would receive the contingent quarterly coupons with respect to those 3 observation dates, totaling $25.95 × 3 =
$77.85, but not for the other 3 observation dates. The underlying stock in this example, however, recovers, and the determination
closing price is equal to the initial share price on the redemption determination date in February 2022. Upon early redemption,
investors receive the early redemption payment calculated as $1,000 + $25.95 = $1,025.95.

The total payment over the 1.75-year term of the securities is $77.85 + $1,025.95 = $1,103.80

Ex a m ple 2 --The securities are not redeemed prior to maturity, as the determination closing price is less than the initial share
price on all quarterly redemption determination dates. The determination closing price is at or above the downside threshold level
on all 11 quarterly observation dates prior to (and excluding) the final observation date, and the final share price is also at or above
the downside threshold level. Therefore, you would receive (i) the contingent quarterly coupons

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Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s due M a y 1 1 , 2 0 2 3 , w it h 6 -m ont h I nit ia l
N on-Ca ll Pe riod
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
Princ ipa l a t Risk Se c urit ie s

with respect to the 11 observation dates prior to (and excluding) the final observation date, totaling $25.95 × 11 = $285.45, and (ii)
the payment at maturity calculated as $1,000.00 + $25.95 = $1,025.95.

The total payment over the 3-year term of the securities is $285.45 + $1,025.95 = $1,311.40.

This example illustrates the scenario where you receive a contingent quarterly coupon on every coupon payment date throughout
the term of the securities and receive your principal back at maturity, resulting in an annual interest rate of 10.38% over the 3-year
term of the securities. This example, therefore, represents the maximum amount payable over the 3-year term of the securities. To
the extent that coupons are not paid on every coupon payment date, the effective rate of interest on the securities will be less than
10.38% per annum and could be zero.

Ex a m ple 3 --The securities are not redeemed prior to maturity, as the determination closing price is less than the initial share
price on all quarterly redemption determination dates. The determination closing price is at or above the downside threshold level
on 2 out of the 11 quarterly observation dates prior to (and excluding) the final observation date. The final share price is $150.00,
which is above the downside threshold level. In this scenario, you receive a payment at maturity equal to the stated principal
amount and the contingent quarterly coupon with respect to the final observation date. Therefore, you would receive (i) the
contingent quarterly coupons with respect to those 2 observation dates prior to (and excluding) the final observation date, totaling
$25.95 × 2 = $51.90, but not for the other 9 observation dates, and (ii) the payment at maturity calculated as $1,000.00 + $25.95 =
$1,025.95.

The total payment over the 3-year term of the securities is $51.90 + $1,025.95 = $1,077.85.

Ex a m ple 4 --The securities are not redeemed prior to maturity, as the determination closing price is less than the initial share
price on all quarterly redemption determination dates. The determination closing price is below the downside threshold level on all
of the quarterly observation dates, including the final observation date, on which the final share price is $36.00. Therefore, you
would receive no contingent quarterly coupons, and the payment at maturity would be calculated as $1,000.00 × $36.00 / $90.00 =
$400.

The total payment over the 3-year term of the securities is $0 + $400 = $400.

I f t he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l sha re pric e is le ss t ha n t he
dow nside t hre shold le ve l, you w ill lose a signific a nt port ion or a ll of your inve st m e nt in t he se c urit ie s.

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Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
Princ ipa l a t Risk Se c urit ie s

Risk Factors

The following is a 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 and prospectus. We also urge you to
consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that they do not guarantee the repayment of any principal. If the securities have not been
automatically redeemed prior to maturity and if the final share price is less than the downside threshold level of 55% of the
initial share price, you will be exposed to the decline in the closing price of the underlying stock, as compared to the initial
share price, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal to the stated
principal amount times the share performance factor. In this case, the payment at maturity will be less than 80% of the stated
principal amount and could be zero.
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The securities do not provide for the regular payment of interest. The terms of the securities differ from those of
ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a
contingent quarterly coupon but only if the determination closing price of the underlying stock is a t or a bove 55% of the
initial share price, which we refer to as the downside threshold level, on the related observation date. If, on the other hand, the
determination closing price is lower than the downside threshold level on the relevant observation date for any interest period,
we will pay no coupon on the applicable coupon payment date. It is possible that the determination closing price will remain
below the downside threshold level for extended periods of time or even throughout the entire 3-year term of the securities so
that you will receive few or no contingent quarterly coupons. If you do not earn sufficient contingent quarterly coupons over the
term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional
debt security of ours of comparable maturity.

The contingent quarterly coupon, if any, is based on the determination closing price of the underlying
st oc k on only t he re la t e d qua rt e rly obse rva t ion da t e a t t he e nd of t he re la t e d int e re st pe riod. Whether the
contingent quarterly coupon will be paid on any coupon payment date will be determined at the end of the relevant interest
period based on the determination closing price of the underlying stock on the relevant quarterly observation date. As a result,
you will not know whether you will receive the contingent quarterly coupon on any coupon payment date until near the end of
the relevant interest period. Moreover, because the contingent quarterly coupon is based solely on the value of the underlying
stock on quarterly observation dates, if the determination closing price of the underlying stock on any observation date is below
the downside threshold level, you will receive no coupon for the related interest period, even if the level of the underlying stock
was at or above the downside threshold level on other days during that interest period.

Investors w ill not participate in any appreciation in the price of the underlying stock. Investors will not
participate in any appreciation in the price of the underlying stock from the initial share price, and the return on the securities
will be limited to the contingent quarterly coupons, if any, that are paid with respect to each observation date on which the
determination closing price is greater than or equal to the downside threshold level.

The market price 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. We expect that generally the level of interest rates available in the
market and the value of the underlying stock on any day, including in relation to the downside threshold level, will affect the
value of the securities more than any other factors. Other factors that may influence the value of the securities include:

o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying stock,

o
whether the determination closing price of the underlying stock has been below the downside threshold level on
any observation date,

o
dividend rates on the underlying stock,

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Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s due M a y 1 1 , 2 0 2 3 , w it h 6 -m ont h I nit ia l
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Ba se d on t he Pe rform a nc e of t he Com m on St oc k of J PM orga n Cha se & Co.
Princ ipa l a t Risk Se c urit ie s

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stock
and which may affect the final share price of the underlying stock,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the occurrence of certain events affecting the underlying stock that may or may not require an adjustment to the
adjustment factor, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

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