Obligation Morgan Stanley Financial 15.75% ( US61771BML52 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61771BML52 ( en USD )

15.75% par an ( paiement semestriel )

16/09/2021 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61771BML52 en USD 15.75%, échue

1 000 USD

5 251 000 USD

61771BML5

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 US61771BML52, paye un coupon de 15.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/09/2021

424B2 1 dp130229_424b2-ps4325.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
$5,251,000

$681.58
due 2021

J une 2 0 2 0
Pricing Supplement No. 4,325
Morgan Stanley Finance LLC
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 11, 2020
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due September 16, 2021, with 3-month Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions,
I nc .
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 monthly coupon but only if the determination closing
price of the underlying stock is a t or a bove the coupon threshold level of 60% of the initial share price on the related observation
date. If, however, the determination closing price is le ss t ha n the coupon threshold level on any observation date, we will pay no
interest for the related monthly 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 80% of the initial share price, which we refer to as the call threshold level, on any monthly redemption
determination date (beginning three months after the original issue date) for the early redemption payment equal to the sum of the
stated principal amount plus the related contingent monthly 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 50% of the initial share price, which we refer to as the
downside threshold level, the payment at maturity will be the stated principal amount and, if the final share price is also greater
than or equal to the coupon threshold level, the related contingent monthly 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 50% 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 m ont hly c oupons t hroughout t he 1 .2 5 -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 monthly coupons over the entire 1.25-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 :
Zoom Video Communications, Inc. class A common stock
Aggre ga t e princ ipa l
$5,251,000
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 :
June 11, 2020
Origina l issue da t e :
June 16, 2020 (3 business days after the pricing date)
M a t urit y da t e :
September 16, 2021
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until three months after the original issue
date. Following this initial 3-month non-call period, if, on any redemption determination date, beginning
on September 11, 2020, the determination closing price of the underlying stock is gre a t e r t ha n or
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e qua l t o the call threshold level, 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 c a ll t hre shold le ve l 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
pa ym e nt :
security you hold plus (ii) the contingent monthly coupon with respect to the related observation date.
De t e rm ina t ion
The closing price of the underlying stock on any redemption determination date or observation date, as
c losing 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
Beginning after three months, monthly, beginning on September 11, 2020, as set forth under
de t e rm ina t ion da t e s: "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
Ea rly re de m pt ion
Beginning after three months, monthly, beginning on September 16, 2020, as set forth under
da t e s:
"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 m ont hly
A contingent monthly coupon at an annual rate of 1 5 .7 5 % (c orre sponding t o a pprox im a t e ly
c oupon:
$ 1 3 .1 2 5 pe r se c urit y pe r m ont h) 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 coupon 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 c oupon
t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble m ont hly 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 c oupon 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 1 .2 5 -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 m ont hly c oupons.
Ca ll t hre shold le ve l: $177.656, which is equal to 80% of the initial share price
Coupon t hre shold
$133.242, which is equal to 60% of the initial share price
le ve l:
Dow nside t hre shold
$111.035, which is equal to 50% 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: the stated
principal amount and, if the final share price is also gre a t e r t ha n or e qua l t o the coupon
threshold level, the contingent monthly 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 less than 50% of the stated principal amount and could be zero.

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
$952.90 per security. See "Investment Summary" beginning on page 3.
t he 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
$1,000
$25
$975
se c urit y
T ot a l
$5,251,000
$131,275
$5,119,725

(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, 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
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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
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l sha re pric e :
$222.07, 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
Monthly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
da t e s:
Dates and 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 monthly 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:
Monthly, 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 September 13, 2021 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 :
61771BML5 / US61771BML52
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
July 13, 2020*
July 16, 2020*
August 11, 2020*
August 14, 2020*
September 11, 2020
September 16, 2020
October 12, 2020
October 15, 2020
November 11, 2020
November 16, 2020
December 11, 2020
December 16, 2020
January 11, 2021
January 14, 2021
February 11, 2021
February 17, 2021
March 11, 2021
March 16, 2021
April 12, 2021
April 15, 2021
May 11, 2021
May 14, 2021
June 11, 2021
June 16, 2021
July 12, 2021
July 15, 2021
August 11, 2021
August 16, 2021
September 13, 2021 (final observation date)
September 16, 2021 (maturity date)
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*The securities are not subject to automatic early redemption until the 3rd coupon payment date, which is September 16, 2020.

June 2020
Page 2
Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
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 September 16, 2021, with 3-month Initial Non-Call Period Based on the
Performance of the Class A Common Stock of Zoom Video Communications, Inc. (the "securities") do not provide for the regular
payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of the
underlying stock is a t or a bove 60% of the initial share price, which we refer to as the coupon threshold level, on the related
observation date. If the determination closing price is le ss t ha n the coupon threshold level on any observation date, we will pay
no coupon for the related monthly period. It is possible that the determination closing price could remain below the coupon
threshold level for extended periods of time or even throughout the entire 1.25-year term of the securities so that you will receive
few or no contingent monthly 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 coupon threshold level on some monthly observation dates, it may fluctuate below the coupon 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, which is 50% of the initial share price, 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 50% 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 m ont hly 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:
1.25 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, if the final share price is also greater than or equal to the
coupon threshold level, the contingent monthly 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 50% 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 15.75% (corresponding to approximately $13.125 per
m ont hly
security per month) 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 coupon 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 c oupon t hre shold le ve l, w e w ill pa y no c oupon for t he a pplic a ble
m ont hly 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 call threshold
re de m pt ion
level on any monthly redemption determination date, beginning on September 11, 2020 (approximately
m ont hly on or
three months after the original issue date), the securities will be automatically redeemed for an early
a ft e r
redemption payment equal to the stated principal amount plus the contingent monthly coupon with
Se pt e m be r 1 1 ,
respect to the related observation date.
2 0 2 0 :
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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 $952.90.

What goes into the estimated value on the pricing date?

June 2020
Page 3
Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
Princ ipa l a t Risk Se c urit ie s

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 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?

In determining the economic terms of the securities, including the contingent monthly coupon rate, the call threshold level, the
coupon threshold level 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 3 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.

June 2020
Page 4
Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
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 monthly coupon but
only if the determination closing price of the underlying stock is a t or a bove the coupon 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
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the risk of receiving no coupon payments for the entire 1.25-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 coupon threshold level on each monthly
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 monthly periods during the 1.25-year term of the
securities and the payment at maturity may be less than 50% 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 coupon threshold level on some monthly observation dates but below the coupon
m a t urit y
threshold level on the others. Investors receive the contingent monthly coupon for the monthly
periods for which the determination closing price is at or above the coupon threshold level on
the related observation date, but not for the monthly periods for which the determination
closing price is below the coupon threshold level on the related observation date.

When the underlying stock closes at or above the call threshold level on a monthly
redemption determination date (beginning approximately three months after the original issue
date), the securities will be automatically redeemed for the stated principal amount plus the
contingent monthly 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 coupon threshold
a re not re de e m e d prior t o
level on some monthly observation dates but below the coupon threshold level on the others,
m a t urit y, a nd inve st ors
and the underlying stock closes below the call threshold level on every monthly redemption
re c e ive princ ipa l ba c k a t
determination date. Consequently, the securities are not automatically redeemed, and
m a t urit y
investors receive the contingent monthly coupon for the monthly periods for which the
determination closing price is at or above the coupon threshold level on the related
observation date, but not for the monthly periods for which the determination closing price is
below the coupon 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, if the final share price is also greater
than or equal to the coupon threshold level, the contingent monthly 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 coupon threshold
a re not re de e m e d prior t o
level on some monthly observation dates and below the coupon threshold level on the others,
m a t urit y, a nd inve st ors
and the underlying stock closes below the call threshold level on every monthly redemption
suffe r a subst a nt ia l loss of
determination date. Consequently, the securities are not automatically redeemed, and
princ ipa l a t m a t urit y
investors receive the contingent monthly coupon for the monthly periods for which the
determination closing price is at or above the coupon threshold level on the related
observation date, but not for the monthly periods for which the determination closing price is
below the coupon 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
50% of the stated principal amount and could be zero. No coupon will be paid at maturity in
this scenario.
June 2020
Page 5
Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
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
monthly observation date, (2) the determination closing price on each monthly 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.
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Dia gra m # 1 : Cont inge nt M ont hly 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 T hre e M ont hs)

June 2020
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Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
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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June 2020
Page 7
Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly 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
following examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be determined by
reference to the determination closing price on each monthly observation date, whether the securities are redeemed prior to
maturity will be determined by reference to the determination closing price on each monthly redemption determination date
(beginning after three 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, call threshold level, coupon threshold level 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:
$225.00
Hypothetical Call Threshold Level:
$180.00, which is 80% of the hypothetical initial share price
Hypothetical Coupon Threshold Level:
$135.00, which is 60% of the hypothetical initial share price
Contingent Monthly Coupon:
15.75% per annum (corresponding to approximately $13.125 per month per security)*

A contingent monthly 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
c oupon t hre shold le ve l on t he re la t e d obse rva t ion da t e .
Hypothetical Downside Threshold
$112.50, which is 50% of the hypothetical initial share price
Level:
Automatic Early Redemption:
If the determination closing price is greater than or equal to the call threshold level on
any monthly early redemption determination date (beginning approximately three months
after the original issue date), the securities will be automatically redeemed for an early
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redemption payment equal to the stated principal amount plus the contingent monthly
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, if the final share price is also greater than or equal to the
early):
coupon threshold level, the contingent monthly coupon with respect to the final
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 monthly coupon will be an amount determined by the calculation agent based on the actual number of days
in the applicable payment period, calculated on a 30/360 basis. The hypothetical contingent monthly coupon of $13.125 is used in
these examples for each of analysis.

In Ex a m ple 1 , the determination closing price of the underlying stock is greater than or equal to the call threshold level on one of
the monthly redemption determination dates (beginning on September 11, 2020). Because the determination closing price is greater
than or equal to the call threshold level on such a date, the securities are automatically redeemed on the related early redemption
date. I n Ex a m ple s 2 , 3 a nd 4 , the determination closing price is less than the call threshold level 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 monthly redemption determination date in September 2020
as the determination closing price is greater than or equal to the call threshold level 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 1 of
the 2 monthly observation dates prior to (and excluding) the observation date immediately preceding the early redemption.
Therefore, you would receive the contingent monthly coupons with respect to that 1 observation date, totaling $13.125 × 1 =
$13.125, but not for the other observation date. The underlying stock in this example, however, recovers, and the determination
closing price is equal to the call threshold level on the redemption determination date in September 2020. Upon early redemption,
investors receive the early redemption payment calculated as $1,000 + $13.125 = $1,013.125.

The total payment over the 3-month term of the securities is $13.125 + $1,013.125 = $1,026.25.

June 2020
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Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
Princ ipa l a t Risk Se c urit ie s

Ex a m ple 2 --The securities are not redeemed prior to maturity, as the determination closing price is less than the call threshold
level on all monthly redemption determination dates. The determination closing price is at or above the coupon threshold level on
all 14 monthly observation dates prior to (and excluding) the final observation date, and the final share price is also at or above the
coupon threshold level and downside threshold level. Therefore, you would receive (i) the contingent monthly coupons with respect
to the 14 observation dates prior to (and excluding) the final observation date, totaling $13.125 × 14 = $183.75, and (ii) the
payment at maturity calculated as $1,000.00 + $13.125 = $1,013.125.

The total payment over the 1.25-year term of the securities is $183.75 + $1,013.125 = $1,196.875.

This example illustrates the scenario where you receive a contingent monthly 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 15.75% over the 1.25-
year term of the securities. This example, therefore, represents the maximum amount payable over the 1.25-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 15.75% 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 call threshold
level on all monthly redemption determination dates. The determination closing price is at or above the coupon threshold level on 7
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out of the 14 monthly observation dates prior to (and excluding) the final observation date. The final share price is $150.00, which
is above the coupon threshold level and downside threshold level. In this scenario, you receive a payment at maturity equal to the
stated principal amount and the contingent monthly coupon with respect to the final observation date. Therefore, you would receive
(i) the contingent monthly coupons with respect to those 7 observation dates prior to (and excluding) the final observation date,
totaling $13.125 × 7 = $91.875, but not for the other 7 observation dates, and (ii) the payment at maturity calculated as $1,000.00
+ $13.125 = $1,013.125.

The total payment over the 1.25-year term of the securities is $91.875 + $1,013.125 = $1,105.00.

Ex a m ple 4 --The securities are not redeemed prior to maturity, as the determination closing price is less than the call threshold
level on all monthly redemption determination dates. The determination closing price is below the coupon threshold level on all of
the monthly observation dates, including the final observation date, on which the final share price is $90.00, which is also below
the downside threshold level. Therefore, you would receive no contingent monthly coupons, and the payment at maturity would be
calculated as $1,000.00 × $90.00 / $225.00 = $400.

The total payment over the 1.25-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.

June 2020
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Morgan Stanley Finance LLC
Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s due Se pt e m be r 1 6 , 2 0 2 1 , w it h 3 -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 Cla ss A Com m on St oc k of Z oom V ide o Com m unic a t ions, I nc .
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 50% 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 50% of the stated
principal amount and could be zero.

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 monthly coupon but only if the determination closing price of the underlying stock is a t or a bove 60% of the
initial share price, which we refer to as the coupon threshold level, on the related observation date. If, on the other hand, the
determination closing price is lower than the coupon 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 coupon threshold level for extended periods of time or even throughout the entire 1.25-year term of the securities so that
you will receive few or no contingent monthly coupons. If you do not earn sufficient contingent monthly 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 monthly 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 m ont hly 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 monthly 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 monthly observation date. As a result,
you will not know whether you will receive the contingent monthly coupon on any coupon payment date until near the end of
the relevant interest period. Moreover, because the contingent monthly coupon is based solely on the value of the underlying
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