Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2019 - 6:06AM
Edgar (US Regulatory)
Morgan Stanley
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Free Writing Prospectus to Preliminary
Terms No. 2,625
Registration Statement Nos. 333-221595;
333-221595-01
Dated September 30, 2019; Filed pursuant
to Rule 433
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5-Year INDU Buffered PLUS
This document provides a summary of the terms of the Buffered
PLUS. Investors must carefully review the accompanying preliminary terms referenced below, product supplement, index supplement
and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
1All payments are subject to our credit risk
Hypothetical Payout at Maturity1
Change
in Underlying
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Return
on Securities
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+40.00%
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42.00%*
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+30.00%
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31.50%*
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+20.00%
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21.00%*
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+10.00%
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10.50%*
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+5.00%
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5.25%*
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0.00%
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0.00%
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-5.00%
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0.00%
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-10.00%
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0.00%
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-20.00%
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0.00%
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-30.00%
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-10.00%
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-40.00%
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-20.00%
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-50.00%
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-30.00%
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-60.00%
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-40.00%
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-80.00%
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-60.00%
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*Assumes
a leverage factor of 105%
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The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-584-6837.
Underlying Index
For more information about the underlying index, including historical
performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below are discussed in more detail in the
“Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making
an investment decision.
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Buffered PLUS do not pay interest and provide a minimum payment at
maturity of only 20% of your principal.
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The market price of the Buffered PLUS will be influenced by many unpredictable
factors.
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The Buffered PLUS are subject to our credit risk, and any actual or
anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the Buffered PLUS.
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As a finance subsidiary, MSFL has no independent operations and will
have no independent assets.
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The estimated value of the Buffered PLUS is $933.90 per Buffered PLUS,
or within $30.00 of that estimate, and is determined by reference to our pricing and valuation models, which may differ from those
of other dealers and is not a maximum or minimum secondary market price.
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The amount payable on the Buffered PLUS is not linked to the value
of the underlying index at any time other than the valuation date.
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Investing in the Buffered PLUS is not equivalent to investing in the
underlying index.
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The rate we are willing to pay for securities of this type, maturity
and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both
the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the Buffered PLUS in the original
issue price reduce the economic terms of the Buffered PLUS, cause the estimated value of the Buffered PLUS to be less than the
original issue price and will adversely affect secondary market prices.
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Adjustments to the underlying index could adversely affect the value
of the Buffered PLUS.
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The Buffered PLUS will not be listed on any securities exchange and
secondary trading may be limited.
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The calculation agent, which is a subsidiary of Morgan Stanley and
an affiliate of MSFL, will make determinations with respect to the Buffered PLUS.
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Hedging and trading activity by our affiliates could potentially adversely
affect the value of the Buffered PLUS.
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The U.S. federal income tax consequences of an investment in the Buffered
PLUS are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Buffered PLUS– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the Buffered PLUS, and you should consult your tax adviser.
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