MS Morgan Stanley

​ Contingent Minimum Repayment Lock - In Securities Free Writing Prospectus Registration Statement Nos. 333 - 221595 ; 333 - 221595 - 01 Dated July 6, 2020 Filed pursuant to Rule 433 2 Introduction 3 How it Works 4 Hypothetical Examples 5 Selected Risk Considerations This is not a research report and was not prepared by the research departments of Morgan Stanley & Co. LLC or Morgan Stanley Smi th Barney LLC. It was prepared by Morgan Stanley Wealth Management sales, trading or other nonresearch personnel. Past performance is not necessarily a guide to future performance. Please see additional important risk considerations, information and qualifications at the end of this material.

2 MORGAN STANLEY | 2020 Introduction Contingent Minimum Repayment Lock - In Securities can provide growth opportunity with a minimum level of protection that can potentially step up. Contingent Minimum Repayment Lock - In Securities offer access to the performance of an underlier with the benefit of partial principal protection at maturity. Further, they provide investors with the potential to “lock - in” additional principal protection on periodic observation dates, although investors may still lose a portion of their investment at maturity. • Expect the underlier to have positive performance, but are concerned about the possibility of a sell - off before maturity • Are willing to risk a portion of their principal and forgo any income in exchange for the potential ability to lock - in additional principal protection Investors may not receive their full principal back at maturity and may not benefit from the contingent minimum repayment lock - in feature. Please see “Selected Risk Considerations” for more information. Please also see the pricing supplement containing the specific terms of a particular issuance of securities. THE SECURITIES MAY BE APPROPRIATE FOR INVESTORS WHO: • Are focused on partial preservation of capital for medium - to long - term goals This is not a research report and was not prepared by the research departments of Morgan Stanley & Co. LLC or Morgan Stanley Smith Ba rney LLC. It was prepared by Morgan Stanley Wealth Management sales, trading or other non - research personnel. Past performance is not necessa rily a guide to future performance. Please see additional important risk considerations, information and qualifications at the end of this ma ter ial.

3 MORGAN STANLEY | 2020 Upside market exposure with a minimum return of principal at maturity, subject to potential step up over time How It Works ​ In addition to providing growth potential, Contingent Minimum Repayment Lock - In Securities offer a level of principal protection calculated based on the maximum value of the underlier as observed on specified dates. The securities begin with a minimum amount of principal protection at maturity, which is based on a pre - determined fixed percentage of the principal amount. ​ On a series of observation dates throughout the term of the security, the security may “lock in” a new higher principal protection level equal to a fixed percentage (less than 100%) of the appreciated underlier value. At maturity, investors receive the greater of this “locked in” minimum principal repayment or the point - to - point underlier positive performance over the full term of the security. ​ Contingent Minimum Repayment Lock - In Securities do not guarantee full principal repayment, and a higher level of protection may never be locked in . These hypothetical terms are for illustrative purposes only and terms are subject to change. See the hypothetical examples on the following page. POTENTIAL BENEFITS • Partial preservation of capital • Growth potential • Ability to lock in higher capital preservation level in certain scenarios CONSIDERATIONS • Inclusion of lock - in feature will worsen other terms • Protection may never lock in at a higher level • Potential for only partial repayment of principal Sample Terms Underlier XYZ Maturity 6 Years Participation Rate 100% Maximum Payment at Maturity Uncapped Minimum Protection Level 80% Observation Frequency Annual Protection level may step up over the life of the security if a lock - in event occurs – + 0 Loss/Profit 100 – + Underlier Note Payoff Underlier This is not a research report and was not prepared by the research departments of Morgan Stanley & Co. LLC or Morgan Stanley Smith Ba rney LLC. It was prepared by Morgan Stanley Wealth Management sales, trading or other non - research personnel. Past performance is not necessa rily a guide to future performance. Please see additional important risk considerations, information and qualifications at the end of this ma ter ial.

4 MORGAN STANLEY | 2020 80% 100% 90% 75% 90% 95% 75% 70% 60% 70% 80% 90% 100% 110% Pricing Date 1st Observation 2nd Observation 3rd Observation 4th Observation 5th Observation Valuation Date Underlier Level (As a % of Initial) 80% 88% 96% 104% 112% 120% 100% 110% 120% 130% 140% 150% 80% 60% 80% 100% 120% 140% 160% 180% Pricing Date 1st Observation 2nd Observation 3rd Observation 4th Observation 5th Observation Valuation Date Underlier Level (As a % of Initial) Hypothetical Examples ​ The following four examples consider a hypothetical (1) Contingent Minimum Repayment Lock - In Security with an 80% minimum protection level to illustrate how the payment at maturity would be determined depending on performance of the underlier during the term of the security. These examples do not cover every situation that may occur. 1. Hypothetical examples are illustrative only. The Underlier Does Not Close at or above the Initial Level on Any Observation Date, so a Lock - in Event Does Not Occur. The Minim um Payment at Maturity Does Not Increase from the Initial Minimum Payment at Maturity and the Investor Incurs a Loss. 4 80% (Final Lock - in Amount) Final Underlier Value 70% Payment at Maturity […] [ … ] Multiple Lock - in Events Occur, Increasing the Minimum Payment at Maturity Beyond the Initial Minimum Payment at Maturity. Althou gh Lock - in Events Occurred, a Portion of the Investment in the Securities Still Remains at Risk and the Investor Incurs a Loss. 3 96% (Final Lock - In Amount) Final Underlier Value 70% Payment at Maturity […] Multiple Lock - in Events Occur, Increasing the Minimum Payment at Maturity Beyond the Initial Minimum Payment at Maturity. The Un derlier Declines Before Maturity, but the Investor Receives the Final Lock - in Amount. 2 120% (Final Lock - in Amount) Final Underlier Value 80% Payment at Maturity […] [ … ] Multiple Lock - in Events Occur, Increasing the Minimum Payment at Maturity Beyond the Initial Minimum Payment at Maturity. Howeve r, the Payment at Maturity Is Based Solely on the Underlier Percent Increase, Because That Is Greater than a Payment at Maturity Based on the Final Lock - in Am ount. 1 160% (Final Underlier Value as % of Initial Underlier Value ) Final Underlier Value 160 % Payment at Maturity 100% 110% 120% 130% 140% 150% 160% 60% 80% 100% 120% 140% 160% 180% Pricing Date 1st Observation 2nd Observation 3rd Observation 4th Observation 5th Observation Valuation Date Underlier Level (As a % of Initial) 80% 88% 96% 104% 112% 120% […] [ … ] 80% 84% 88% 96% 100% 105% 110% 120% 100% 90% 70% 60% 70% 80% 90% 100% 110% 120% 130% Pricing Date 1st Observation 2nd Observation 3rd Observation 4th Observation 5th Observation Valuation Date Underlier Level (As a % of Initial) [ … ] Protection Level Underlier Protection Level Underlier Protection Level Underlier Protection Level Underlier

5 MORGAN STANLEY | 2020 Selected Risk Considerations The following is a non - exhaustive list of certain key risk factors for investors in a Contingent Minimum Repayment Lock - In Security. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the disclosure for any particular issuance. We also urge you to consult your investment, legal, tax, accounting and other advisors in connection with any investment in the securities. The securities do not pay interest and provide a minimum payment at maturity of only a portion of your principal. You could lose a portion of the stated principal amount of the securities . The terms of the securities differ from those of ordinary debt securities in that we will not pay you any interest, and the securities provide a minimum payment at maturity of only a portion of the stated principal amount. Specifically, you will suffer a loss at maturity if either (i) a lock - in event occurs but the minimum payment at maturity remains less than 100% and the final underlier value is less than the initial value or (ii) no lock - in event occurs and the final underlier value is less than the initial value . Even if a lock - in event occurs, investors may not receive their full principal back at maturity and may not benefit from the contingent minimum repayment lock - in feature . It is possible for a lock - in event to occur, but for the final lock - in amount to remain less than the stated principal amount per security. In such a case, investors may lose some of their investment in the securities. Additionally, even if a lock - in event occurs, the payment at maturity based on the percentage change in the value of the underlier during the term of the securities may be greater than the increased minimum payment at maturity reflected in the final lock - in amount. In this case, you will not benefit from the contingent minimum repayment lock - in feature . Whether a lock - in event occurs will be based solely on the value of the underlier on the observation dates . Even if the underlier appreciates prior to an observation date, but then has decreased as of an observation date to less than or equal to the initial value, a lock - in event will not occur and you will not obtain the potential benefit provided by the contingent minimum return lock - in feature. The potential benefit provided by the contingent minimum repayment lock - in feature applies only if you hold the securities to maturity. You should be willing to hold the securities to maturity. If you are able to sell the your securities prior to maturity in the secondary market, you may have to sell them at a loss relative to the your initial investment (and/or relative to the minimum payment at maturity), even if a lock - in event has occurred, as the minimum payment at maturity and the lock - in features apply only at maturity. The securities 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 securities. 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. The amount payable on the securities is not linked to the value of the underlier at any times other than the observation dates and the valuation date. Investing in the securities is not equivalent to investing in the underlier . Investing in the securities is not equivalent to investing in the underlier . Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlier or its components.

6 MORGAN STANLEY | 2020 Important Information and Qualifications This material was prepared by sales, trading or other nonresearch personnel of Morgan Stanley Smith Barney LLC (together with its affiliates, “Morgan Stanley Wealth Management”) . This material was not produced by a Morgan Stanley & Co . LLC (“Morgan Stanley & Co . ”) or Morgan Stanley Wealth Management research analyst, although it may refer to a Morgan Stanley & Co . or Morgan Stanley Wealth Management research analyst or report . Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the aforementioned research departments or others in the firms . An investment in structured investments may not be appropriate for all investors . These investments involve substantial risks . The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives . This material does not provide individually tailored investment advice nor does it offer tax, regulatory, accounting or legal advice . We remind investors that these investments are subject to market risk and will fluctuate in value . The investments discussed or recommended in this communication may not be appropriate for investors depending upon their specific investment objectives and financial position . No representation or warranty is made that any returns indicated will be achieved . Potential investors should be aware that certain legal, accounting and tax restrictions, margin requirements, commissions and other transaction costs may significantly affect the economic consequences of the transactions discussed herein . The information and analyses contained herein are not intended as tax, legal or investment advice and may not be appropriate for your specific circumstances . Hypothetical performance results have inherent limitations . There are frequently sharp differences between hypothetical and actual performance results subsequently achieved by any particular trading strategy . Hypothetical performance results do not represent actual trading and are generally designed with the benefit of hindsight . They cannot account for all factors associated with risk, including the impact of financial risk in actual trading or the ability to withstand losses or to adhere to a particular trading strategy in the face of trading losses . There are numerous other factors related to the markets in general or to the implementation of any specific trading strategy that cannot be fully accounted for in the preparation of hypothetical performance results and all of which can adversely affect actual trading results . These materials may not be distributed in any jurisdiction where it is unlawful to do so . The products described in this communication may not be marketed or sold or be available for offer or sale in a number of jurisdictions where it is unlawful to do so . This publication is disseminated in Japan by Morgan Stanley Japan Limited ; in Hong Kong by Morgan Stanley Dean Witter Asia Limited ; in Singapore by Morgan Stanley Dean Witter Asia

7 MORGAN STANLEY | 2020 Important Information and Qualifications (cont’d) (Singapore ) Pte . , regulated by the Monetary Authority of Singapore, which accepts responsibility for its contents ; in Australia by Morgan Stanley Dean Witter Australia Limited A . B . N . 67 003 734 576 , a licensed dealer, which accepts responsibility for its contents ; in Canada by Morgan Stanley Canada Limited, which has approved of, and has agreed to take responsibility for, the contents of this publication in Canada ; in Spain by Morgan Stanley, S . V . , S . A . , a Morgan Stanley group company, which is supervised by the Spanish Securities Markets Commission (CNMV) and states that this document has been written and distributed in accordance with the rules of conduct applicable to financial research as established under Spanish regulations ; in the United States by Morgan Stanley & Co . , which accepts responsibility for its contents ; and in the United Kingdom, this publication is approved by Morgan Stanley & Co . International PLC, solely for the purposes of section 21 of the Financial Services and Markets Act 2000 and is distributed in the European Union by Morgan Stanley & Co . International PLC, except as provided above . Private UK investors should obtain the advice of their Morgan Stanley & Co . International PLC representative about the investments concerned . In Australia, this publication, and any access to it, is intended only for “wholesale clients” within the meaning of the Australian Corporations Act . Third - party data providers make no warranties or representations of any kind relating to the accuracy, completeness or timeliness of the data they provide and shall not have liability for any damages of any kind relating to such data . Any estimates, projections or predictions (including in tabular form) given in this communication are intended to be forward - looking statements . Although Morgan Stanley Wealth Management believes that the expectations in such forward - looking statements are reasonable, it can give no assurance that any forward - looking statements will prove to be correct . Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected . These forward - looking statements speak only as of the date of this communication . Morgan Stanley Wealth Management expressly disclaims any obligation or undertaking to update or revise any forward - looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based . Each relevant issuer has separately filed a registration statement (including a prospectus), and will file a pricing supplement, with the SEC for any offering to which this communication relates . Before you invest in any offering, you should read the prospectus in that registration statement, the applicable pricing supplement and other documents such issuer has filed with the SEC for more complete information about that issuer and that offering . You may get these documents free of

8 MORGAN STANLEY | 2020 Important Information and Qualifications ( cont’d ) charge by visiting EDGAR on the SEC website at www . sec . gov . Alternatively, the relevant issuer, any underwriter or any dealer participating in any offering will arrange to send you the prospectus if you request it by calling toll - free 1 - ( 800 ) - 584 - 6837 . © 2020 Morgan Stanley Smith Barney LLC . Member SIPC . CRC 3146168 7 / 20

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