Morgan Stanley Finance LLC

Free Writing Prospectus to Preliminary Terms No. 1570

Registration Statement Nos. 333-221595; 333-221595-01

Dated February 1, 2019

Filed pursuant to Rule 433

The securities are not subject to automatic early redemption until approximately six months after the original issue date. Following this initial 6-month non-call period, if, on any redemption determination date, beginning on August 26, 2019, the determination closing price of each of the underlying shares is greater than or equal to its respective 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.

The securities will not be redeemed early on any early redemption date if the determination closing price of either of the underlying shares is below its respective initial share price on the related redemption determination date.

A contingent monthly coupon at an annual rate of at least 13.80% (corresponding to at least approximately $11.50 per month per security, to be determined on the pricing date) will be paid on the securities on each coupon payment date but only if the determination closing price of each of the underlying shares is at or above its respective coupon barrier level on the related observation date.

If, on any observation date, the determination closing price of either of the underlying shares is less than its respective coupon barrier level, no contingent monthly coupon will be paid with respect to that observation date. It is possible that one or both of the underlying shares will remain below their respective coupon barrier levels for extended periods of time or even throughout the entire 2-year term of the securities so that you will receive few or no contingent monthly coupons.

If the securities are not redeemed prior to maturity, investors will receive a payment at maturity determined as follows:

·  If the final share price of each of the underlying shares is greater than or equal to 85% of its respective initial share price, meaning that neither of the underlying shares has decreased by an amount greater than the buffer amount of 15% from its respective initial share price:

the stated principal amount and the contingent monthly coupon with respect to the final observation date

·   If the final share price of either of the underlying shares is less than 85% of its respective initial share price, meaning that either of the underlying shares has decreased by an amount greater than the buffer amount of 15% from its respective initial share price:

$1,000 + [$1,000 x (share percent change of the worst performing underlying shares + 15%)]

Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000. However, under no circumstances will the securities pay less than the minimum payment at maturity of $150 per security.

Terms continued on the following page

Overview

The securities offered are unsecured obligations of MSFL and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying preliminary terms, product supplement, index supplement and prospectus. The securities do not provide for the regular payment of interest and provide a minimum payment at maturity of only 15% of the stated principal amount. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each of the SPDR^® S&P^® Oil & Gas Exploration & Production ETF and the Market Vectors Gold Miners ETF, which we refer to as the underlying shares, is at or above 85% of its respective initial share price, which we refer to as the coupon barrier level, on the related observation date. If, however, the determination closing price of either of the underlying shares is less than its respective coupon barrier level on any observation date, we will pay no interest for the related monthly period. Beginning after six months, the securities will be automatically redeemed if the determination closing price of each of the underlying shares is greater than or equal to its respective initial share price on any monthly redemption determination date for the early redemption payment equal to the sum of the stated principal amount plus the related contingent monthly coupon. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final share price of each of the underlying shares is greater than or equal to 85% of its respective initial share price, meaning that neither of the underlying shares has declined by an amount greater than the buffer amount of 15%, the payment at maturity will be the stated principal amount and the related contingent monthly coupon. However, if the final share price of either of the underlying shares is less than 85% of its respective initial share price, meaning that either of the underlying shares has declined by an amount greater than the buffer amount of 15%, investors will lose 1% for every 1% decline in the final share price of the worst performing underlying shares from its initial share price beyond the buffer amount of 15%. Accordingly, investors in the securities must be willing to accept the risk of losing up to 85% of their initial investment and also the risk of not receiving any contingent monthly coupons throughout the 2-year term of the securities. 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 interest over the entire 2-year term and in exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent monthly coupons is based on the worst performing of the underlying shares, the fact that the securities are linked to two underlying shares does not provide any asset diversification benefits and instead means that a decline in the price of either of the underlying shares below the relevant coupon barrier level will result in no contingent monthly coupons, even if the other underlying shares closes at or above its respective coupon barrier level. Because all payments on the securities are based on the worst performing of the underlying shares, a decline of either of the underlying shares by an amount greater than the buffer amount as of the final observation date will result in a loss of your investment, even if the other underlying shares has appreciated or has not declined as much. Investors will not participate in any appreciation of either of the underlying shares. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.

All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. 

Investing in the securities involves risks. See “Selected Risks” on the following page and “Risk Factors” in the accompanying preliminary terms.

You should read this document together with the accompanying preliminary terms, product supplement, index supplement and prospectus describing the offering before you decide to invest. You may access the preliminary terms through the below link:

https://www.sec.gov/Archives/edgar/data/895421/000095010319001386/dp101774_fwp-ps1570.htm 

With respect to the XOP Shares: 85% of its initial share price

With respect to the GDX Shares: 85% of its initial share price 

With respect to each of the underlying shares, 15%. As a result of the buffer amount of 15%, the price at or above which each of the underlying shares must close on the final observation date so that investors do not suffer a loss on their initial investment in the securities is as follows: 

With respect to the XOP Shares: 85% of its initial share price 

With respect to the GDX Shares: 85% of its initial share price 

With respect to the XOP Shares, the closing price on the pricing date 

With respect to the GDX Shares, the closing price on the pricing date 

The securities will not be listed on any securities exchange.

13.80% per annum (corresponding to approximately $11.50 per month per security)¹ 

With respect to each coupon payment date, a contingent monthly coupon is paid but only if the determination closing price of each of the underlying shares is at or above its respective coupon barrier level on the related observation date. 

If the final share price of each of the underlying shares is greater than or equal to 85% of its respective initial share price: the stated principal amount and the contingent monthly coupon with respect to the final observation date. 

If the final share price of either of the underlying shares is less than 85% of its respective initial share price: 

$1,000 + [$1,000 x (share percent change of the worst performing underlying shares + 15%)] 

With respect to the XOP Shares: $26.00 

With respect to the GDX Shares: $21.00 

With respect to the XOP Shares: $22.10, which is 85% of its hypothetical initial share price

 With respect to the GDX Shares: $17.85, which is 85% of its hypothetical initial share price 

SPDR^® S&P^® Oil & Gas Exploration & Production ETF 

Daily Closing Prices 

January 1, 2014 to January 28, 2019 

Market Vectors Gold Miners ETF 

Daily Closing Prices 

January 1, 2014 to January 28, 2019