Form 424B2 MORGAN STANLEY

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Callable Conditional income securities maturing August 3, 2023

Payments on securities based on the worst performance of the NASDAQ-100 index®, the Russell 2000® Index and Dow Jones Industrial AverageSM

Fully and unconditionally guaranteed by Morgan Stanley

Risk capital securities

The securities offered 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 Prospectus Supplement, Index Supplement and Prospectus, as supplemented or modified by this document. The securities do not guarantee repayment of principal and do not provide for the regular payment of interest. Instead, the securities will pay a conditional quarterly coupon but only if the closing value of the index of each of NASDAQ-100 Index®, the Russell 2000® Index and Dow Jones Industrial AverageSM on the corresponding observation date is at or above 70% of its respective initial index value, which we call the respective Coupon Barrier Level. If the closing value of the index of any underlying index is below the Coupon Barrier Level for such an index on any Observation Date, we will not pay any Coupons for the relevant quarterly period. In addition, as of February 3, 2022, we will redeem the securities on any quarterly redemption date, for a repayment payment equal to the sum of the principal amount indicated more any quarterly coupons otherwise due under the related observation date, if and only if the exit from a risk neutral valuation model on a business day that is at least 2 but not more than 5 business days before that date redemption, based on the data shown under “Call functionality” below indicates that redemption on that date is economically rational for us compared to not redeeming on that date. An early redemption of securities will not automatically take place depending on the performance of the underlying indices. At maturity, if the securities have not been redeemed beforehand and if the closing value of the index of each the underlying index has remained greater than or equal to 70% of the initial value of the respective index, which we call the falling threshold level, on each index business day during the term of the securities, payment at maturity will be the principal amount shown and the related conditional quarterly coupon. If, however, the closing value of the index of all the underlying index is below its respective falling threshold level on each index business day during the term of the securities, a trigger event will have occurred and investors will be exposed to a decline in the underlying index the worst performing on a 1 to 1 basis and, if the final value of the index of all the underlying index is below its initial index value, investors will receive a payment at maturity that is less than the stated principal of the securities and could be zero. Investors will not participate in any appreciation of an Underlying Index. Therefore, IInvestors in the Securities should be prepared to accept the risk of losing their entire initial investment based on the performance of any underlying index and also the risk of not receiving conditional quarterly coupons for the duration of 1, 75 years of titles. Since the payments on the securities are based on the worst performing Underlying Indices, a fall beyond the respective Coupon Barrier Level and / or the respective Fall Threshold Level, as applicable, is all the underlying index will cause little or no possible quarterly coupons and / or a potential loss on your investment, as the case may be, even if the other underlying indices have appreciated or have not fallen as much. Investors will not participate in any appreciation of an Underlying Index. The securities are intended 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 interest if any underlying index closing below the coupon barrier level for that index on the observation dates, and the risk of early redemption of securities based on exiting a risk neutral valuation model. The Securities are notes issued under the MSFL Series A Global Medium Term Note program.

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

SUMMARY TERMS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan stanley

Underlying indices:

NASDAQ-100 Index® (the “NDX Index”), Russell 2000® Index (the “RTY Index”) and Dow Jones Industrial AverageSM (the “INDU Index”)

Total principal amount:

$

Principal amount indicated:

$ 1,000 per title

Issue price:

$ 1,000 per security (see “Commissions and issue price” below)

Pricing date:

October 29, 2021

Original issue date:

November 3, 2021 (3 working days after the pricing date)

Due date:

August 3, 2023

Call function:

As of February 3, 2022, an early redemption, in whole but not in part, will occur on a redemption date if and only if the exit from a risk neutral valuation model on a business day that is at least 2 but no more than 5 business days before that redemption date, as selected by the Calculation Agent (the “Determination Date”), taking as input data: (i) benchmark market levels, volatilities and the correlations, if any and in each case on the determination date (ii) Morgan Stanley credit spreads on the pricing date indicate that repayment on that date is economically rational for us compared to not -refund on this date. If we call the securities, we will give you notice at least 2 business days before the call date indicated in the notice. No further payment will be made on the securities once they have been redeemed.

Conditional Quarterly Coupon:

If, on an observation date, the closing value of the index of each underlying index is Greater or equal to its respective coupon barrier level, we will pay a conditional quarterly coupon at an annual rate of 9.75% to 11.75% (corresponding to approximately $ 24.375 to $ 29.375 per quarter per security) on the coupon payment date related conditional. The rate of any quarterly coupon will be determined on the pricing date.

If, on an observation date, the closing value of any underlying index is less than the coupon barrier level for this index, no conditional quarterly coupon will be paid for this observation date. It is possible that one or more Underlying Indices may remain below the respective Coupon Barrier Level (s) for long periods of time or even throughout the duration of the securities, so that you will receive little or no Quarterly Coupons. conditional.

Trigger event:

A trigger event occurs if, on any index working day from the price fixing date, but excluding, up to and including the final observation date, the closing value of the index of all the underlying index is below its respective falling threshold level. If a trigger event occurs on any index working day During the term of the securities, you will be exposed to the downside of the worst performing underlying index at maturity.

Payment at maturity:

If the securities have not been redeemed beforehand, investors will receive, in addition to the possible last payment of the quarterly coupon, if it is due, a payment at maturity determined as follows:

If a trigger event has NOT occurred on an Index Business Day from the pricing date up to and including the Final Observation Date: the principal amount indicated

If a Trigger Event HAS occurred on an Index Business Day from, but excluding, the Pricing Date, up to and including the Final Observation Date: (i) the principal amount indicated multiplied by (ii) the performance factor of the worst performing underlying index, subject to a maximum payment at maturity of the principal amount indicated.

If a Trigger Event occurs and the Final Index Value of an Underlying Index is less than its Initial Index Value, Payment at Maturity will be less than the stated Principal Amount of the Securities and could be zero. Under no circumstances will investors participate in the appreciation of an underlying index.

Conditions continued on next page

Agent:

Morgan Stanley & Co. LLC (“MS & Co.”), a subsidiary of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Additional Information Regarding the Distribution Plan; conflicts of interest. “

Estimated value on the date of the prize:

About $ 953.90 per title, or less than $ 35 of that estimate. See “Investment overview” starting on page 3.

Commissions and issue price:

Public Prize(1)

Agent fees and commissions(2)

Comes back to us(3)

By title

$ 1,000

$

$

Total

$

$

$

(1)The Securities will be sold only to investors who purchase the Securities through commission-based advisory accounts.

(2)MS & Co. plans to sell all securities it purchases from us to an unaffiliated brokerage at a price of $ per security, for resale to certain fee-based advisory accounts at the public price of $ 1,000 per security. MS & Co. will not receive any sales commission on the securities. See “Additional Information Regarding the Distribution Plan; conflicts of interest. ”For more information, see“ Investment Plan (Conflicts of Interest) ”in the accompanying Prospectus Supplement.

(3)See “Product Use and Coverage” on page 33.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk factors” starting on page 12.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, nor have they determined whether this document or the accompanying Prospectus Supplement, Index Supplement and Prospectus are true or complete. Any statement to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency or agency, nor are they bonds or guarantees by any bank.

You should read this document together with the related Prospectus Supplement, Index Supplement and Prospectus, each accessible through the hyperlinks below. Please also see “Additional Securities Terms” and “Additional Securities Information” at the end of this document.

References to “we”, “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Dated prospectus supplement November 16, 2020 Index Dated supplement November 16, 2020 Dated prospectus November 16, 2020


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