MORGAN STANLEY FWP Form Submitted by: MORGAN STANLEY

Trigger MORE Based on the value of the worst performing Dow Jones Industrial AverageSMthe Russell 2000® Index and the NASDAQ-100 index® due January 29, 2027

Trigger leveraged securities on performanceSM

Fully and unconditionally guaranteed by Morgan Stanley

Securities at risk

The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, guarantee no repayment of principal at maturity and have the terms described in the attached Product Supplement for PLUS, the Index Supplement and the Prospectus, as supplemented or amended by the this document. The payout at maturity on the Trigger PLUS will be based on the value of the worst performing Dow Jones Industrial AverageSMthe Russell 2000® Index and the NASDAQ-100 index®, which we call the underlying indices. At maturity, if each the underlying index has appreciated in value, investors will receive the stated principal amount of their investment more benefited from the bullish performance of the worst performing underlying index. Yes any underlying indices depreciates in value, but the final value of the index of each underlying index is greater than or equal to 70% of the initial value of the respective index, which we refer to as the respective trigger level, investors will receive the declared principal amount of their investment. However, if the final value of the index of any Underlying Index is below its respective Trigger Level, investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% drop in the Underlying Index on the underperforming compared to its initial index value. Investors may lose their entire initial investment in Trigger PLUS. Since the payment at maturity of the Trigger PLUS is based on the worst performance of the underlying indices, a drop in any underlying index below its respective trigger level will result in a significant loss of your investment, even if the other underlying indices have risen or not fallen as much. These long-term Trigger PLUS are for investors who seek a return based on a stock index and who are willing to risk their capital, risk exposure to the worst of the three underlying indices and forgo current income in exchange. the upside leverage feature and loss protection which only applies if the final index value each the underlying index is Greater or equal to the respective trigger level. Trigger PLUS are notes issued under MSFL’s Series A Global Medium Term Note 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 Trigger PLUS are not secured obligations and you will have no security interest in, or access to, any underlying asset or reference asset.

SUMMARY TERMS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Due date:

January 29, 2027

Underlying indices:

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

Valuation date:

January 26, 2027, subject to postponement for non-indexed business days and certain market disruptive events

Total principal amount:

$

Payment at maturity:

If the final value of the index of each underlying index is bigger than its respective initial index value,

$1,000 + leveraged payout

If the final value of the index of any underlying index is less than or equal to its respective initial index value, but the final index value of each underlying index is Greater or equal to its respective trigger level:

$1,000

If the final value of the index of any underlying index is less than its respective trigger level:

$1,000 × performance factor of the worst performing underlying index

In these circumstances, the Maturity Payment will be less than the $1,000 Stated Principal Amount and represent a loss of at least 30%, if not all of your investment.

Leveraged payment:

$1,000 × leverage factor × index percentage change of the worst performing underlying index

Leverage factor:

At least 177.50% (applicable only if the final value of the index of each the underlying index is higher than its respective initial index value). The actual leverage factor will be determined on the pricing date.

Percentage change in the index:

Compared to each underlying index, (final index value – initial index value) / initial index value

Worst performing underlying index:

The underlying index with the lowest percentage change from the index

Index performance factor

Compared to each underlying index, final index value / initial index value

Initial value of the index:

With respect to the INDU index, , which is the closing value of this index on the date of establishment of the price

With respect to the RTY index, , which is the closing value of that index on the date of pricing

With respect to the NDX index, , which is the closing value of that index on the date of pricing

Final value of the index:

With respect to each Underlying Index, the Closing Value of such Index on the Valuation Date

Trigger level:

With regard to the INDU index, , which corresponds to 70% of the initial value of this index.

With regard to the RTY index, , which corresponds to 70% of the initial value of this index.

With respect to the NDX index, , which corresponds to 70% of the initial value of the index of this index.

Principal amount declared / Issue price:

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

Pricing date:

January 26, 2022

Original issue date:

January 31, 2022 (3 business days after pricing date)

CUSIP / ISIN:

61773HM22 / US61773HM222

SEO:

Trigger PLUS will not be listed on any stock exchange.

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 at pricing date:

Approximately $955.80 per Trigger PLUS, or less than $40.00 of that estimate. See “Summary of Investments” beginning on page 2.

Commissions and issue price:

Public price(1)

Agent’s commissions and fees(2)

product to us(3)

Per trigger PLUS

$1,000

$

$

Total

$

$

$

(1)Trigger PLUS will only be sold to investors who purchase Trigger PLUS in paid advisory accounts.

(2)MS & Co. intends to sell all Trigger PLUS it purchases from us to an unaffiliated reseller at a price of $ per Trigger PLUS, for resale to certain paid consulting accounts at the public price of $1,000 per Trigger PLUS. MS & Co. will not receive any sales commission with respect to Trigger PLUS. See “Additional Information Regarding the Distribution Plan; Conflicts of Interest.” For more information, see “Distribution Plan (Conflicts of Interest)” in the product supplement accompanying PLUS.

(3)See “Product Use and Coverage” on page 21.

Trigger PLUS involves risks not associated with investing in ordinary debt securities. See “Risk Factors” beginning on page 8.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined whether this document or the accompanying product supplement, index supplement and prospectus are true. or complete. Any representation to the contrary is a criminal offence.

Trigger PLUS are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency or instrument, nor are they bonded or guaranteed by any bank.

You should read this document and the related Product Supplement, Index Supplement and Prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Trigger PLUS Terms” and “Additional Trigger PLUS Information” at the end of this document.

As used in this document, “we”, “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, depending on the context.

Product supplement for PLUS from Nov 16, 2020Index Supplement dated 16 Nov 2020Prospectus dated November 16, 2020

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