MORGAN STANLEY FWP Form Submitted by: MORGAN STANLEY

treaty past bet with the claims of other unsecured and unsubordinated creditors of Morgan Stanley, including holders of securities issued by Morgan Stanley.

The amount payable on the Securities is not linked to the value of the Underlying Index at any time other than on the Valuation Date. The Final Index Value will be based on the Closing Index Value on the Valuation Date, subject to deferral for Non-Index Business Days and certain Market Disruption Events. Even if the value of the Underlying Index rises before the Valuation Date but then falls on the Valuation Date, the Maturity Payment may be lower, and significantly lower, than it would have been had the Maturity Payment been linked to the value of the Underlying Index prior to such decline. Although the actual value of the Underlying Index on the Maturity Date indicated or at other times during the term of the Securities may be greater than the Final Index Value, payment at maturity will be based only on the closing value of the index on the valuation date.

Investing in the Securities is not equivalent to investing in the Underlying Index. Investing in the Securities is not the same as investing in the Underlying Index or its constituent stocks. Investors in the Securities will not have any voting rights or rights to receive dividends or other distributions or any other rights with respect to the shares which constitute the Underlying Index.

The rate we are willing to pay for securities of this type, maturity and issue size is likely to be lower than the rate implied by our secondary market credit spreads and beneficial to us. The lower rate and the inclusion of the costs associated with issuing, selling, structuring and hedging the securities in the initial issue price reduce the economic terms of the securities, cause the estimated value of the securities is lower than the initial issue price and negatively affect secondary market prices. Assuming market conditions or other relevant factors do not change, the prices, if any, at which dealers, including MS & Co., might be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude issue, selling, structuring and hedging costs which are included in the original issue price and which you bear and because secondary market prices will reflect our secondary market credit spreads and the bid-ask spread that any broker would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the initial issue price and the lower rate we are willing to pay as the issuer makes the economics of the securities less favorable for you than they otherwise would be.

However, since the costs of issuing, selling, structuring and hedging securities are not fully deducted upon issuance, for a period of up to 6 months after the date of issue, to the extent that MS & Co. may buy or sell the securities on the secondary market, absent changes in market conditions, including those relating to the underlying index, and in our credit spreads in the secondary market, it would do so based on higher than appraised values, and we expect these higher values ​​to also be reflected in your brokerage account statements.

The estimated value of securities is determined by reference to our pricing and valuation models, which may differ from those of other brokers and do not constitute a maximum or minimum price in the secondary market. These pricing and valuation models are proprietary and based in part on subjective opinions of certain market data and certain assumptions regarding future events, which may prove to be incorrect. Therefore, since there is no industry-standard way to value these types of securities, our models may produce a higher estimated value of securities than that generated by others, including other brokers on the market if they attempted to price the securities. . Further, the estimated value on the date of pricing does not represent a minimum or maximum price at which brokers, including MS & Co., would be willing to purchase your securities in the secondary market (if any) at any moment. The value of your securities at any time after the date of this document will vary based on many factors which cannot be predicted with precision, including our creditworthiness and changes in market conditions. See also “The Market Price of the Securities Will Be Affected by Many Unpredictable Factors” above.

The securities will not be listed on any stock exchange and secondary trading may be limited. The Securities will not be listed on any stock exchange. Accordingly, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the Securities and, if it once elects to make a market, may discontinue doing so at any time. When it makes a market, it generally does so for trades of common size in the secondary market at prices based on its estimate of the current value of the securities, taking into account its bid/ask spread, our credit spreads , market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging position, the time remaining to expiration and the likelihood that it will be able to resell the securities . Even if there is a secondary market, it may not provide enough liquidity for you to

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