Form 424B2 MORGAN STANLEY


Double Directional buffer stocks based on the value of the worst performance of the NASDAQ-100 index® and the Russell 2000® Index due September 25, 2023

Fully and unconditionally guaranteed by Morgan Stanley

Risk capital securities

Two-Way Buffer Equity Securities, or “Buffered Securities”, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered Securities will pay no interest, provide a minimum payment at maturity of only 10% of the principal amount stated, and have the terms described in the attached product supplement for Equities, Index Supplement and prospectus, as supplemented or modified by this document. Payment at maturity on Buffered Securities will be based on the value of the worst performing NASDAQ-100 index® and the Russell 2000® Index. At maturity, if the final value of the index of each the underlying index is bigger than its respective initial index value, investors will receive the indicated principal amount of their investment more a return reflecting 100% of the upward performance of the worst performing underlying index, subject to the maximum payment at maturity. If the final value of the index of That is the underlying index is less or equal to its respective initial index value, but the final index value of each the underlying index is Greater or equal to 90% of its respective initial index value, which means that no more the underlying index has decreased by an amount from its initial value bigger than the 10% buffer amount, investors will receive the stated principal amount of their investment more a positive return based on the absolute value of the performance of the worst performing underlying index, which will be inherently limited to a maximum return of 10%. However, if the final index value of That is the underlying index is less than 90% of its respective initial index value, which means that That is underlying index has decreased from its respective initial index value by an amount bigger than the 10% buffer amount, the absolute return function will no longer be available and investors will instead lose 1% for each 1% drop in the worst performing underlying index beyond the specified buffer amount, under reserve of the minimum payment at maturity of 10% of the principal amount indicated. Investors can lose up to 90% of the stated capital of the protected securities. Since the payment at maturity of Buffered Securities is based on the worst performing underlying indices, a decrease of That is the Underlying Index beyond the Buffer Amount will result in a loss, and potentially a significant loss, in your investment even if the other Underlying Index has appreciated or not fallen as much. Buffered Securities are intended for investors who seek a return based on a stock market index and who are willing to risk their capital, to be exposed to the lower performing risk of two underlying indices and to forgo current income and a rise above the maximum payment at maturity in exchange for the buffer and absolute return characteristics that apply in each case to a limited range of performance of the worst performing Underlying Index. Buffered Securities are notes issued under the MSFL Series A Global Medium-Term Notes program.

Buffered Securities differ from Participation Securities described in the accompanying product supplement for Participation Securities in that Buffered Securities offer the potential for a positive return to maturity if the worst performing underlying index depreciates to 10%. %.

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

FINAL CONDITIONS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan stanley

Due date:

September 25, 2023

Underlying indices:

NASDAQ-100 Index® (the “NDX Index”) and RTY 2000® Index (the “RTY Index”)

Total amount of capital:

$ 699,000

Payment at maturity:

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

$ 1,000 + ($ 1,000 × percentage change in index of the worst performing underlying index)

Under no circumstances will payment at maturity exceed the maximum payment at maturity.

If the final value of the index of either the 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 90% of its respective initial index value, which means that no more the underlying index has decreased by an amount from its initial value bigger than the buffer amount of 10%,

$ 1,000 + ($ 1,000 × absolute return of the worst performing underlying index)

If the final value of the index of either the underlying index is less than 90% of its respective initial index value, which means that That is underlying index has decreased from its respective initial index value by an amount bigger than the buffer amount of 10%,

($ 1,000 × performance factor of the worst performing underlying index) + $ 100

In these circumstances, the Maturity Payment will be less than the stated principal by $ 1,000.. However, under no circumstances will buffered securities pay less than $ 100 per stamped security at maturity.

Percentage change in the index:

Relative 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

Index performance factor:

For each underlying index, final index value / initial index value

Absolute return of the index:

The absolute value of the percentage change in the index. For example, a percentage change in the index of -5% will result in an absolute index return of + 5%

Initial index value:

With regard to the NDX index, 15,627.64, which is the closing value of the index of this index on the price fixing date

With regard to the RTY index, 2,139.875, which is the closing value of the index of this index on the price fixing date

Value of the final index:

For each Underlying Index, the closing index value of that index on the valuation date

Date of assessment:

September 20, 2023, subject to adjustment for non-indexed business days and certain market disruption events

Minimum payment at maturity:

$ 100 per stamped title (10% of the principal amount indicated)

Maximum payment at maturity:

$ 1,270 per buffer title (127% of the principal amount indicated)

Buffer amount:

ten%. Due to the 10% buffer amount, the value at or above which each Underlying Index must close on the Valuation Date so that investors do not lose money on their investment in the Buffered Securities is :

with regard to the NDX index, 14 064.876, i.e. 90% of the initial value of the index of this underlying index, and

for the RTY index, 1,925,888, which corresponds to approximately 90% of the initial value of the index of this underlying index.

Principal amount indicated:

$ 1,000 per title stamped

Issue price:

$ 1,000 per title stamped

Pricing date:

20 December 2021

Original issue date:

December 23, 2021 (3 working days after the pricing date)

CUSIP / ISIN:

61773HLP2 / US61773HLP28

SEO:

The buffered securities will not be listed on any stock exchange.

Agent:

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

Estimated value on the date of the prize:

$ 951.00 per stamped title. See “Summary of Investments” on page 2.

Commissions and issue price:

Public Prize

Agent’s commissions(1)

Comes back to us(2)

For buffered security

$ 1,000

$ 22.50

$ 977.50

Total

$ 699,000

$ 15,727.50

$ 683,272.50

(1)Selected brokers and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $ 22.50 for each Buffered Security they sell. See “Additional Information Regarding the Distribution Plan; conflicts of interest. ”For more information, see“ Distribution plan (conflicts of interest) ”in the accompanying product supplement for equity securities.

(2)See “Product Use and Coverage” on page 18.

Buffered Securities involve risks that are not associated with an investment in ordinary debt securities. See “Risk factors” starting on page 7.

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

Buffered 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 Product Supplement, Index Supplement and Prospectus, each accessible through the hyperlinks below. Please also see “Additional Conditions for Stamped Titles” and “Additional Information on Stamped Titles” 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, as the context requires.

Product supplement for equity securities dated November 16, 2020 Index Dated supplement November 16, 2020 Prospectus of November 16, 2020


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