associated with the issuance, sale, structuring and hedging of bonds in the original issue price reduce the economic terms of the bonds, cause the estimated value of the bonds to be lower than the original 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 Notes in secondary market transactions are likely to be significantly lower than the initial issue price, because the secondary market prices will exclude the costs of issue, sale, structuring and hedging which are included in the initial issue price and which you bear and because the prices The secondary market 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 Notes in the initial issue price and the lower rate we are willing to pay as issuer makes the economics of the Notes less favorable to you than they otherwise would be.

However, since the costs associated with the issuance, sale, structuring and hedging of Notes 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 Notes in the secondary market, absent changes in market conditions, including those relating to the Underlying Index, and 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 the Notes is determined based on our pricing and valuation models, which may differ from those of other dealers and do not constitute a maximum or minimum secondary market price. 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 standard way in the market to value these types of securities, our models may produce a higher estimated ticket value than that generated by others, including other brokers. in the market, if they attempted to value the Notes. . Further, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your tickets in the secondary market (if applicable) at any time. . The value of your Notes 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 Notes Will Be Affected by Many Unpredictable Factors” above.

Investing in the Notes is not equivalent to investing in the Underlying Index. Investing in the Notes is not equivalent to investing in the Underlying Index or the constituent stocks thereof. As an investor in the Notes, you will not have any voting rights or any right to receive any dividends or other distributions or any other rights with respect to the shares that constitute the Underlying Index. See “Hypothetical Payment on the Notes” above.

The Notes will not be listed on any stock exchange and secondary trading may be limited. The Notes will not be listed on any stock exchange. Accordingly, there may be little or no secondary market for the Notes. MS & Co. may, but is not obligated to, make a market in the Notes 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 notes, 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 he will be able to resell the Notes . Even if there is a secondary market, it may not provide enough liquidity for you to easily trade or sell the Notes. Since other dealers may not participate significantly in the secondary market for Notes, the price at which you may be able to trade your Notes will likely depend on the price, if any, at which MS & Co. is willing to make trades. transactions. . If at any time MS & Co. were to cease creating a market for the Notes, it is likely that there would be no secondary market for the Notes. Accordingly, you should be prepared to hold your Notes until they mature.

The Calculation Agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations regarding the Notes. As calculation agent, MS & Co. will determine the Initial Index Value and the Final Index Value, and calculate the amount of cash you will receive at maturity. In addition, certain decisions made by MS & Co., in its capacity as Calculation Agent, may require it to exercise its discretion and make subjective judgments, for example with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the closing value of the index in the event of abandonment of the underlying index. These potentially subjective determinations may adversely affect the payment made to you at maturity. For further information regarding these types of determinations, see “Description of the Equity Linked Notes – Calculation and Calculation Agent”, “– Alternative Exchange Calculation in the event of Default” and “– Discontinuation of Any Underlying Index ; Change in calculation method” in the product supplement accompanying the equity-linked bonds. In addition, MS & Co. has determined the estimated value of the Notes as of the Pricing Date.

The hedging and trading activities of our affiliates could adversely affect the value of the Notes. One or more of our affiliates and/or third-party brokers intends to engage in hedging activities relating to the Notes (and other instruments relating to the Underlying Index or constituent stocks thereof), including trading in the stocks that make up the underlying index as well as in other instruments linked to the underlying index. Therefore, these entities may unwind or adjust hedge positions during the term of the obligations, and the hedging strategy may involve larger and more frequent dynamic adjustments to the hedge.

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