Form 424B2 MORGAN STANLEY


Quota Securities redeemable automatically on income maturing on November 25, 2022, with an initial non-call period of 4 months

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

Fully and unconditionally guaranteed by Morgan Stanley

Risk capital securities

The Securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The titles have the terms described in the Product Supplement, Index Supplement and the accompanying 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 monthly coupon but only if the closing value of the index of each of the Russell 2000® Index, the NASDAQ-100 Index® and the Dow Jones Industrial AverageSM is at or above 70% of its respective initial index value, which we call the respective value coupon threshold level, on the corresponding observation date. However, if the closing index value of all the underlying index is less than his coupon threshold level on any observation date, we will pay no interest for the relevant monthly period. In addition, from four months after the initial issue date, the securities will be automatically redeemed if the closing index value of each the underlying index is Greater or equal to his respective initial index value on any Monthly Redemption Determination Date, for the Prepayment Payment equal to the sum of the Principal Amount shown plus the corresponding Conditional Monthly Coupon. No further payment will be made on the securities once they have been redeemed. At maturity If the securities have not been redeemed beforehand and the final index value of each underlying index is Greater or equal to 70% of its respective Initial Index Value, which we refer to as the respective Fall Threshold Level, the Payment at Maturity will be the Principal Amount shown and the corresponding Monthly Coupon, if any. If, however, the final index value of all the underlying index is less than its respective downside, investors will be fully exposed to the downside of the worst performing Underlying Index on a 1 to 1 basis and will receive a payment at maturity that is less than 70% of the stated capital of the securities and could be zero. Accordingly, investors in the Securities should be prepared to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent monthly coupons for the full one-year term of the Securities. Since all payments on the securities are based on the worst performing Underlying Indices, a decline beyond the respective Coupon Threshold Level or the respective Fall Threshold Level, as applicable, of any index under the underlying will result in little or no conditional coupon payments or a loss on your investment, even if one or both of the other underlying indices have appreciated or have not fallen as much. The securities are intended for investors who are willing to risk their capital on the basis of the worst performing of three underlying indices and who are looking for an opportunity to earn interest at a rate potentially above the market in exchange for the risk of receiving no coupon. monthly over the entire 1 of a year, with no possibility of being redeemed on the securities until after the initial 4-month non-recall period. Investors will not participate in any appreciation of an Underlying Index. 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.

FINAL CONDITIONS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan stanley

Underlying indices:

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

Total amount of capital:

$ 500,000

Principal amount indicated:

$ 1,000 per title

Issue price:

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

Pricing date:

November 19, 2021

Original issue date:

November 24, 2021 (3 working days after the pricing date)

Due date:

November 25, 2022

Conditional monthly coupon:

A quota the coupon will be paid on the securities on each coupon payment date but only if the closing value of the index of each the underlying index is equal to or greater than its respective level coupon threshold level on the corresponding observation date. If payable, any Monthly Coupon will be a cash amount per principal amount shown corresponding to a yield of 7.40% per year (corresponding to approximately $ 6.167 per month per Security) for each Interest Payment Period for each applicable Observation Date.

If, on an Observation Date, the Closing Index Value of an Underlying Index is below its respective Coupon Threshold Level, we will not pay any Coupons for the applicable Monthly Period. It is possible that an Underlying Index will remain below its respective Coupon Threshold level for long periods of time or even for the full one-year term of the securities, so that you will receive little or no monthly coupons. conditional.

Payment at maturity:

If the securities have not been automatically redeemed before maturity, payment at maturity will be determined as follows:

If the final value of the index of each the underlying index is Greater or equal to its respective lowering threshold, investors will receive the principal amount indicated more the conditional monthly coupon with respect to the final observation date.

If the final value of the index of all the underlying index is less than its respective downside, investors will receive (i) the principal amount indicated multiplied by (ii) the performance factor of the worst performing underlying index. In these circumstances, payment at maturity will be less than 70% of the stated principal amount of the securities and could be zero.

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:

$ 979.30 per title. See “Summary of Investments” 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

$ 6

$ 994

Total

$ 500,000

$ 3,000

$ 497,000

(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 dealer at a price of $ 994 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“ Distribution Plan (Conflicts of Interest) ”in the accompanying Product Supplement for Automatically Redeemable Securities.

(3)See “Product Use and Coverage” on page 30.

The securities involve risks that are 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 product 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 Product 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.

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 automatically redeemable securities dated November 16, 2020 Index supplement dated November 16, 2020 Prospectus dated November 16, 2020


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