Form 424B2 MORGAN STANLEY

0

Quota Self-redeemable income securities maturing June 30, 2023, with an initial non-redemption period of 3 months

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

Fully and unconditionally guaranteed by Morgan Stanley

Securities at risk

The Securities are debentures of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The titles have the terms described in the attached Product Supplement, Index Supplement and Prospectus, as supplemented or modified by this document. The Notes 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 from 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, on the corresponding observation date. However, if the closing value of the index of any the underlying index is less than his coupon threshold on any observation date, we will not pay any interest for the corresponding monthly period. In addition, beginning three months after the original issue date, the securities will be automatically redeemed if the closing value of the index of each the underlying index is Greater or equal to its respective initial index value on any Monthly Redemption Determination Date, for the Early Redemption Payment equal to the sum of the Declared Principal Amount plus the related Contingent Monthly Coupon. No further payments will be made on the securities once they have been redeemed. When mature, If the securities have not yet been redeemed and the final value of the index of each underlying index is Greater or equal to 50% of its respective initial index value, which we refer to as the respective downgrade threshold level, the payment at maturity will be the declared principal amount and, if the final index value of each the underlying index is also Greater or equal to its respective coupon threshold, the corresponding conditional monthly coupon. If, however, the final value of the index of any the underlying index is less than respective downside threshold, investors will be fully exposed to the downside of the worst performing Underlying Index on a 1:1 basis and will receive a payment at maturity which is less than 50% of the declared principal amount of the securities and could be equal to zero. Accordingly, investors in the Securities must be prepared to accept the risk of losing all of their initial investment as well as the risk of not receiving contingent monthly coupons during the one-year term of the Securities. Since all payouts on the securities are based on the worst performance of the underlying indices, a decline beyond the respective Coupon Threshold Level or the respective Down Threshold Level, as the case may be, of any index under index will result in little or no contingent coupon payments or a significant loss of your investment, even if one or both of the other underlying indices have risen or not fallen as much. The securities are intended for investors who are willing to risk their principal based on the worst performance of the three underlying indices and are seeking an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly coupon on the entire 1 -year term, without the possibility of being recalled on the securities before the end of the initial non-redemption period of 3 months. Investors will not participate in any appreciation of an underlying index. The Securities 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 securities are not secured obligations and you will have no security interest in, or access to, any underlying asset or reference asset.

FINAL CONDITIONS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

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

Total principal amount:

$18,245,000

Principal amount indicated:

$1,000 per security

Issue price:

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

Pricing date:

June 24, 2022

Original issue date:

June 29, 2022 (3 business days after pricing date)

Due date:

June 30, 2023

Conditional monthly coupon:

A quota 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 coupon threshold level on the corresponding observation date. If payable, the Contingent Monthly Coupon will be a cash amount per Principal Amount shown equal to a yield of 8.15%. per year for each Interest Payment Period for each applicable Observation Date.

If on any Observation Date the Closing Value of an Underlying Index is below its respective Coupon Threshold, we will pay no Coupon for the applicable Monthly Period. It is possible for an Underlying Index to remain below its respective Coupon Threshold for long periods of time or even for the entire one-year life of the securities, so that you will receive little or no contingent Monthly Coupons .

Payment at maturity:

If the Securities have not been automatically redeemed prior to maturity, the Maturity Payment will be determined as follows:

If the final value of the index of each the underlying index is Greater or equal to its respective drop threshold, investors will receive the principal amount indicated and, if the final value of the index of each the underlying index is also Greater or equal to its respective coupon thresholdthe monthly coupon contingent on the final observation date.

If the final value of the index of any the underlying index is less than respective downgrade threshold, investors will receive (i) the principal amount indicated multiplied by (ii) the performance factor of the worst performing underlying index. In these circumstances, the payment at maturity will be less than 50% of the stated principal amount of the Securities and could be zero.

Terms 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 at pricing date:

$986.10 per title. See “Summary of Investments” beginning on page 3.

Commissions and issue price:

Public price(1)

Agent’s commissions and fees(2)

product to us(3)

By title

$1,000

$6.50

$993.50

Total

$18,245,000

$118,592.50

$18,126,407.50

(1)Securities will only be sold to investors who purchase the securities in fee-based advisory accounts.

(2)MS & Co. expects to sell all securities it purchases from us to an unaffiliated broker at a price of $993.50 per security, for subsequent sale to certain fee-based advisory accounts at a public price of $1,000 per security. title. MS & Co. will not receive any sales commission with respect to the securities. See “Additional Information Regarding the Distribution Plan; conflicts of interest.” For more information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for self-redeemable securities.

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

The Securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 12.

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.

The Securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrument, nor are they bonded to 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 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, depending on the context.

Proceeds supplement for self-redeemable securities as of November 16, 2020Index Supplement to November 16, 2020Prospectus of November 16, 2020

Share.

About Author

Comments are closed.