callable Contingent income securities due February 22, 2024

Payouts on securities based on the worst performance of the NASDAQ-100 index®the Russell 2000® Index and 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 Securities have the terms described in the accompanying Prospectus 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 of NASDAQ-100 Index®the Russell 2000® Index and Dow Jones Industrial AverageSM on the corresponding observation date is at or above 70% of its respective initial index value, which we call the respective coupon barrier level. If the closing value of the index of any underlying index is below the Coupon Barrier Level for that Index on any Observation Date, we will pay no Coupon for the relevant Monthly Period. In addition, as of November 21, 2022, we will redeem the securities on any quarterly redemption date, for a redemption payment equal to the sum of the declared principal amount more any contingent Monthly Coupon otherwise due with respect to the relevant Observation Date, if and only if the exit from a Risk Neutral Pricing Model on a Business Day which is at least 2 but not more than 5 Business Days prior to such date redemption, based on the entries shown under “Call Function” below indicate that redemption on that date is economically rational for us compared to not redeeming on that date. Early redemption of the securities will not occur automatically based on the performance of the underlying indices. At maturity, if the securities have not been redeemed beforehand and if the final value of the index of each the underlying index is greater than or equal to 50% of the initial value of the respective index, which we refer to as the drawdown threshold, the payment at maturity will be the principal amount indicated and, if the final value of the Index of each Underlying Index is also greater than or equal to its respective Coupon Barrier Level, the related Conditional Monthly Coupon. If, however, the final value of the index of any the underlying index is below its downside threshold, investors will be exposed to the downside of the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity of less than 50% of the declared principal amount of the securities and could be nil. Consequently, IInvestors in the securities should be prepared to accept the risk of losing their entire initial investment based on the performance of any underlying index as well as the risk of not receiving monthly coupons over the life of 1.5 years of titles. Since payouts on the securities are based on the worst performance of the underlying indices, a decline beyond the respective Coupon Barrier Level and/or respective Downside Threshold Level, as the case may be, of any the underlying index will result in little or no contingent monthly coupons and/or a significant loss of your investment, as the case may be, even if the other underlying indices have risen or not fallen as much. Investors will not participate in any appreciation of any underlying index. The securities are intended for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest if any underlying index closes below the Coupon Barrier Level for that Index on the Observation Dates, and the risk of early redemption of the Securities based on the results of a risk-neutral pricing model. 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 otherwise have any access to, any underlying asset or reference asset.

FINAL CONDITIONS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

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

Total principal amount:

$498,000

Principal amount indicated:

$1,000 per security

Issue price:

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

Pricing date:

August 16, 2022

Original issue date:

August 19, 2022 (3 business days after pricing date)

Due date:

February 22, 2024

Call function:

Effective November 21, 2022, an early redemption, in whole but not in part, will occur on a redemption date if and only if the exit from a risk-neutral pricing model on a business day that is at least 2 but no more than 5 Business Days prior to such Redemption Date, as selected by the Calculation Agent (the “Determination Date”), taking as inputs: (i) the levels, volatilities and correlations of the prevailing reference market, as applicable and in each case on the determination date and (ii) Morgan Stanley’s credit spreads on the pricing date indicate that redemption on that date is economically rational for us by in relation to the non-redemption on this date. If we call the securities, we will notify you at least 2 business days before the call date specified in the notice. No further payments will be made on the securities once they have been redeemed.

Conditional monthly coupon:

If, on an observation date, the closing value of the index of each underlying index is Greater or equal to its respective Coupon Barrier Level, we will pay a Contingent Monthly Coupon at an annual rate of 7.80% (equivalent to approximately $6.50 per month per Security) on the related Contingent Coupon Payment Date.

If, on an observation date, the closing value of any underlying index is less than the Coupon Barrier Level for that Index, no Contingent Monthly Coupon will be paid in respect of that Observation Date. It is possible that one or more of the Underlying Indices will remain below the respective Coupon Barrier Level(s) for long periods of time or even throughout the life of the securities, such that you will receive little or no Monthly Coupons conditionals.

Payment at maturity:

If the Securities have not been previously redeemed, investors will receive on the Maturity Date a Maturity Payment determined as follows:

If the final value of the index of each the underlying index is Greater or equal to its respective Downside Barrier Level: the declared Principal Amount and, if the Final Index Value of each Underlying Index is also greater than or equal to its respective Coupon Barrier Level, the contingent Monthly Coupon in relation to the final observation date.

If the final value of the index of any the underlying index is less than its respective downgrade threshold level: (i) the declared principal amount 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:

$979.60 per title. See “Investment Overview” 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

$5

$995

Total

$498,000

$2,490

$495,510

(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 $995 per security, for subsequent sale to certain fee-based advisory accounts at a public price of $1,000 per security. 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 Prospectus Supplement.

(3)See “Product Use and Coverage” on page 32.

The Securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11.

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 Prospectus 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 Prospectus Supplement, Index Supplement and Prospectus, each of which is accessible via the hyperlinks below. Please also see “Additional Securities Terms” and “Additional Securities Information” at the end of this document.

References to “we”, “us” and “our” mean Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, depending on the context.

Prospectus supplement dated November 16, 2020     Index Supplement to November 16, 2020     Prospectus of November 16, 2020

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