FWP Morgan Stanley Finance Form Provided by: Morgan Stanley Finance LLC

FWP Morgan Stanley Finance Form Provided by: Morgan Stanley Finance LLC

Hedging-related costs that are included in the original issue price are borne by you, and because secondary market prices will reflect secondary market credit spreads and the bid-ask spreads that any trader might charge in a secondary market transaction of that type also as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the Notes in the original issue price and the lower price we are willing to pay as issuer makes the economic terms of the Notes less favorable to you than they would otherwise be.

However, because the costs associated with issuing, selling, structuring and hedging the Notes are not fully deductible upon issuance, for up to 6 months after the date of issuance, to the extent MS & Co. may The purchase or sale of securities in the secondary market, in the absence of changes in market conditions, including those relating to the underlying index, and our secondary market credit spreads, will be done so at values ​​higher than the estimated value, and we expect that those higher values ​​will also be reflected in Your brokerage account data.

The estimated value of the Notes is determined by reference to our pricing and valuation models, which may differ from those of other traders and does not represent the maximum or minimum secondary market price. These pricing and valuation models are proprietary and are based in part on subjective views of certain market inputs and certain assumptions about future events, which may prove incorrect. As a result, because there is no standard market method for valuing these types of securities, our models may yield a higher estimated value for the securities than those generated by others, including other market participants, if they attempt to value the securities. In addition, the estimated value on the quote date does not represent the minimum or maximum price at which dealers, including MS & Co, would be willing to purchase your Notes in the secondary market (if any) at any given time. The value of your Notes at any time after the date of this document will vary based on many factors that cannot be accurately predicted, including our creditworthiness and changes in market conditions. See also “The market price of notes will be affected by many unpredictable factors” above.

Investing in notes is not equivalent to investing in the underlying index. Investing in securities is not equivalent to investing in the underlying index or its constituent stocks. As an investor in the Bonds, you will not have voting rights, rights to receive dividends or other distributions, or any other rights with respect to the shares constituting the Underlying Index. See “Default Payment of Securities” above.

The Notes will not be listed on any securities exchange and secondary trading may be limited. The bonds will not be listed on any stock exchange. Therefore, there may be little or no secondary market for the notes. MS & Co. may, but is not obligated to, market securities and, if it once elects to make a market, may cease doing so at any time. When it creates a market, it will generally do so for routine secondary market volume transactions at prices based on its estimate of the current value of the securities, taking into account the bid/offer spread, our credit spreads, market volatility, the theoretical size of the proposed sale, and the cost of unwinding any Relevant hedging positions, the time remaining until maturity, and the likelihood that he will be able to resell the bonds. Even if there is a secondary market, it may not provide sufficient liquidity to allow you to trade or sell securities easily. Because brokers and other dealers may not be heavily involved 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, that MS & Co. is willing to trade. In dealing with it. If, at any time, MS & Co. ceases to conduct a market for the securities, there will likely be no secondary market for the securities. Accordingly, you should be prepared to hold on to your notes until the due date.

The Account Agent, an affiliate of Morgan Stanley and an affiliate of MSFL, will make decisions regarding the Notes. As the calculation agent, MS & Co will determine the initial index value and final index value, and will calculate the amount of cash you will receive at maturity. Furthermore, certain decisions made by MS & Co., as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events, the selection of an index successor, or the calculation of an index closing value in The stop state of the primary indicator. These potential self-determinations may negatively impact payment to you at maturity. For more information regarding these types of determinations, see “Description of Equity-Linked Securities—Additional Redemption Amount,” “—Register and Accounts,” “—Alternate Exchange Account in the Event of a Default Event” and “—Stop Payment” Any Indicator Basic; “Change Calculation Method” in the Product Supplement accompanying Equity Linked Bonds. In addition, MS & Co. Determine the estimated value of the bonds on the pricing date.

Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the Notes. One or more of our affiliates and/or third party dealers expects to perform hedging activities in relation to securities (and other instruments linked to the Underlying Index or its constituent stocks), including trading in the stocks constituting the Underlying Index as well as in other instruments related to the Underlying Index. As a result, these entities may unwind or modify hedging positions over the life of the notes, and the hedging strategy may involve larger and more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our subsidiaries also trade the stocks constituting the Underlying Index and other financial instruments related to the Underlying Index on a regular basis as part of their general brokerage and other businesses. Any such hedging or trading activities on or prior to the pricing date would likely increase the initial index value and, therefore, could increase the value at or above which the underlying index should close on the determination date.

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