MORGAN STANLEY FWP Form Submitted by: MORGAN STANLEY

Quota Self-redeemable securities with income cushion maturing May 1, 2024, with an initial non-redemption period of 6 months

All payouts on securities based on worst performing S&P 500® Index and Russell 2000® Hint

Fully and unconditionally guaranteed by Morgan Stanley

Securities at risk

The offered 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 securities do not provide for the regular payment of interest and offer a minimum payment at maturity of only 20% of the declared principal amount. Instead, the securities will pay a conditional quarterly coupon but only if the closing value of the index of each of the S&P 500® Hint and the Russell 2000® Hint is at or above 80% 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 Is the underlying index is less than his coupon threshold on any observation date, we will not pay any interest for the relevant quarterly period. In addition, beginning six 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 Quarterly Redemption Determination Date, for the Early Redemption Payment equal to the sum of the Declared Principal Amount plus the related contingent Quarterly 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 increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 20% of its respective initial index value, investors will receive the principal amount indicated and the related contingent quarterly coupon. If, however, the final value of the index of Is the underlying index has fallen by more than the 20% buffer amount from its respective initial index value, investors will lose 1% of principal for each 1% decline in the final index value of the underlying index. worst performing underlying index relative to its initial index value above the 20% buffer amount. In these circumstances, the payment at maturity will be less than the declared principal amount of the securities. As a result, investors in the securities should be prepared to accept the risk of losing up to 80% of their initial investment as well as the risk of not receiving any quarterly coupons during the 2 year term of the securities. Since all payments on the Securities are based on the worst performance of the Underlying Indices, a decline of more than 20% in either Underlying Indices will not result in any contingent Coupon payment or a loss of your investment, even if the other underlying index has appreciated. or has not decreased as much. The securities are intended for investors who are willing to risk their principal based on the worst performance of two underlying indices and are seeking an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no quarterly coupon on all 2 -duration of one year, without the possibility of redemption of the securities before the end of the initial period of non-redemption of 6 months. Investors will not participate in any appreciation of either of the underlying indices. 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.

SUMMARY TERMS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

S&P500® (the “SPX Index”) and Russell 2000® Index (the “RTY Index”)

Total principal amount:

$

Principal amount indicated:

$1,000 per security

Issue price:

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

Pricing date:

April 26, 2022

Original issue date:

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

Due date:

May 1, 2024

Conditional Quarterly 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 Quarterly Coupon will be a cash amount per declared principal amount corresponding to a return of at least 5.00%. per year for each Interest Payment Period for each applicable Observation Date. The actual Contingent Quarterly Coupon Rate will be determined on the Pricing Date.

If, on any Observation Date, the Closing Value of either Underlying Index is below its respective Coupon Threshold, we will pay no Coupon for the applicable quarterly period. It is possible that either of the Underlying Indices will remain below its respective Coupon Threshold for long periods of time or even for the entire 2 year term of the securities, so that you will receive little or no conditional quarterly 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 80% of its respective initial index value, which means that the final index value of each the Underlying Index has increased, remained unchanged or decreased by an amount less than or equal to the 20% Buffer Amount from its respective Initial Index Value:

the principal amount indicated and the quarterly coupon contingent on the final observation date

If the final value of the index of Is the underlying index is less than 80% of its respective initial index value, which means that the final index value of Is the underlying index has fallen by more than the 20% buffer amount from its respective initial index value:

$1,000+ [$1,000 x (index percent change of the worst performing underlying index + 20%)]

In these circumstances, the Maturity Payment will be less than the Stated Principal Amount of $1,000. However, the Securities will in no event pay less than the minimum payment at maturity of $200 per Security.

Minimum payment at maturity:

$200 per security (20% of stated capital)

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:

About $964.10 per title, or less than $35.00 of that estimate. See “Summary of Investments” beginning on page 3.

Commissions and issue price:

Public price

Agent’s commission (1)

product to us(2)

By title

$1,000

$

$

Total

$

$

$

(1)Selected brokers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $ for each security they sell. See “Additional Information Regarding the Distribution Plan; conflicts of interest.” For more information, see “Distribution Plan (Conflicts of Interest)” in the attached product supplement.

(2)See “Product Use and Coverage” on page 29.

The Securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 13.

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

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