Form 424B2 MORGAN STANLEY

Marlet-Bound notes due October 4, 2028
Based on the value of the Morgan Stanley ETF-MAP 2 index
Fully and unconditionally guaranteed by Morgan Stanley
The Notes are unsecured obligations of Morgan Stanley Finance LLC (âMSFLâ) and are fully and unconditionally guaranteed by Morgan Stanley. The Notes will not bear interest and will have the terms described in the accompanying supplement and product prospectus, as supplemented and amended by this document. At maturity, we will pay per Note the Indicated Principal Amount of $ 10 plus an additional Redemption Amount, if any, based on the value of the Underlying Index on the Determination Date. The Morgan Stanley ETF-MAP 2 Index employs a rules-based quantitative strategy, which uses modern principles of portfolio theory and the related concept of efficient frontier to attempt to maximize returns for a given level of risk, as described. in more detail below. The underlying index is made up of three sub-indices. The potential constituents of each sub-index are US-listed exchange-traded funds (ETFs), representing US and non-US stocks, fixed income, commodities and real estate, and the Morgan Stanley Two Year Treasury Index. Each sub-index is calculated on the basis of an excess return and, therefore, the respective level of each sub-index is determined by the weighted return of the optimized portfolio of the constituents of the index for that sub-index less the return. of an equivalent cash investment receiving the federal funds rate. Each sub-index is rebalanced once a month according to a predetermined schedule. Each sub-index is rebalanced using the same methodology, but at different times each month. Each monthly rebalancing of a sub-index is based on the index methodology, which seeks to determine the portfolio of assets that had the maximum historical return with an annualized volatility of 5% during the previous 63 business day period. There is also a daily adjustment of the allocation between the asset portfolio and the cash component depending on the overall volatility of the asset portfolio. A service cost of 0.50% per annum, calculated on a daily basis, is deducted when calculating the level of the index. For more information, see âUnderlying indexâ starting on page 12. An investment linked to the index involves risk. See âRisk Factors – There Are Risks Relating to the Indexâ starting on page 8. These long-term notes are suitable for investors who are concerned about primary risk but are seeking exposure to an index linked to the index. multiple assets, who are willing to accept that the target volatility characteristic of the underlying index may reduce upward performance in bull markets, and who are willing to forgo current income in exchange for return of capital at maturity plus the possibility of receiving an additional repayment amount, if applicable. The Notes are notes issued under MSFL’s Global Series A 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.
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SUMMARY TERMS |
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Transmitter : |
Morgan Stanley Finance LLC |
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Guarantor: |
Morgan stanley |
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Issue price: |
$ 10 per ticket (see âCommissions and Issue Pricesâ below) |
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Principal amount indicated: |
$ 10 per ticket |
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Total principal amount: |
$ |
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Pricing date: |
September 30, 2021 |
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Original issue date: |
October 5, 2021 (3 working days after the pricing date) |
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Due date: |
October 4, 2028 |
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The interest: |
Nothing |
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Underlying index: |
Morgan Stanley ETF-MAP 2 Index |
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Payment at maturity: |
The payment due at maturity per $ 10 of stated principal will be equal to: $ 10 + additional redemption amount, if applicable. The payment due at maturity will not be less than $ 10 per Note, regardless of the performance of the Underlying Index. |
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Amount of additional redemption: |
(i) $ 10 times (ii) the percentage change in the index times (iii) the participation rate, on condition that the amount of the additional redemption will not be less than $ 0. |
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Rate of participation : |
130% |
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Maximum payment at maturity: |
Nothing |
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Percentage change in the index: |
(final index value – initial index value) / initial index value |
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Initial index value: |
, which is the closing value of the index on the pricing date |
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Value of the final index: |
The closing value of the index on the determination date |
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Determination date: |
September 29, 2028, subject to postponement for non-indexed business days and certain market disruption events |
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CUSIP: |
61773E528 |
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IS IN: |
US61773E5289 |
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SEO: |
The Notes will not be listed on any stock exchange. |
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Agent: |
Morgan Stanley & Co. LLC (âMS & Co.â), a subsidiary of MSFL and a wholly owned subsidiary of Morgan Stanley. See âAdditional Information Regarding the Distribution Plan; conflicts of interest. “ |
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Estimated value on the date of the prize: |
About $ 9.475 per ticket, or less than $ 0.55 of that estimate. See âSummary of Investmentsâ starting on page 2. |
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Commissions and issue price: |
Public Prize |
Agent fees and commissions |
Comes back to us(3) |
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By rating |
$ 10 |
$ 0.30(1) |
$ 9.65 |
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$ 0.05(2) |
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Total |
$ |
$ |
$ |
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(1)Selected Brokers, including Morgan Stanley Wealth Management (a subsidiary of the Agent), and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $ 0.30 for each Note that they sell. See âAdditional Information Regarding the Distribution Plan; conflicts of interest. âFor more information, seeâ Distribution Plan (Conflicts of Interest) âin the accompanying Product Supplement for Equity Linked Notes.
(2)Reflects a structuring commission payable to Morgan Stanley Wealth Management by the Agent or its affiliates of $ 0.05 for each Note.
(3)See “Product Use and Coverage” on page 20.
The Notes involve risks that are not associated with an investment in ordinary debt securities. See âRisk factorsâ starting on page 6.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these ratings, nor have they determined whether this document or the supplement and accompanying product prospectus are true or complete. Any statement to the contrary is a criminal offense.
The Notes 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 along with the product supplement and prospectus, each accessible via the hyperlinks below. Please also see âAdditional Ticket Conditionsâ and âAdditional Ticket Informationâ at the end of this document.
As used in this document, âweâ, âusâ and âourâ refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product supplement for equity linked notes dated November 16, 2020 Dated prospectus November 16, 2020