Form 424B2 MORGAN STANLEY

Quota Securities redeemable automatically on income maturing September 28, 2023, with an initial non-call period of one year

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

Fully and unconditionally guaranteed by Morgan Stanley

Risk capital securities

The Securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the Product Supplement, Index Supplement and the accompanying prospectus, as supplemented or modified by this document. The securities do not guarantee repayment of principal and do not provide for the regular payment of interest. Instead, the securities will pay a conditional quarterly coupon but only if the closing value of the index of each of the the Russell 2000® Index and the S&P 500® The clue is at or above its coupon barrier level of 70% of the value of its respective initial index on the corresponding observation date. If, however, the closing value of the index of That is the Underlying Index is below its Coupon Barrier Level on any Observation Date, we will not pay any interest for the relevant quarterly period. In addition, the securities will be automatically redeemed if the closing value of the index of each the underlying index is greater than or equal to its respective initial index value on any quarterly redemption determination date (starting one year after the original issue date) for the prepayment payment equal to the sum of the amount declared principal more the corresponding conditional quarterly coupon. At maturity If the securities have not been redeemed beforehand and the final value of the index of each underlying index is greater than or equal to its cut-off level of 70% of the initial value of the respective index, the payment at maturity will correspond to the principal amount indicated and the corresponding quarterly coupon, if any. If, however, the final index value of That is the underlying index is below its threshold level on the downside, investors will be fully exposed to the downside of the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity less than 70% of the stated principal amount of the securities and could be zero. Therefore, IInvestors in the Securities should be prepared to accept the risk of losing their entire initial investment as well as the risk of not receiving conditional quarterly coupons during the 2-year term of the Securities. Since all payments on the securities are based on the worst performing Underlying Indices, a fall beyond the respective Coupon Barrier Level or the respective Fall Threshold Level, as applicable, of either Either of the Underlying Indices will result in little or no Contingent Coupon Payments or a loss of your investment, even though the other Underlying Index has appreciated or not fallen as much. 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 not receiving any quarterly coupon for the entire 2-year term. Investors will not participate in any appreciation of any of the Underlying Indices. The Securities are notes issued under the MSFL Series A Global 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 bonds and you will have no security in, or have no access to, one or more of the underlying reference assets.

FINAL CONDITIONS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan stanley

Underlying indices:

Russel 2000® Index (the “RTY Index”) and S&P 500® Index (the “SPX Index”)

Total amount of capital:

$ 930,000

Principal amount indicated:

$ 1,000 per title

Issue price:

$ 1,000 per title

Pricing date:

September 24, 2021

Original issue date:

September 29, 2021 (3 working days after the pricing date)

Due date:

September 28, 2023

Prepayment :

The securities are only automatically prepaid one year after the initial issue date. After this initial one-year non-call period, if, on any redemption determination date, beginning September 26, 2022, the closing value of each Underlying Index is Greater or equal to its respective initial index value, the securities will be automatically redeemed against early redemption on the corresponding early redemption date. No further payment will be made on the securities once they have been redeemed.

Securities will not be redeemed early on an early redemption date if the closing value of any of the underlying indices is lower than the respective initial index value of that underlying index on the date of determination of the corresponding reimbursement.

Prepayment payment:

The prepayment payment will be an amount equal to (i) the principal amount shown for each security you hold more (ii) the conditional quarterly coupon with respect to the corresponding observation date.

Conditional Quarterly Coupon:

A quota coupon at the annual rate of 6.45% (corresponding to approximately $ 16,125 per quarter per title) will be paid on the securities on each coupon payment date but only if the closing value of the index of each underlying index is equal to or greater than its respective Coupon Barrier Level on the relevant Observation Date.

If, on an Observation Date, the Closing Value of any of the Underlying Indices is below the respective Coupon Barrier Level for that Underlying Index, we will not pay any Coupons for the applicable Quarterly Period. It is possible that one or both of the Underlying Indices may remain below their respective Coupon Barrier Levels for long periods of time or even for the full 2 ​​year term of the securities, so you will receive little or no conditional quarterly coupons.

Payment at maturity:

If the final value of the index of each the underlying index is Greater or equal to its respective fall threshold level: the principal amount declared and the conditional quarterly coupon with respect to the final observation date

If the final value of the index of That is the underlying index is less than its respective threshold level: (i) the principal amount declared multiplied by (ii) the performance factor of the worst performing underlying index. In these circumstances, payment at maturity will be less than 70% of the stated principal amount of the securities and could be zero.

Conditions 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 on the date of the prize:

$ 976.10 per title. See “Summary of Investments” starting on page 3.

Commissions and issue price:

Public Prize(1)

Agent fees and commissions(2)

Comes back to us(3)

By title

$ 1,000

$ 5

$ 995

Total

$ 930,000

$ 4,650

$ 925,350

(1)The Securities will be sold only to investors who purchase the Securities through commission-based advisory accounts.

(2)MS & Co. plans to sell all securities it purchases from us to an unaffiliated brokerage dealer at a price of $ 995 per security, for resale to certain fee-based advisory accounts at the public price of $ 1,000 per security. MS & Co. will not receive any sales commission on the securities. See “Additional Information Regarding the Distribution Plan; conflicts of interest. ”For more information, see“ Distribution plan (conflicts of interest) ”in the accompanying product supplement.

(3)See “Product Use and Coverage” on page 27.

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

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, nor have they determined whether this document or the accompanying product supplement, index supplement and prospectus are true or complete. Any statement to the contrary is a criminal offense.

The securities 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 together with the related Product Supplement, Index Supplement and Prospectus, each accessible through 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, as the context requires.

Product supplement for automatically redeemable securities dated November 16 2020 Index supplement dated November 16 2020

Flyer of November 16 2020


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