MORGAN STANLEY FWP Form Submitted by: MORGAN STANLEY

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

All securities payouts based on worst performing Russell 2000® Index, the S&P 500® Index and the NASDAQ-100 index®

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 Notes do not guarantee repayment of principal and do not provide for the regular payment of interest. Instead, the securities will pay a Contingent Monthly Coupon (as well as all Contingent Monthly Coupons for all previous monthly periods for which a Contingent Monthly Coupon has not been paid) but only if the closing value of the index of each from Russell 2000® index, the S&P500® Index and the NASDAQ-100 index® is at or above 70% 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 any the underlying index is less than his coupon threshold on any observation date, we will not pay any interest for the corresponding monthly 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 Monthly Repayment Determination Date, for the Prepayment Payment equal to the sum of the Principal Amount declared more the associated contingent monthly coupon and contingent monthly coupons with respect to any prior observation date for which a contingent monthly coupon has not been paid. 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 is Greater or equal to 50% of its respective initial index value, which we refer to as the respective downgrade threshold level, the payment at maturity will be the declared principal amount and, if the final index value of each the underlying index is also Greater or equal to its respective coupon threshold, the corresponding Conditional Monthly Coupon and any previously unpaid Conditional Monthly Coupon. If, however, the final value of the index of any the underlying index is less than respective downside threshold, investors will be fully exposed to the downside of the worst performing Underlying Index on a 1:1 basis and will receive a payment at maturity which is less than 50% of the declared principal amount of the securities and could be equal to zero. Accordingly, investors in the Securities should be prepared to accept the risk of losing their entire initial investment as well as the risk of not receiving any contingent Monthly Coupons during the 1.5 year life of the Securities. Since all payouts on the securities are based on the worst performance of the underlying indices, a decline beyond the respective Coupon Threshold Level or the respective Down Threshold Level, as the case may be, of any index under index will result in little or no contingent coupon payments or a significant loss of your investment, even if one or both of the other underlying indices have risen or not fallen as much. The securities are intended for investors who are prepared to risk their capital on the basis of the worst performance of the three underlying indices and who seek an opportunity to earn interest at a potentially higher than market rate in exchange for the risk of not receiving any monthly coupon on all 1.5 – one-year term, with no option to redeem securities before the end of the initial 6-month non-redemption period. Investors will not participate in any appreciation of an underlying index. 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.

SUMMARY TERMS

Transmitter :

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

Russell 2000® Index (the “RTY Index”), S&P 500® (the “SPX Index”) and the NASDAQ-100 Index® (the “NDX 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:

July 28, 2022

Original issue date:

August 2, 2022 (3 business days after pricing date)

Due date:

February 1, 2024

Conditional monthly 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 Monthly Coupon will be a cash amount per principal amount indicated corresponding to a return of at least 7.50%. per year (to be determined on the Pricing Date) for each Interest Payment Period for each applicable Observation Date.

If the Contingent Monthly Coupon is not paid on a Coupon Payment Date (because the Index Closing Value of any Underlying Index is below its respective Coupon Threshold on the corresponding Observation Date) , such unpaid conditional monthly coupon will be paid on a later coupon payment date but only if the closing value of the index of each the underlying index on the related observation date is Better than or equal at its respective coupon threshold. Any unpaid Conditional Monthly Coupon will be paid on the first subsequent Coupon Payment Date for which the Closing Index Value of each the index underlying the associated observation date is ggreater than or equal to its respective coupon threshold; providedhowever, in the event of such payment of a previously unpaid Contingent Monthly Coupon, no further interest shall accrue or be payable with respect to such unpaid Contingent Monthly Coupon from the end of the initial interest for this unpaid conditional monthly coupon. coupon.

You will not receive payment for any unpaid Contingent Monthly Coupons if the Index Closing Value of any Underlying Index is below its respective Coupon Threshold on each subsequent Observation Date. If the Index Closing Value of an Underlying Index is below its respective Coupon Threshold on each Observation Date, you will receive no Contingent Monthly Coupon for the full 1.5 year term of the Securities.

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 its respective drop threshold, investors will receive the principal amount indicated and, if the final value of the index of each the underlying index is also Greater or equal to its respective coupon thresholdthe monthly coupon conditional in relation to the final observation date and any previously unpaid conditional monthly coupons in relation to the previous observation dates.

If the final value of the index of any the underlying index is less than respective downgrade threshold, investors will receive (i) the principal amount indicated 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:

About $976.60 per title, or less than $35.00 of that estimate. See “Summary of Investments” 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

$

$

Total

$

$

$

(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 $ per security, for subsequent sale to certain fee-based advisory accounts at the 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 product supplement for self-redeemable securities.

(3)See “Product Use and Coverage” on page 33.

The Securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 15.

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 relevant 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, 2020 Index Supplement to November 16, 2020 Prospectus of November 16, 2020

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