Form 424B2 MORGAN STANLEY

Callable Conditional income securities maturing June 13, 2023

MSCI EAFE Worst Performance Payments on Securities® Index, the iShares® ETF MSCI Brazil and the S&P 500® Index

Fully and unconditionally guaranteed by Morgan Stanley

Risk capital securities

The securities offered 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 accompanying Prospectus Supplement, Index Supplement and 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 level of each of MSCI EAEO® Index, the iShares® ETF MSCI Brazil and the S&P 500® Index on the corresponding observation date is at or above 65% of their respective initial level, which we call the respective Coupon Barrier Level. If the closing level from any underlying is below the Coupon Barrier Level for that Underlying on any Observation Date, we will not pay any Coupons for the relevant quarterly period. In addition, as of December 13, 2021, we will redeem the securities on any quarterly redemption date for a redemption payment equal to the sum of the principal amount declared plus any quarterly coupon otherwise due on the related observation date, if and only if the exit from a risk neutral valuation model on a business day that is at least 2 but not more than 5 working days before that repayment date, based on the data shown under “Call functionality” below, indicates that repayment on that date is economically rational for us compared to the fact not to reimburse by this date. An early redemption of the securities will not automatically take place depending on the performance of the underlyings. At maturity, if the securities have not been redeemed beforehand and the final level of each Underlying is greater than or equal to 65% of the respective Initial Level, which we refer to as the respective Downside Threshold Level, the Payment at Maturity will be the Principal Amount declared and the corresponding Quarterly Coupon, if any. If, however, the final level of any Underlying is below its downside threshold level, investors will be exposed to the downside of the worst performing underlying on a 1 to 1 basis and will receive a payment at maturity of less than 65% of the amount in principal declared titles and could be zero. Therefore, IInvestors in the securities should be prepared to accept the risk of losing their entire initial investment depending on the performance of any underlying and also the risk of not receiving quarterly coupons during the entire 2-year term of the securities. . Since the payments on the securities are based on the worst performing underlyings, a fall beyond the respective Coupon Barrier Level and / or the respective Fall Threshold level, if applicable, will any the underlying will result in little or no quota quarterly coupons and / or a significant loss of your investment, if any, even if the other underlyings have appreciated or have not fallen as much. Investors will not participate in any appreciation of an underlying. 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 receiving no quarterly interest if all underlying Closing below the Coupon Barrier Level for that Underlying on the Observation Dates, and the risk of early redemption of the securities based on exiting a risk neutral valuation model. 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 obligations and you will not have any security in, or otherwise have access to, any underlying asset or reference asset.

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan stanley

Underlyings:

MSCI EAEO® Index (the “MXEA Index”), iShares® MSCI Brazil ETF (the “EWZ Shares”) and S&P 500® Index (the “SPX Index”). We each refer to the MXEA Index and the SPX Index as an Underlying Index.

Total amount of capital:

$

Principal amount indicated:

$ 1,000 per title

Issue price:

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

Pricing date:

June 8, 2021

Original issue date:

June 11, 2021 (3 working days after the pricing date)

Due date:

June 13, 2023

Call function:

As of December 13, 2021, an early redemption, in whole but not in part, will occur on a redemption date if and only if the exit from a risk neutral valuation model on a business day that is at least 2 but no more than 5 business days before that redemption date, as selected by the Calculation Agent (the “Determination Date”), taking as input data: (i) benchmark market levels, volatilities and the correlations in effect, if any and in each case on the Determination Date and (ii) Morgan Stanley’s credit spreads on the pricing date indicate that a repayment on that date is economically rational to us in relation to a non-reimbursement on that date. If we call the securities, we will give you notice at least 2 business days before the call date indicated in the notice. No further payment will be made on the securities once they have been redeemed.

Conditional Quarterly Coupon:

If on any observation date, the closing level of each underlying is Greater or equal to its respective Coupon Barrier Level, we will pay a conditional quarterly Coupon at an annual rate of at least 10.10% (corresponding to approximately $ 25.25 per quarter per security, to be determined on the pricing date) on the payment date of the corresponding conditional coupon.

If, on an observation date, the closing level from any underlying is less than the coupon barrier level for that underlying, no conditional quarterly coupon will be paid in relation to that observation date. It is possible that one or more Underlyings may remain below the respective Coupon Barrier Level (s) for long periods of time or even throughout the duration of the securities, so that you will receive little or no Contingent Quarterly Coupons. .

Payment at maturity:

If the securities have not been previously redeemed, investors will receive on the due date a payment at maturity determined as follows:

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

If the final level of any underlying is less than its respective threshold level: (i) the principal amount declared multiplied by (ii) the performance factor of the worst performing underlying. In these circumstances, payment at maturity will be less than 65% 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:

About $ 952.00 per title, or less than $ 25 of that estimate. See “Investment overview” starting on page 3.

Commissions and issue price:

Public Prize

Agent’s commissions(1)

Comes back to us(2)

By title

$ 1,000

$ 17.50

$ 982.50

Total

$

$

$

(1)The selected brokers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $ 17.50 for each security they sell. See “Additional Information Regarding the Distribution Plan; conflicts of interest. ”For more information, see“ Investment Plan (Conflicts of Interest) ”in the accompanying prospectus supplement.

(2)See “Product Use and Coverage” on page 36.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk factors” starting on page 12.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, nor have they determined whether this document or the accompanying Prospectus 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 Prospectus 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.

References to “we”, “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Prospectus supplement dated November 16, 2020 Index supplement dated November 16, 2020 In addition to this, you need to know more about it.Prospectus of November 16, 2020

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