MORGAN STANLEY FWP Form Submitted by: MORGAN STANLEY

Risk factors

This section describes the material risks associated with the securities. For a more in-depth discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying Product Supplement, Index Supplement and Prospectus. You should also consult your investment, legal, tax, accounting and other advisors in connection with your investment in the Securities.

Risks associated with investing in securities

The securities do not pay interest and do not guarantee repayment of principal. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and do not guarantee payment of principal at maturity. At maturity, you will receive for each $1,000 of stated principal amount of securities you hold a cash amount based on the Final Index Value of each Underlying Index. If the final value of the index of any the underlying index is less than 70% of its respective initial index value, you will not receive the upside payment and instead will receive at maturity a cash amount significantly less than the stated principal of $1,000 of each security by an amount proportional to the full decline in the final index value of the worst performing underlying index from its respective initial index value during the term of the securities, and you will lose a portion significant or all of your investment. There is no minimum payment at maturity on the securities and therefore you could lose all of your investment.

The amount payable on the securities is not linked to the values ​​of the underlying indices at any time other than on the valuation date. The Final Index Values ​​will be the Closing Index Values ​​on the Valuation Date, subject to postponement for Non-Index Business Days and certain Market Disruption Events. Even if the value of the worst performing Underlying Index rises before the Valuation Date but then falls on the Valuation Date, the Maturity Payment may be significantly less than it would have been. been if the payment at maturity had been linked to the value of the worst performing index. performing underlying index before this decline. Although the actual value of the worst performing Underlying Index on the indicated Maturity Date or at other times during the term of the Securities may be greater than its respective Ending Index Value, payment at the Maturity will be based solely on the closing value of the worst performing Underlying Index on the Valuation Date.

The securities will not be listed on any stock exchange and secondary trading may be limited. The Securities will not be listed on any stock exchange. Accordingly, there may be little or no secondary market for the securities. Morgan Stanley & Co. LLC, which we refer to as MS & Co., may, but is not obligated to, make a market in the Securities and, if it ever elects to make a market, may cease to do so at any time. When it makes a market, it generally does so for trades of common size in the secondary market at prices based on its estimate of the current value of the securities, taking into account its bid/ask spread, our credit spreads , market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging position, the time remaining to expiration and the likelihood that he will be able to resell the securities . Even if there is a secondary market, it may not provide enough liquidity for you to trade or sell the securities easily. Because other brokers may not participate significantly in the secondary market for securities, the price at which you will be able to trade your securities will likely depend on the price, if any, at which MS & Co. is willing to transact. . If at any time MS & Co. were to cease making a market for the Securities, it is likely that there would be no secondary market for the Securities. Accordingly, you should be prepared to hold your securities until maturity.

The market price of securities can be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to buy or sell the securities in the secondary market, including:

the values ​​of the underlying indices at any time (including relative to their initial index values),

the volatility (frequency and magnitude of changes in value) of the underlying indices,

the dividend rates on the securities underlying the underlying indices,

market interest and yield rates,

geopolitical conditions and economic, financial, political, regulatory or judicial events which affect the stocks comprising the underlying indices or the securities markets in general and which may affect the value of the underlying indices,

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