MORGAN STANLEY — Capital/Financing Update 2021

Oct 7, 2021

3 -Year Worst-Of AMZN, TSLA, NFLX and ZM Contingent Income Auto-Callable Securities

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying pricing supplement referenced below, product supplement and prospectus, and the “Risk Considerations” on the following page, in connection with an investment decision.

Terms
Issuing Entity:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Underlyings:	Amazon.com, Inc. common stock (AMZN), Tesla, Inc. common stock (TSLA), Netflix, Inc. common stock (NFLX) and Zoom Video Communications, Inc. class A common stock (ZM)
Initial share price:	With respect to the AMZN Stock, $3,262.13, which is its closing price on the pricing date With respect to the TSLA Stock, $811.66, which is its closing price on the pricing date With respect to the NFLX Stock, $557.59, which is its closing price on the pricing date With respect to the ZM Stock, $432.77, which is its closing price on the pricing date
Early redemption:	Beginning after three months, if the determination closing price of each underlying stock is greater than or equal to its respective call threshold level on any monthly redemption determination date, the securities will be automatically redeemed
Call threshold level:	With respect to the AMZN Stock, $3,262.13, which is equal to 100% of its initial share price With respect to the TSLA Stock, $811.66, which is equal to 100% of its initial share price With respect to the NFLX Stock, $557.59, which is equal to 100% of its initial share price With respect to the ZM Stock, $432.77, which is equal to 100% of its initial share price
Downside threshold level:	With respect to the AMZN Stock, $1,631.065, which is equal to 50% of its initial share price With respect to the TSLA Stock, $405.83, which is equal to 50% of its initial share price With respect to the NFLX Stock, $278.795, which is equal to 50% of its initial share price With respect to the ZM Stock, $216.385, which is equal to 50% of its initial share price
Contingent monthly coupon:	31.50% per annum
Coupon payment dates:	Monthly
Redemption determination dates:	Starting after three months, monthly
Pricing date:	February 11, 2021
Final observation date:	February 12, 2024
Maturity date:	February 15, 2024
CUSIP:	61771E5N4
Pricing supplement:	https://www.sec.gov/Archives/edgar/data/895421/000183988221002123/ms737_4 24b2-01607.htm
1 All payments are subject to our credit risk

Hypothetical Payout at Maturity 1 (if the securities have not been previously redeemed)
Change in Worst Performing Underlying	Payment at Maturity (excluding any coupon payable at maturity)
+40%	$1,000.00
+30%	$1,000.00
+20%	$1,000.00
+10%	$1,000.00
0%	$1,000.00
-10%	$1,000.00
-20%	$1,000.00
-30%	$1,000.00
-40%	$1,000.00
-50%	$1,000.00
-51%	$490.00
-60%	$400.00
-70%	$300.00
-80%	$200.00
-90%	$100.00
-100%	$0

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. You should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837 .

Underlying Stocks

For more information about the underlying stocks, including historical performance information, see the accompanying pricing supplement.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying pricing supplement. Please review those risk factors carefully in connection with an investment decision.

Risks Relating to an Investment in the Securities

[if IE]<![endif] ● [if IE]<![endif] The securities do not guarantee the return of any principal.

[if IE]<![endif] ● [if IE]<![endif] The securities do not provide for the regular payment of interest and may pay no interest over the entire term of the securities.

[if IE]<![endif] ● [if IE]<![endif] The contingent coupon, if any, is based only on the determination closing prices of the underlying stocks on the related monthly observation date at the end of the related interest period.

[if IE]<![endif] ● [if IE]<![endif] Investors will not participate in any appreciation in the price of any underlying stock.

[if IE]<![endif] ● [if IE]<![endif] The market price will be influenced by many unpredictable factors.

[if IE]<![endif] ● [if IE]<![endif] The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities.

[if IE]<![endif] ● [if IE]<![endif] As a finance subsidiary, MSFL has no independent operations and will have no independent assets.

[if IE]<![endif] ● [if IE]<![endif] The estimated value of the securities is approximately $968.50 per security and is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price.

[if IE]<![endif] ● [if IE]<![endif] Reinvestment risk.

[if IE]<![endif] ● [if IE]<![endif] Investing in the securities is not equivalent to investing in the common stock of Amazon.com, Inc., the common stock of Tesla, Inc., the common stock of Netflix, Inc. or the class A common stock of Zoom Video Communications, Inc.

[if IE]<![endif] ● [if IE]<![endif] The securities will not be listed on any securities exchange and secondary trading may be limited, and accordingly, you should be willing to hold your securities for the entire 3-year term of the securities.

[if IE]<![endif] ● [if IE]<![endif] The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices.

[if IE]<![endif] ● [if IE]<![endif] Hedging and trading activity by our affiliates could potentially affect the value of the securities.

[if IE]<![endif] ● [if IE]<![endif] The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.

[if IE]<![endif] ● [if IE]<![endif] The U.S. federal income tax consequences of an investment in the securities are uncertain.

Risks Relating to the Underlying Stocks

[if IE]<![endif] ● [if IE]<![endif] You are exposed to the price risk of all of the underlying stocks, with respect to both the contingent monthly coupons, if any, and the payment at maturity, if any.

[if IE]<![endif] ● [if IE]<![endif] No affiliation with Amazon.com, Inc., Tesla, Inc., Netflix, Inc. or Zoom Video Communications, Inc.

[if IE]<![endif] ● [if IE]<![endif] We may engage in business with or involving Amazon.com, Inc., Tesla, Inc., Netflix, Inc. or Zoom Video Communications, Inc. without regard to your interests.

[if IE]<![endif] ● [if IE]<![endif] The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks.

Tax Considerations

You should review carefully the discussion in the accompanying pricing supplement under the caption “Additional Information About the Securities–Tax considerations” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.