Investing in the buffered securities is not equivalent to investing in the underlying index. Investing in the Buffered Securities is not equivalent to investing in the Underlying Index or its constituent stocks. As an investor in the Buffered Securities, you will not have any voting rights or any right to receive any dividends or other distributions or any other rights with respect to the stocks which constitute the underlying index.

The rate we are willing to pay for securities of this type, maturity and issue size is likely to be lower than the rate implied by our secondary market credit spreads and beneficial to us. The lower rate and the inclusion of the costs associated with the issuance, sale, structuring and hedging of the buffered securities in the initial issue price reduce the economic terms of the buffered securities, ensure that the value estimated buffered securities will be lower than the initial issue price and will adversely affect secondary market prices. Assuming market conditions or other relevant factors do not change, the prices, if any, at which brokers, including MS & Co., might be willing to purchase the buffered securities in market transactions secondary will likely be significantly lower than the original issue price. , because secondary market prices will exclude issue, selling, structuring and hedging costs which are included in the initial issue price and which you bear and because secondary market prices will reflect our credit spreads in the secondary market and the bid-ask spread which any broker would charge for such a transaction in the secondary market as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the buffered securities in the initial issue price and the lower rate we are willing to pay as the issuer makes the economics of the buffered securities less favorable to you than they otherwise would be.

However, since the costs associated with the issue, sale, structuring and hedging of the Buffer Notes are not fully deducted upon issue, for a period of up to 6 months from the date of issue, to the extent that MS & Co. may buy or sell the Buffered Securities in the secondary market, absent changes in market conditions, including those relating to the underlying index, and to our credit spreads in the secondary market, it would do so on the basis of values ​​higher than the estimated value, and we expect that these higher values ​​also appear on your brokerage account statements.

The estimated value of buffered securities is determined by reference to our pricing and valuation models, which may differ from those of other brokers and do not constitute a maximum or minimum secondary market price. These pricing and valuation models are proprietary and based in part on subjective opinions of certain market data and certain assumptions regarding future events, which may prove to be incorrect. Therefore, since there is no market-standard way to value these types of securities, our models may yield a higher estimated value of buffered securities than that generated by others, including other brokers. in the market, if they attempt to value the Buffered Securities. Further, the estimated value on the date of pricing does not represent a minimum or maximum price at which brokers, including MS & Co., would be willing to purchase your buffered securities in the secondary market (if any) at any time. The value of your buffered securities at any time after the date of this document will vary based on many factors which cannot be precisely predicted, including our creditworthiness and changes in market conditions. See also “The Market Price of Buffered Securities Will Be Affected by Many Unpredictable Factors” above.

The buffered securities will not be listed on any stock exchange and secondary trading may be limited. The stamped securities will not be listed on any stock exchange. Therefore, there may be little or no secondary market for buffered securities. MS & Co. may, but is not obligated to, make a market for Buffered Securities and, if it once elects to make a market, may cease doing so at any time. When it creates 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 buffered securities, taking into account its bid/ask spread, our spreads credit, 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 it will be able to resell the buffered securities . Even if there is a secondary market, it may not provide enough liquidity for you to easily trade or sell the buffered securities. Since other brokers may not participate significantly in the secondary market for buffered securities, the price at which you will be able to trade your buffered securities will likely depend on the price, if any, at which MS & Co. is willing to trade . If at any time MS & Co. were to cease making a market for the buffered securities, it is likely that there would be no secondary market for the buffered securities. Therefore, you should be prepared to hold your buffered securities until they mature.

The Calculation Agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations regarding buffered securities. As Calculation Agent, MS & Co. will determine the Initial Index Value and the Final Index Value, and calculate the amount of cash you will receive at maturity. In addition, certain decisions made by MS & Co., in its capacity as Calculation Agent, may require it to exercise its discretion and make subjective judgments, for example with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor to the index or the calculation of the final value of the index in the event of market disruption or discontinuation of the underlying index. These potentially subjective determinations may adversely affect the payment made to you at maturity. For further information regarding these types of determinations, see “Description of the Securities – Postponement of Valuation Date(s)” and “– Calculation Agent and Calculations”.

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