MS Morgan Stanley

December 2021

Preliminary Terms No. 3,311

Registration Statement Nos. 333-250103; 333-250103-01

Dated December 1, 2021

Filed pursuant to Rule 433

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Class A Common Stock of DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee the repayment of any principal at maturity and have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this document. Beginning after one year, the securities will be automatically redeemed if the closing price of each of the common stock of ChargePoint Holdings, Inc., the class A common stock of DoorDash, Inc., the common stock of Plug Power Inc. and the class A common stock of Peloton Interactive, Inc., which we refer to collectively as the underlying stocks (each multiplied by its respective then-current adjustment factor) on any of the semi-annual determination dates is greater than or equal to 85% of its respective initial share price, which we refer to as its respective call threshold level, for an early redemption payment that will increase over the term of the securities and that will correspond to a per annum return of approximately 50.00%. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final share price of each underlying stock is greater than or equal to its respective call threshold level, investors will receive a payment at maturity per $1,000 security that reflects a per annum return of approximately 50.00%. If the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than its respective initial share price but the final share price of each underlying stock is greater than or equal to 50% of its respective initial share price, which we refer to as the respective downside threshold level, investors will receive the stated principal amount of their investment. However, if the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying stock from its initial share price on a 1-to-1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment. Because all payments on the securities are based on the worst performing of the underlying stocks, a decline beyond the respective downside threshold level of any underlying stock will result in a significant loss of your investment, even if the other underlying stocks have appreciated or have not declined as much. The securities are for investors who are willing to risk their principal based on the worst performing of four underlying stocks and forego current income and participation in the appreciation of the underlying stocks in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if each of the underlying stocks close at or above its respective initial share price on a semi-annual determination date and the limited protection against loss that applies only if the final share price of each underlying stock is greater than or equal to the respective downside threshold level. Investors will not participate in any appreciation of any underlying stock. The securities are issued as part of MSFL’s Series A Global Medium-Term Notes 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 not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

(1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.

(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $ per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.

(3)See “Use of proceeds and hedging” on page 28.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement and prospectus is truthful or complete. Any representation 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 governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” 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, as the context requires.

Product Supplement for Auto-Callable Securities dated November 16, 2020   Prospectus dated November 16, 2020

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Terms continued from previous page:

December 2021 Page 2

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Investment Summary

Auto-Callable Securities

Principal at Risk Securities

The Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Class A Common Stock of DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc. (the “securities”) do not provide for the regular payment of interest and do not guarantee any repayment of the stated principal amount at maturity. Instead, the securities will be automatically redeemed if the closing price of each underlying stock (multiplied by its respective then-current adjustment factor) on any of the determination dates is greater than or equal to its respective call threshold level, for an early redemption payment that will increase over the term of the securities and that will correspond to a per annum return of approximately 50.00%, as described below. At maturity, if the securities have not previously been redeemed and the final share price of each underlying index is greater than or equal to its respective call threshold level, investors will receive a payment at maturity per $1,000 security that reflects a per annum return of approximately 50.00%. If the securities have not previously been redeemed and the final share price of any underlying stock is less than its respective call threshold level but the final share price of each underlying stock is greater than or equal to its respective downside threshold level, which is 50% of the respective initial share price, investors will receive the stated principal of $1,000. However, if the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying stock from its initial share price on a 1-to-1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment.

December 2021 Page 3

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

December 2021 Page 4

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security on the pricing date will be approximately $884.40, or within $34.40 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying stocks. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the early redemption payment amounts, the call threshold levels and the downside threshold levels, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlying stocks, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying stocks, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time.

December 2021 Page 5

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Key Investment Rationale

The securities do not provide for the regular payment of interest. Instead, beginning after one year, the securities will be automatically redeemed for an early redemption amount corresponding to a return of approximately 50.00% per annum if the closing price of each of the underlying stocks (multiplied by its respective then-current adjustment factor) on any of the semi-annual determination dates is greater than or equal to its respective call threshold level.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity and the payment at maturity may be significantly less than the stated principal amount of the securities and may be zero.

December 2021 Page 6

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be determined by reference to the closing price of each underlying stock on each of the semi-annual determination dates (beginning after one year), and the payment at maturity (if the securities are not redeemed prior to maturity) will be determined by reference to the final share price of each underlying stock on the final determination date. The actual initial share prices, call threshold levels and downside threshold levels will be determined on the pricing date. Some numbers appearing in the examples below may have been rounded for ease of analysis. All payments on the securities are subject to our credit risk. The below examples assume that there are no adjustments to the adjustment factors and are based on the following terms:

December 2021 Page 7

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Automatic Call:

Example 1 — the securities are redeemed following the second determination date

In this example, on the first determination date, the closing prices of three of the underlying stocks are at or above their respective call threshold levels, but the closing price of the other underlying stock is below its respective call threshold level. Therefore, the securities are not redeemed. On the second determination date, the closing prices of all four underlying stocks are at or above their respective call threshold levels. Therefore, the securities are automatically redeemed on the second early redemption date. Investors will receive $1,750.00 per security on the related early redemption date, corresponding to an annual return of approximately 50.00%. No further payments will be made on the securities once they have been redeemed, and investors do not participate in the appreciation of the underlying stocks.

December 2021 Page 8

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

In example 1, the final share price of each underlying stock is at or above its respective call threshold level. Therefore, investors receive $3,000 per security at maturity, corresponding to an annual return of approximately 50.00%. Investors do not participate in any appreciation of any underlying stock.

In example 2, the final share price of three underlying stocks are at or above their respective call threshold levels, but the final share price of the other underlying stock is below its respective call threshold level but at or above its respective downside threshold level. The CHPT Stock has increased 10% from its initial share price to its final share price, the DASH Stock has increased 5% from its initial share price to its final share price, the PLUG Stock has declined 20% from its initial share price to its final share price and the PTON Stock has increased 10% from its initial share price to its final share price. Therefore, investors receive a payment at maturity equal to $1,000 per security. Investors do not participate in any appreciation of any underlying stock.

In example 3, the final share prices of two of the underlying stocks are at or above their respective call threshold levels, but the final share price of the other two underlying stocks are below their respective downside threshold levels. The CHPT Stock has declined 60% from its initial share price to its final share price, the DASH Stock has declined 70% from its initial share price to its final share price, the PLUG Stock has increased 5% from its initial share price to its final share price and the PTON Stock has increased 5% from its initial share price to its final share price. Therefore, investors will receive at maturity an amount equal to the stated principal amount multiplied by the share performance factor of the DASH Stock, which is the worst performing underlying stock in this example. Investors lose a significant portion of their investment even through two of the underlying stocks have appreciated, because the final share price of the other two underlying stocks are less than their respective downside threshold levels.

In examples 4 and 5, the final share prices of all of the underlying stocks are below their respective downside threshold levels, and investors receive at maturity an amount equal to the stated principal amount times the share performance factor of the worst performing underlying stock. In example 4, the CHPT Stock has declined 70% from its initial share price to its final share price, the DASH Stock has declined 60% from its initial share price to its final share price, the PLUG Stock has declined 60% from its initial share price to its final share price and the PTON Stock has declined 60% from its initial share price to its final share price. Therefore, the payment at maturity equals the stated principal amount times the share performance factor of the CHPT Stock, which represents the worst performing underlying stock in this example. In example 5, the CHPT Stock has declined 70% from its initial share price to its final share price, the DASH Stock has declined 60% from its initial share price to its final share price, the PLUG Stock has declined 80% from its initial share price to its final share price and the PTON Stock has declined 60% from its initial share price to its final share price. Therefore, the payment at maturity equals the stated principal amount times the share performance factor of the PLUG Stock, which represents the worst performing underlying stock in this example.

If the securities are not redeemed prior to maturity and the final share price of any underlying stock is less than its respective downside threshold level, you will lose a significant portion or all of your investment in the securities.

December 2021 Page 9

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Risk Factors

This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

Risks Relating to an Investment in the Securities

￭The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not pay any interest and do not guarantee the return of any of the stated principal amount at maturity. If the securities have not been automatically redeemed prior to maturity and the final share price of any underlying stock is less than its respective downside threshold level of 50% of its initial share price, you will be exposed to the decline in the worst performing underlying stock, as compared to its respective initial share price, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal to the stated principal amount times the share performance factor of the worst performing underlying index. In this case, the payment at maturity will be less than 50% of the stated principal amount and could be zero.

￭The appreciation potential of the securities is limited by the fixed early redemption payments or payment at maturity specified for each determination date. The appreciation potential of the securities is limited to the fixed early redemption payments specified for each determination date if each of the underlying stocks closes at or above its respective call threshold level on any of the semi-annual determination dates (beginning after one year), or to the upside payment at maturity if the securities have not been redeemed and the final share of each underlying stock is at or above its respective call threshold level. In all cases, you will not participate in any appreciation of the underlying stocks, which could be significant.

￭The market price will 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 purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the prices of the underlying stocks on any day, including in relation to the respective initial index values, call threshold levels and downside threshold levels, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

othe trading price and volatility (frequency and magnitude of changes in value) of the underlying stocks,

odividend rates on the underlying stocks,

otime remaining until the securities mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

othe occurrence of certain events affecting the underlying stock that may or may not require adjustments to the adjustment factors, and

oany actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount of $1,000 per security if the price of any underlying stock at the time of sale is near or below its downside threshold level or if market interest rates rise.

The prices of the underlying stocks may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. The common stock of ChargePoint Holdings, Inc. began trading on March 1, 2021 and therefore has limited historical performance. The class A common stock of Peloton Interactive, Inc. began trading on September

December 2021 Page 10

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

26, 2019 and therefore has limited historical performance. The class A common stock of DoorDash, Inc. began trading on December 9, 2020 and therefore has limited historical performance. There can be no assurance that you will not suffer a significant loss on your initial investment in the securities. See “ChargePoint Holdings, Inc. Overview”, “DoorDash, Inc. Overview”, “Plug Power Inc. Overview” and “Peloton Interactive, Inc. Overview” below.

￭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. You are dependent on our ability to pay all amounts due on the securities upon an early redemption or at maturity and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

￭Reinvestment risk. The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will receive no further payments on the securities and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be redeemed in the first year of the term of the securities.

￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to 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 in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

￭Investing in the securities is not equivalent to investing in the common stock of ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc. Investors in the securities will not participate in any appreciation in the underlying stocks, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying stocks. As a result, any return on the securities will not reflect the return you would realize if you owned shares of the underlying stocks and received the dividends paid or distributions made on them.

￭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. Assuming no change in market

December 2021 Page 11

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying stocks, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

￭The estimated value of the securities 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. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unpredictable factors” above.

￭Hedging and trading activity by our affiliates could potentially affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying stocks), including trading in the underlying stocks. Some of our affiliates also trade the underlying stocks and other financial instruments related to the underlying stocks on a regular basis as part of their general broker-dealer and other businesses. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the final determination date approaches. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial share price of an underlying stock, and, therefore, could increase the (i) the value at or above which such underlying stock must close on the determination dates so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying stocks), and (ii) downside threshold level for such underlying stock, which is the price at or above which the underlying stock must close on the final determination date (if the securities are not called) so that investors do not suffer a significant loss on their initial investment in the securities (depending also on the performance of the other underlying stocks). Additionally, such hedging or trading activities during the term of the securities could potentially affect the closing price of any underlying stock on the determination dates, and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any (depending also on the performance of the other underlying stocks).

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial share prices, the call threshold levels, the downside threshold levels, the final share prices, whether the securities will be redeemed following any determination date, whether a market disruption event has occurred, whether to make any adjustments to the adjustment factors and the payment that you will receive upon an early redemption or at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and certain adjustments to the adjustment factors. These potentially subjective determinations may adversely affect the

December 2021 Page 12

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

payout to you at maturity, if any. For further information regarding these types of determinations, see "Description of Auto-Callable Securities—Postponement of Determination Dates," "—Alternate Exchange Calculation in Case of an Event of Default,” and "—Calculation Agent and Calculations" in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion under “Additional Information – Tax considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for auto-callable securities (together, the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment for the securities, the timing and character of income on the securities might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlying Stocks

￭You are exposed to the price risk of each of the underlying stocks. Your return on the securities is not linked to a basket consisting of the underlying stocks. Rather, it will be contingent upon the independent performance of each underlying stock. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each of the underlying stocks. Poor performance by any underlying stock over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying stocks. In addition, if any underlying stock has declined to below its respective downside threshold level as of the final determination date, you will be fully exposed to the decline in the worst performing underlying stock over the term of the securities on a 1-to-1 basis, even if the other underlying stocks have appreciated or have not declined as much. Under these circumstances, the value of any such payment at maturity will be less than 50% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of each of the underlying stocks.

￭No affiliation with ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc. ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. and Peloton Interactive, Inc. are not affiliates of ours, are not involved with this offering in any way, and have no obligation to consider your interests in taking any corporate

December 2021 Page 13

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

actions that might affect the value of the securities. We have not made any due diligence inquiry with respect to ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc. in connection with this offering.

￭We may engage in business with or involving ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc. without regard to your interests. We or our affiliates may presently or from time to time engage in business with ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc. without regard to your interests and thus may acquire non-public information about ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published and in the future may publish research reports with respect to ChargePoint Holdings, Inc., DoorDash, Inc., Plug Power Inc. or Peloton Interactive, Inc., which may or may not recommend that investors buy or hold the underlying stock(s).

￭The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks. MS & Co., as calculation agent, will adjust the adjustment factors for certain corporate events affecting the underlying stocks, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving the issuers of the underlying stocks, such as mergers. However, the calculation agent will not make an adjustment for every corporate event that can affect the underlying stocks. For example, the calculation agent is not required to make any adjustments if the issuers of the underlying stocks or anyone else makes a partial tender or partial exchange offer for the underlying stocks, nor will adjustments be made following the final determination date. In addition, no adjustments will be made for regular cash dividends, which are expected to reduce the price of the underlying stocks by the amount of such dividends. If an event occurs that does not require the calculation agent to adjust an adjustment factor, such as a regular cash dividend, this may decrease the final share price of an underlying stock to be less than its respective downside threshold level (resulting in a loss of a significant portion or all of your investment in the securities), materially and adversely affecting your return.

December 2021 Page 14

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

ChargePoint Holdings, Inc. Overview

ChargePoint Holdings, Inc. designs, develops and markets networked electric vehicle charging system infrastructure and cloud-based services. The CHPT Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by ChargePoint Holdings, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-39004 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding ChargePoint Holdings, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the CHPT Stock is accurate or complete.

Information as of market close on November 29, 2021:

The following table sets forth the published high and low closing prices of, as well as dividends on, the underlying stock for each quarter from March 1, 2021 through November 29, 2021. The closing price of the underlying stock on November 29, 2021 was $26.06. The associated graph shows the closing prices of the underlying stock for each day from March 1, 2021 through November 29, 2021. The underlying stock began trading under the ticker symbol “CHPT” on March 1, 2021 following a merger with a special purpose acquisition company. Accordingly, the underlying stock has limited historical performance. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the CHPT Stock may have been adjusted for stock splits and other corporate events. The historical performance of the CHPT Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the CHPT Stock on any determination date, including the final determination date.

We make no representation as to the amount of dividends, if any, that ChargePoint Holdings, Inc. may pay in the future. In any event, as an investor in the securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of ChargePoint Holdings, Inc.

December 2021 Page 15

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

*The CHPT Stock began trading on March 1, 2021 and therefore has limited historical performance.

This document relates only to the securities offered hereby and does not relate to the CHPT Stock or other securities of ChargePoint Holdings, Inc. We have derived all disclosures contained in this document regarding ChargePoint Holdings, Inc. stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to ChargePoint Holdings, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding ChargePoint Holdings, Inc. is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the CHPT Stock (and therefore the price of the CHPT Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning ChargePoint Holdings, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the CHPT Stock.

December 2021 Page 16

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

DoorDash, Inc. Overview

DoorDash, Inc. operates a food delivery service that connects local brick-and-mortar businesses with consumers. The DASH Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by DoorDash, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-39759 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding DoorDash, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the underlying stock is accurate or complete.

Information as of market close on November 29, 2021:

The following table sets forth the published high and low closing prices of, as well as dividends on, the DASH Stock for each quarter from December 9, 2020 through November 29, 2021. The closing price of the DASH Stock on November 29, 2021 was $183.01. The associated graph shows the closing prices of the DASH Stock for each day from December 9, 2020 through November 29, 2021. The class A common stock of DoorDash, Inc. began trading on December 9, 2020 and therefore has limited historical performance. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the DASH Stock may have been adjusted for stock splits and other corporate events. The historical performance of the DASH Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the DASH Stock on any determination date, including the final determination date.

We make no representation as to the amount of dividends, if any, that DoorDash, Inc. may pay in the future. In any event, as an investor in the securities, you will not be entitled to receive dividends, if any, that may be payable on the class A common stock of DoorDash, Inc.

December 2021 Page 17

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

*The class A common stock of DoorDash, Inc. began trading on December 9, 2020 and therefore has limited historical performance.

This document relates only to the securities offered hereby and does not relate to the DASH Stock or other securities of DoorDash, Inc. We have derived all disclosures contained in this document regarding DoorDash, Inc. stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to DoorDash, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding DoorDash, Inc. is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the DASH Stock (and therefore the price of the DASH Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning DoorDash, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the DASH Stock.

December 2021 Page 18

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Plug Power Inc. Overview

Plug Power Inc. designs, develops, manufactures and commercializes hydrogen fuel cell systems for electric mobility and stationary power markets. The PLUG Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by Plug Power Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-34392 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Plug Power Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the PLUG Stock is accurate or complete.

Information as of market close on November 29, 2021:

The following table sets forth the published high and low closing prices of, as well as dividends on, the PLUG Stock for each quarter from January 1, 2018 through November 29, 2021. The closing price of the PLUG Stock on November 29, 2021 was $41.62. The associated graph shows the closing prices of the PLUG Stock for each day from January 1, 2016 through November 29, 2021. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the PLUG Stock may have been adjusted for stock splits and other corporate events. The historical performance of the PLUG Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the PLUG Stock on any determination date, including the final determination date.

We make no representation as to the amount of dividends, if any, that Plug Power Inc. may pay in the future. In any event, as an investor in the securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Plug Power Inc.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the PLUG Stock or other securities of Plug Power Inc. We have derived all disclosures contained in this document regarding Plug Power Inc. stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Plug Power Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Plug Power Inc. is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the PLUG Stock (and therefore the price of the PLUG Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Plug Power Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the PLUG Stock.

December 2021 Page 20

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Peloton Interactive, Inc. Overview

Peloton Interactive, Inc. operates an interactive fitness platform. The PTON Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by Peloton Interactive, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-39058 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Peloton Interactive, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the PTON Stock is accurate or complete.

Information as of market close on November 29, 2021:

The following table sets forth the published high and low closing prices of, as well as dividends on, the common stock of PTON for each quarter from September 26, 2019 through November 29, 2021. The closing price of the PTON Stock on November 29, 2021 was $44.39. The associated graph shows the closing prices of the common stock of PTON for each day from September 26, 2019 through November 29, 2021. The class A common stock of Peloton Interactive, Inc. began trading on September 26, 2019 and therefore has limited historical performance. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the PTON Stock may have been adjusted for stock splits and other corporate events. The historical performance of the PTON Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the PTON Stock at any time, including on the determination dates.

We make no representation as to the amount of dividends, if any, that Peloton Interactive, Inc. may pay in the future. In any event, as an investor in the Contingent Income Auto-Callable Securities, you will not be entitled to receive dividends, if any, that may be payable on the class A common stock of Peloton Interactive, Inc.

December 2021 Page 21

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Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

*The PTON stock began trading on September 25, 2019 and therefore has limited historical performance.

This document relates only to the securities offered hereby and does not relate to the PTON Stock or other securities of Peloton Interactive, Inc. We have derived all disclosures contained in this document regarding Peloton Interactive, Inc. stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Peloton Interactive, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Peloton Interactive, Inc. is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the PTON Stock (and therefore the price of the PTON Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Peloton Interactive, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the PTON Stock.

December 2021 Page 22

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All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

Additional Terms of the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

December 2021 Page 24

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

December 2021 Page 25

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

December 2021 Page 26

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Additional Information About the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.

December 2021 Page 27

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

Principal at Risk Securities

December 2021 Page 28

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due December 18, 2025, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of ChargePoint Holdings, Inc., the Common Stock of The DoorDash, Inc., the Common Stock of Plug Power Inc. and the Class A Common Stock of Peloton Interactive, Inc.

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