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September 2022

Pricing Complement No. W-48

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

Dated September 21, 2022

Filed pursuant to Rule 424(b)(2)

Morgan
Stanley Finance LLC

Structured Investments

Alternatives in Worldwide Equities

6,000 Put Warrants Due March 22, 2024 Primarily based on the Inverse
Efficiency of the iShares® MSCI EAFE ETF

Totally and Unconditionally Assured by Morgan Stanley

Principal at Threat Warrants

The put warrants (the “warrants”) are European-style cash-settled
put warrants issued by Morgan Stanley Finance LLC (“MSFL”) and absolutely and unconditionally assured by Morgan Stanley. The
warrants present the chance to achieve inverse publicity to the efficiency of the iShares® MSCI EAFE ETF (the “shares”),
as follows: if the ultimate share value is lower than the preliminary share value, the warrants will likely be robotically exercised on the expiration
date, and we can pay a money settlement quantity on the money settlement date equal to the product of (i) the notional quantity and (ii) the
bearish share return, topic to the utmost money settlement quantity. If the ultimate share value is larger than or equal to the preliminary
share value, the warrants is not going to be exercised and can expire nugatory on the expiration date. The warrants is probably not exercised by
both you or us previous to the expiration date. The warrants are extremely dangerous and contain dangers not related to an funding in
typical securities. If the worth of the shares doesn’t decline under the preliminary share value, you’ll lose your total funding
within the warrants. As well as, even when the worth of the shares has decreased to under the preliminary share value, if the ultimate share value
is just not sufficiently lower than the preliminary share value to offset the premium quantity, you’ll lose a portion of your preliminary funding.
With the intention to obtain a constructive return in your funding, the ultimate share value should be lower than the preliminary share value by a share
higher than the warrant premium share
. There isn’t any minimal fee on the warrants. Accordingly, chances are you’ll lose some or all
of your preliminary funding within the warrants.
The warrants are for buyers who’re prepared to danger their invested premium in trade
for the chance to achieve leveraged returns for any depreciation of the shares past the preliminary share value when the warrants are
robotically exercised on the expiration date. You will be unable to buy the warrants except you may have an options-approved brokerage
account. The warrants are issued as a part of MSFL’s Collection A International Warrants program.

All funds are topic to our credit score danger. If we default on our
obligations, you can lose some or your whole funding. These warrants should not secured obligations and you’ll not have any safety
curiosity in, or in any other case have any entry to, any underlying reference asset or property.

FINAL
TERMS
   
Issuer:
Morgan Stanley Finance LLC  
Guarantor:
Morgan Stanley  
Shares: iShares® MSCI EAFE ETF (the “shares” or “the Fund”)  
Mixture
premium quantity:
$433,800    
Premium
quantity and authentic challenge value:
$72.30 per warrant  
Notional
quantity:
$1,000 per warrant  
Pricing
date:
September 21, 2022  
Unique
challenge date:
September 26, 2022 (3 enterprise days after the pricing date)  
Expiration
date:
March 19, 2024, topic to adjustment for non-trading days and sure market disruption occasions.  
Money
settlement date:
March 22, 2024  
Train
of warrants; money settlement quantity:

The warrants will both be robotically exercised or will expire nugatory
on the expiration date, as follows:

·    
if the ultimate share value is lower than the preliminary share value, the warrants will likely be robotically exercised on the expiration
date. On the money settlement date, we can pay with respect to the $72.30 premium quantity of every warrant an quantity in money equal to the
product of (x) the notional quantity and (y) the bearish share return.

In no occasion will the money settlement quantity exceed the utmost
money settlement quantity.

Even when the bearish share return is constructive (that means
that the ultimate share value is lower than the preliminary share value), if the bearish share return is lower than the warrant premium share
(that means that the ultimate share value is just not sufficiently lower than the preliminary share value to offset the warrant premium), you’ll obtain
a money settlement quantity that’s lower than the premium quantity and, subsequently, you’ll lose a portion of your preliminary funding within the
warrants.

·    
if the ultimate share value is higher than or equal to the preliminary share value, the warrants will expire nugatory and the
money settlement quantity will likely be $0.

The warrants are extremely dangerous, and there’s no minimal
fee on the warrants. Accordingly, you’ll lose your whole preliminary funding within the warrants if the ultimate share value, as decided
on the expiration date, is larger than or equal to the preliminary share value. If the shares don’t depreciate over the time period of the warrants,
you’ll lose your total funding.

 
Bearish
share return:
(preliminary share value – closing share value) / preliminary share value  
Most
money settlement quantity:
$200 per warrant  
Last
share value:
The closing value of 1 share of the shares on the expiration date occasions the adjustment issue on such date  
Adjustment
issue:
1.0, topic to adjustment within the occasion of sure occasions affecting the shares  
Preliminary
share value:
$60.61, which is the closing value of 1 share of the shares on September 19, 2022. If the ultimate share value is larger than or equal to the preliminary share value, buyers will lose all of their funding within the warrants.  
Warrant
premium share:
7.23%  
CUSIP
/ ISIN:
61774E550 / US61774E5502  
Itemizing: The warrants is not going to be listed on any securities trade.  
Brokers: Stifel Nicolaus & Co., which will likely be primarily chargeable for managing the providing of the warrants to its purchasers/buyers, and Morgan Stanley & Co. LLC (“MS & Co.”).  See “Supplemental data concerning plan of distribution; conflicts of curiosity.”  
Estimated
worth on the pricing date:
$57.10 per $72.30 premium quantity of warrants.  See “Abstract of Pricing Complement” starting on PS-2.  
Commissions
and challenge value:
  Value to public Agent’s commissions(1) Proceeds to us(2)
Per
warrant
  $72.30 $2.60 $69.70
Complete   $433,800 $15,600 $418,200
           
(1) Stifel Nicolaus & Co. will likely be primarily chargeable for
managing the providing of the warrants to its purchasers/buyers pursuant to an settlement with Morgan Stanley & Co. LLC. See “Description
of the Warrants—Supplemental Data Regarding Plan of Distribution; Conflicts of Curiosity” on this pricing complement.
For added data, see “Plan of Distribution (Conflicts of Curiosity)” within the accompanying prospectus complement.
(2) See “Description of the Warrants—Use of Proceeds and Hedging” starting on PS-24.

You will need to have an options-approved brokerage account to be able to buy
the warrants and also you should be skilled with respect to choices and choice transactions.

The warrants are extremely dangerous and
contain dangers not related to an funding in typical securities. If the ultimate share value is larger than or equal to the
preliminary share value, you’ll lose your whole funding within the warrants. See “Threat Components” starting on PS-9.

The Securities and Trade Fee and state securities regulators
haven’t authorised or disapproved these warrants, or decided if this pricing complement is truthful or full. Any illustration
on the contrary is a prison offense.

The warrants should not deposits or financial savings accounts and should not insured
by the Federal Deposit Insurance coverage Company or some other governmental company or instrumentality, nor are they obligations of, or assured
by, a financial institution.

It’s best to learn this doc along with the associated prospectus
complement, index complement and prospectus, every of which may be accessed through the hyperlinks under. It’s best to learn the extra detailed
description of the warrants on this pricing complement. Particularly, you must evaluate and perceive the descriptions in “Abstract
of Pricing Complement” and “Description of the Warrants.”

As used on this doc, “we,” “us” and
“our” confer with Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, because the context requires.

Prospectus Complement dated November 16, 2020        Index Complement dated November 16, 2020  

Prospectus dated November 16, 2020

 

 

 

SUMMARY OF PRICING SUPPLEMENT

 

The next abstract describes the warrants
typically phrases solely. It’s best to learn the abstract along with the more-detailed data that’s contained in the remainder of this pricing
complement and within the accompanying index complement, prospectus complement and prospectus. It’s best to fastidiously contemplate, amongst different
issues, the issues set forth in “Threat Components” under.

 

The 6,000 Put Warrants Due March 22, 2024 Primarily based
on the Inverse Efficiency of the iShares® MSCI EAFE ETF, which we confer with because the warrants, are European-style cash-settled
put warrants. The warrants present the chance to achieve inverse publicity to the efficiency of the iShares® MSCI EAFE
ETF, which we confer with because the shares, as follows: if the ultimate share value is lower than the preliminary share value, the warrants will likely be
robotically exercised on the expiration date, and we can pay a money settlement quantity on the money settlement date equal to the product
of (i) the notional quantity and (ii) the bearish share return, topic to the utmost money settlement quantity. If the ultimate share value
is larger than or equal to the preliminary share value, the warrants is not going to be exercised and can expire nugatory on the expiration date.
The warrants is probably not exercised by both you or us previous to the expiration date. The warrants are extremely dangerous and contain dangers
not related to an funding in typical securities. If the worth of the shares doesn’t decline under the preliminary share value,
you’ll lose your total funding within the warrants. As well as, even when the worth of the shares has decreased to under the preliminary
share value, if the ultimate share value is just not sufficiently lower than the preliminary share value to offset the premium quantity, you’ll lose
a portion of your preliminary funding. With the intention to obtain a constructive return in your funding, the ultimate share value should be lower than
the preliminary share value by a share higher than the warrant premium share of seven.23%. There isn’t any minimal fee on the warrants.
Accordingly, chances are you’ll lose some or your whole preliminary funding within the warrants.
The warrants are for buyers who’re prepared to
danger their invested premium in trade for the chance to achieve leveraged returns for any depreciation of the shares past the preliminary
share value when the warrants are robotically exercised on the expiration date. You will be unable to buy the warrants except
you may have an options-approved brokerage account. All funds are topic to our credit score danger.

 

Every warrant prices $72.30 We’re providing the 6,000 Put Warrants Due March 22, 2024 Primarily based on the Inverse Efficiency of the iShares® MSCI EAFE ETF, which we confer with because the warrants.  The premium quantity and authentic challenge value of every warrant is $72.30.
   
 

The unique challenge value consists of prices related to issuing, promoting,
structuring and hedging the warrants, that are borne by you, and, consequently, the estimated worth of the warrants on the pricing date
is lower than $72.30. We estimate that the worth of every warrant on the pricing date is $57.10.

 

What goes into the estimated worth on the pricing date?

 

The estimated worth of the warrants is set utilizing our personal pricing
and valuation fashions, market inputs and assumptions regarding the shares, devices based mostly on the shares, volatility and different components
together with present and anticipated rates of interest in addition to our creditworthiness.

 

What’s the relationship between the estimated worth on the pricing
date and the secondary market value of the warrants?

 

The value at which market members might buy the warrants in
the secondary market, absent modifications in market circumstances, together with these associated to the shares, might range from, and be decrease than, the
estimated worth on the pricing date, as a result of the secondary market value takes under consideration the bid-offer unfold that such market members
would cost in a secondary market transaction of this sort and different components. Nonetheless, as a result of the prices related to issuing, promoting,
structuring and hedging the warrants should not absolutely deducted upon issuance, for a interval of as much as 6 months following the difficulty date, to
the extent that market members might purchase or promote the warrants within the secondary market, absent modifications in market circumstances, together with
these associated to the shares, and to our secondary market credit score spreads, they might typically accomplish that based mostly on values larger than the estimated
worth. We anticipate that these larger values can even be mirrored in your brokerage account statements.

 

  There is probably not a secondary marketplace for the warrants, and, if a secondary market as soon as develops, it might stop to exist at any time.  
     
Train of the warrants; money settlement quantity

The warrants are European-style cash-settled put warrants. The warrants
will likely be robotically exercised or will expire nugatory on the expiration date, as follows:

 

 
         if the ultimate share value is lower than the preliminary share value, the warrants will likely be robotically exercised on the expiration date.  On the money settlement date, we can pay for every warrant a money settlement quantity equal to:  
     
  notional quantity × bearish share return, topic to the utmost money settlement quantity  
     
  the place,  
     
  notional quantity = $1,000 per warrant  
         
  bearish share return =

preliminary
share value – closing share value 

preliminary share value
 
  closing share value = The closing value of 1 share of the shares on the expiration date occasions the adjustment issue on such date, topic to postponement for non-trading days or market disruption occasions
       
  preliminary share value = $60.61, which is the closing value of 1 share of the shares on September 19, 2022.  
         
  most money settlement quantity = $200 per warrant  
         
         if the ultimate share value is larger than or equal to the preliminary share value, the warrants will expire nugatory and the money settlement quantity will likely be $0.  
     
  The warrants is probably not exercised by both you or us previous to the expiration date.  The warrants are extremely dangerous.  If the worth of the shares doesn’t decline under the preliminary share value, you’ll lose your total funding within the warrants.  As well as, if the ultimate share value is just not sufficiently lower than the preliminary share value to offset the warrant premium, you’ll lose a portion of your preliminary funding.  With the intention to obtain a constructive return in your funding, the ultimate share value should be lower than the preliminary share value by a share of the preliminary share value higher than the warrant premium share of seven.23%.  There isn’t any minimal fee on the warrants.  Accordingly, you can lose your total preliminary funding within the warrants.  
     
 

All funds on the warrants are topic to our credit score danger.

 

 
 

Starting on PS-5, within the part titled “Hypothetical Payouts
on the Warrants,” we have now offered a desk and corresponding examples illustrating the calculation of the money settlement quantity
on the warrants at expiration over a variety of hypothetical closing share costs and ensuing bearish share returns, as decided on the
expiration date. The examples don’t present each scenario that may happen.

 

 
  You may evaluate the historic closing costs of the shares within the part of this pricing complement known as “Description of the Warrants—Historic Data” beginning on PS-23.  You can’t predict the longer term efficiency of the shares based mostly on the historic efficiency.    
     
  Investing within the warrants is just not equal to investing in, or taking a direct quick place in, the shares or the element shares of the share underlying index.  
     
Morgan Stanley & Co. LLC would be the We now have appointed our affiliate, Morgan Stanley & Co. LLC, to behave as calculation agent for The Financial institution of New York Mellon, a New York banking company, the  
     
calculation agent warrant agent for the warrants.  As calculation agent, MS & Co. will decide the ultimate share value and the bearish share return and can calculate the fee that you’ll obtain on the money settlement date, if any.
   
The place yow will discover extra data on the warrants The warrants are unsecured warrants issued as a part of our Collection A worldwide warrants program.  Yow will discover a basic description of our Collection A worldwide warrants program within the accompanying prospectus complement dated November 16, 2020, the index complement dated November 16, 2020 and the prospectus dated November 16, 2020.  
   
  As a result of this can be a abstract, it doesn’t comprise all the data that could be essential to you.  For an in depth description of the phrases of the warrants, you must learn the “Description of the Warrants” part on this pricing complement.  You also needs to learn concerning the materials dangers concerned in investing within the warrants within the part known as “Threat Components.”  The tax and accounting remedy of investments in shares-linked warrants similar to these might differ from that of investments in peculiar debt securities or frequent inventory.  See the part of this pricing complement known as “Description of the Warrants—United States Federal Taxation.”  We urge you to seek the advice of together with your funding, authorized, tax, accounting and different advisers with regard to any proposed or precise funding within the warrants.
   

HYPOTHETICAL PAYOUTS ON THE WARRANTS

 

The next examples and desk illustrate
the calculation of the money settlement quantity on the warrants payable at expiration over a variety of hypothetical closing share costs and
ensuing bearish share returns, as decided on the expiration date. The hypothetical money settlement quantities set forth under are for
illustrative functions solely. The precise preliminary share value is about forth on the quilt of this doc. The precise money settlement quantity
payable on the money settlement date will likely be decided based mostly on the efficiency of the shares, as decided on the expiration date. The
numbers showing within the following tables and examples might have been rounded for ease of study.

 

The examples and desk are based mostly on the next
phrases:

 

Time period: Roughly 1.5 years
Notional Quantity: $1,000 per warrant
Premium Quantity: $72.30 per warrant
Hypothetical Preliminary Share Value: $60.00
Warrant Premium Proportion: 7.23% per warrant
Train of Warrants: If the ultimate share value is lower than the preliminary share value, the warrants will likely be robotically exercised on the expiration date and you’ll obtain the money settlement quantity, topic to the utmost money settlement quantity.  If the ultimate share value is the same as or higher than the preliminary share value, the warrants will expire nugatory and the money settlement quantity will likely be zero.

 

Instance 1: The ultimate share
value is $54.00, leading to a bearish share return of 10%.

 

The ultimate share value is $54.00 on the expiration
date. The bearish share return is calculated as follows:

 

($60.00 – $54.00) /
$60.00 = 10%

 

Because the closing share value is lower than the preliminary
share value, your warrant will likely be robotically exercised and your fee upon expiration will likely be calculated as follows:

 

money settlement quantity
= notional quantity × bearish share return, topic to the utmost money settlement quantity

 

= $1,000 × 10%, topic
to the utmost money settlement quantity

 

= $100

 

Due to this fact, on the money settlement date, you’ll
obtain $100 for every $72.30 warrant (an roughly 38.31% whole return).

 

Instance 2: The ultimate share
value is $30.00, leading to a bearish share return of fifty%.

 

The ultimate share value is $30.00 on the expiration
date. The bearish share return is calculated as follows:

 

($60.00 – $30.00) /
$60.00 = 50%

 

Because the closing share value is lower than the preliminary
share value, your warrant will likely be robotically exercised and your fee upon expiration will likely be calculated as follows:

 

money settlement quantity
= notional quantity × bearish share return, topic to the utmost money settlement quantity

 

= $1,000 × 50%, topic
to the utmost money settlement quantity

 

= $200

 

As a result of the money settlement quantity can not exceed
the utmost money settlement quantity, on the money settlement date, you’ll obtain $200 for every $72.30 warrant (an roughly 176.63%
whole return). This represents the utmost quantity payable upon expiration of the warrants.

 

Instance 3: The ultimate share value is $55.662,
leading to a bearish share return of seven.23%.

 

The ultimate share value is $55.662 on the expiration
date. The bearish share return is calculated as follows:

 

($60.00 – $55.662) /
$60.00 = 7.23%

 

Because the closing share value is lower than the preliminary
share value, your warrant will likely be robotically exercised and your fee upon expiration will likely be calculated as follows:

 

money settlement quantity = notional quantity
× bearish share return

 

= $1,000 × 7.23%

 

= $72.30

 

Nonetheless, as a result of the bearish share return is equal
to the warrant premium share of seven.23%, which leads to a money settlement quantity equal to the premium quantity paid per warrant, you
is not going to obtain a constructive return in your funding. Due to this fact, on the money settlement date, you’ll obtain $72.30 for every $72.30
warrant (a 0.00% whole return).

 

Instance 4: The ultimate share value is $59.40,
leading to a bearish share return of 1%.

 

The ultimate share value is $59.40 on the expiration
date. The bearish share return is calculated as follows:

 

($60.00 – $59.40) /
$60.00 = 1%

 

Because the closing share value is lower than the preliminary
share value, your warrant will likely be robotically exercised and your fee upon expiration will likely be calculated as follows:

 

money settlement quantity = notional quantity
× bearish share return

 

= $1,000 × 1%

 

= $10

 

On this instance, although the ultimate share value
is lower than the preliminary share value, as a result of the bearish share return is lower than the warrant premium share of seven.23%, the money
settlement quantity doesn’t absolutely offset the premium quantity paid on the warrants and you’ll lose a part of your funding. Due to this fact,
on the money settlement date, you’ll obtain $10 for every $72.30 warrant (an roughly 86.17% whole loss).

 

Accordingly, if the bearish share return is
constructive however lower than the warrant premium share (that means that the ultimate share value is just not sufficiently lower than the preliminary share
value to offset the warrant premium), you’ll obtain a money settlement quantity that’s lower than the premium quantity and, subsequently, you
will lose a portion of your preliminary funding within the warrants.

 

Instance 5: The ultimate share value is $60.00,
leading to a bearish share return of 0%.

 

The ultimate share value is $60.00 on the expiration
date. The bearish share return is calculated as follows:

 

($60.00 – $60.00) /
$60.00 = 0%

 

Because the closing share value is the same as the preliminary
share value, the warrants is not going to be exercised and can expire nugatory on the expiration date. Due to this fact, the loss in your preliminary
funding within the warrants will likely be 100% (a complete lack of your preliminary funding), and you’ll obtain $0 for every $72.30 warrant at
expiration (a complete lack of your preliminary funding).

 

Instance 6: The ultimate share value is $72.00,
leading to a bearish share return of -20%.

 

The ultimate share value is $72.00 on the expiration
date. The bearish share return is calculated as follows:

 

($60.00 – $72.00) /
$60.00 = -20%

 

Because the closing share value is larger than the
preliminary share value, the warrants is not going to be exercised and can expire nugatory on the expiration date. Due to this fact, the loss in your
preliminary funding within the warrants will likely be 100% (a complete lack of your preliminary funding), and you’ll obtain $0 for every $72.30 warrant
at expiration (a complete lack of your preliminary funding).

 

Accordingly, if the bearish share return is
zero or unfavourable (that means that the ultimate share value is larger than or equal to the preliminary share value), you’ll lose your whole preliminary
funding within the warrants.

 

Money Settlement Quantity
on the Expiration Date

 

Last Share Value Bearish Share Return Money Settlement Quantity Money Settlement Quantity minus Premium Quantity Complete Return on the Put Warrants
$96.00 -60.00% $0.00 -$72.30 -100.00%
$84.00 -40.00% $0.00 -$72.30 -100.00%
$72.00 -20.00% $0.00 -$72.30 -100.00%
$66.00 -10.00% $0.00 -$72.30 -100.00%
$63.00 -5.00% $0.00 -$72.30 -100.00%
$60.00 0.00% $0.00 -$72.30 -100.00%
$57.00 5.00% $50.00 -$22.30 -30.84%
$55.662 7.23% $72.30 $0.00 0.00%
$54.00 10.00% $100.00 $27.70 38.31%
$48.00 20.00% $200.00 $127.70 176.63%
$42.00 30.00% $200.00 $127.70 176.63%
$36.00 40.00% $200.00 $127.70 176.63%

 

RISK FACTORS

 

The warrants are unsecured contractual obligations
of Morgan Stanley Finance LLC (“MSFL”) and are absolutely and unconditionally assured by Morgan Stanley. The warrants don’t
assure the return of any of the invested premium. Investing within the warrants entails a excessive diploma of danger and isn’t equal to
investing in, or taking a direct quick place in, the shares or the securities composing the share underlying index. This part describes
the fabric dangers regarding the warrants. For an additional dialogue of danger components, please see the accompanying index complement, prospectus
complement and prospectus.

 

Dangers Regarding an Funding within the Warrants

 

The warrants are extremely dangerous, and chances are you’ll lose your whole preliminary funding within the warrants

The warrants are extremely speculative leveraged investments that contain
a excessive diploma of danger. If the ultimate share value is larger than or equal to the preliminary share value, the warrants will expire nugatory
and you’ll lose your total funding within the warrants. The warrants should not appropriate for buyers who can not maintain a complete loss
of their funding. You ought to be prepared and in a position to maintain a complete lack of your funding within the warrants.

 

There isn’t any minimal fee on the warrants. Accordingly, chances are you’ll
lose your whole preliminary funding within the warrants
.

 

The warrants present inverse (bearish) publicity to the efficiency of the shares The return on the warrants is linked to the inverse efficiency of the shares. Due to this fact, your return on the warrants will improve if the worth of the shares decreases under the preliminary share value, topic to the utmost money settlement quantity. Nonetheless, if the worth of the shares doesn’t decline under the preliminary share value, you’ll lose your total funding within the warrants.  As well as, if the ultimate share value is just not sufficiently lower than the preliminary share value to offset the warrant premium, you’ll lose a portion of your preliminary funding.
   
Chances are you’ll lose some or a good portion of your preliminary funding even when the ultimate share value is lower than the preliminary share value Even when the ultimate share value is lower than the preliminary share value, you’ll lose some or a good portion of your preliminary funding if the bearish share return is lower than the warrant premium share of seven.23%.  So as so that you can obtain a money settlement quantity higher than your preliminary funding, the ultimate share value should be lower than the preliminary share value by a share of the preliminary share value higher than the warrant premium share.
   
The appreciation potential of the warrants is proscribed The appreciation potential of the warrants is proscribed by the utmost money settlement quantity of $200 per warrant. As a result of the money settlement quantity will likely be restricted to $200 per warrant, any lower within the value of the shares under 80% of the preliminary share value is not going to additional improve the return on the warrants.
   
The warrants will likely be robotically exercised on the expiration date The warrants will likely be robotically exercised on the expiration date. Neither you nor we are able to train the warrants at any time previous to the expiration date. Accordingly, except you promote the warrants previous to the expiration date, you will be unable to seize any helpful modifications within the costs of the shares previous to the expiration date.  Additional, you don’t have a selection as as to if the warrants will likely be robotically exercised on the expiration date. Accordingly, you will be unable to learn from any lower within the costs of the shares that happen after the expiration date.
   
The warrants are appropriate just for buyers with options-approved accounts You will be unable to buy the warrants except you may have an options-approved brokerage account.  The warrants contain a excessive diploma of danger and should not acceptable for each investor.  You will need to be capable of perceive and bear the danger of an funding within the warrants, and you ought to be skilled with respect to choices and choices transactions.
   
The worth of the warrants will likely be influenced by many unpredictable components A number of components, a lot of that are past our management, will affect the worth of the warrants, together with:  
       
         the worth of the shares at any time,
         the buying and selling value and volatility (frequency and magnitude of modifications in worth) of the shares and of the securities composing the share underlying index,
         dividend charges or different distributions on the securities underlying the share underlying index,
         curiosity and yield charges out there,
         geopolitical circumstances and financial, monetary, political, regulatory or judicial occasions that have an effect on the securities markets typically or the element shares of the shares and which can have an effect on the worth of the shares,
         the time remaining till the expiration of the warrants (see “The time remaining to the money settlement date might adversely have an effect on the market worth of the warrants” under),
         the incidence of sure occasions affecting the shares that will or might not require an adjustment to the adjustment issue
         the composition of the shares and modifications within the constituents of the share underlying index, and
         any precise or anticipated modifications in our credit score scores or credit score spreads.
  Some or all of those components will affect the worth of the warrants previous to expiration.  For instance, the worth of the warrants will probably decline considerably if the worth of the shares is above, close to or not sufficiently under the preliminary share value.
  You can’t predict the longer term efficiency of the shares based mostly on the historic efficiency.  There may be no assurance that you’ll not endure a loss in your preliminary funding within the warrants.
The time remaining to the money settlement date might adversely have an effect on the market worth of the warrants

A portion of the market worth of a warrant at any time is determined by the
value of the shares at such time relative to the preliminary share value. One other portion of the market worth of a warrant at any time prior
to expiration is determined by the size of time remaining till the money settlement date and is named the “time worth” of the
warrant. After the pricing date, the time worth typically diminishes till, at expiration, the time worth of the warrant is zero.

 

Assuming all different components are held fixed, the danger that the warrants
will expire nugatory will improve the extra the closing value will increase above the preliminary share value and the shorter the time remaining
till the money settlement date. Due to this fact, the market worth of the warrants will replicate each the rise or decline within the value of the
shares and the time remaining to the money settlement date, amongst different components. See additionally “The warrants is not going to be listed on any
securities trade and secondary buying and selling could also be restricted” under.

 

The warrants are non-standardized choices The warrants should not standardized choices of the sort issued by the Choices Clearing Company (the “OCC”), a clearing company regulated by the Securities and Trade Fee.  The warrants are unsecured contractual obligations of ours and can rank equally with our different unsecured contractual obligations and with our unsecured and unsubordinated debt.  Thus, not like purchasers of OCC standardized choices, who’ve the credit score advantages of ensures and margin and collateral deposits by OCC clearing members to guard the OCC from a clearing member’s failure, buyers within the warrants might look solely to us for efficiency of our obligation to pay the money settlement quantity, if any, at expiration.  Moreover, the secondary marketplace for the warrants, if any exists, is just not anticipated to be as liquid as the marketplace for OCC standardized choices, and, subsequently, gross sales of the warrants previous to the expiration date might yield a sale value that’s decrease than the theoretical worth of the warrants based mostly on the then-prevailing value of the shares.  See additionally “The
  warrants is not going to be listed on any securities trade and secondary buying and selling could also be restricted” under.
The warrants are topic to our credit score danger, and any precise or anticipated modifications to our credit score scores or credit score spreads might adversely have an effect on the market worth of the warrants You might be depending on our capacity to pay all quantities due on the warrants at expiration, and subsequently you’re topic to our credit score danger.  If we default on our obligations underneath the warrants, your funding could be in danger and you can lose some or your whole funding.  In consequence, the market worth of the warrants previous to expiration will likely be affected by modifications out there’s view of our creditworthiness.  Any precise or anticipated decline in our credit score scores or improve within the credit score spreads charged by the marketplace for taking our credit score danger is more likely to adversely have an effect on the market worth of the warrants.
As a finance subsidiary, MSFL has no unbiased operations and may have no unbiased property As a finance subsidiary, MSFL has no unbiased operations past the issuance and administration of its securities and may have no unbiased property accessible for distributions to holders of MSFL securities in the event that they make claims in respect of such securities in a chapter, decision or comparable continuing.  Accordingly, any recoveries by such holders will likely be restricted to these accessible underneath the associated assure by Morgan Stanley and that assure will rank pari passu with all different unsecured, unsubordinated obligations of Morgan Stanley. Holders may have recourse solely to a single declare in opposition to Morgan Stanley and its property underneath the assure. Holders of securities issued by MSFL ought to accordingly assume that in any such proceedings they might not have any precedence over and needs to be handled pari passu with the claims of different unsecured, unsubordinated collectors of Morgan Stanley, together with holders of Morgan Stanley-issued securities.
The warrants is not going to be listed on any securities trade and secondary buying and selling could also be restricted The warrants is not going to be listed on any securities trade.  Due to this fact, there could also be little or no secondary marketplace for the warrants, and, if a secondary market as soon as develops, it might stop to exist at any time.  Even when there’s a secondary market, it might not present sufficient liquidity to will let you commerce or promote the warrants simply.  If there’s a secondary marketplace for the warrants, it’s attainable that just one market participant will take part in such market, and, subsequently, the worth at which you could possibly commerce your warrants is more likely to rely upon the worth, if any, at which such market participant is prepared to transact.
The prices of issuing, promoting, structuring and hedging the warrants trigger the estimated worth of the warrants to be lower than the unique challenge value and can adversely have an effect on secondary market costs

Assuming no change in market circumstances or some other related components,
the costs, if any, at which sellers could also be prepared to buy the warrants in secondary market transactions will probably be considerably
decrease than the unique challenge value, as a result of secondary market costs will exclude the issuing, promoting, structuring and hedging-related
prices which might be included within the authentic challenge value and borne by you and since the secondary market costs will replicate the bid-offer
unfold that market members would cost in a secondary market transaction of this sort in addition to different components.

 

The inclusion of the prices of issuing, promoting, structuring and hedging
the warrants within the authentic challenge value makes the financial phrases of the warrants much less favorable to you than they in any other case could be.

 

Nonetheless, as a result of the prices related to issuing, promoting, structuring
and hedging the warrants should not absolutely deducted upon issuance, for a interval of as much as 6 months following the difficulty date, to the extent
that market members might purchase or promote the warrants within the secondary market, absent modifications in market circumstances, together with these associated
to the shares, and to our secondary market credit score spreads, they might typically accomplish that based mostly on values larger than the estimated worth,
and we anticipate that these larger values can even be mirrored in your brokerage account statements.

 

     
The estimated worth of the warrants is set by reference to our pricing and valuation fashions, which can differ from these of different sellers and isn’t a most or minimal secondary market value These pricing and valuation fashions are proprietary and rely partially on subjective views of sure market inputs and sure assumptions about future occasions, which can show to be incorrect.  In consequence, as a result of there is no such thing as a market-standard option to worth these kinds of warrants, our fashions might yield a better estimated worth of the warrants than these generated by others, together with different sellers out there, in the event that they tried to worth the warrants.  As well as, the estimated worth on the pricing date doesn’t symbolize a minimal or most value at which sellers could be prepared to buy your warrants within the secondary market (if any exists) at any time. The worth of your warrants at any time after the date of this doc will range based mostly on many components that can not be predicted with accuracy, together with modifications in market circumstances.  See additionally “The worth of the warrants will likely be influenced by many unpredictable components” above.
Investing within the warrants is just not equal to investing in, or taking a direct quick place in, the shares or the shares composing the share underlying index Investing within the warrants is just not equal to investing in, or taking a direct quick place in, the shares, the share underlying index, or the shares that represent the share underlying index.  Traders within the warrants is not going to have voting rights or rights to obtain dividends or different distributions or some other rights with respect to the shares or the shares that represent the share underlying index.
The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the warrants As calculation agent for the warrants, MS & Co. will decide the ultimate share value, the bearish share return and whether or not to make any changes to the adjustment issue, and can calculate the money settlement quantity you’ll obtain on the money settlement date, if any.  Furthermore, sure determinations made by MS & Co., in its capability as calculation agent, might require it to train discretion and make subjective judgments, similar to with respect to the incidence or non-occurrence of market disruption occasions or calculation of the closing value within the occasion of a market disruption occasion.  These probably subjective determinations might adversely have an effect on the payout to you on the money settlement date, if any.  For additional data concerning these kinds of determinations, see “Description of the Warrants—Closing Value,” “—Expiration Date,” “–Antidilution Changes,” “—Calculation Agent,” “—Market Disruption Occasion,” and “—Discontinuance of the Shares and/or the Share Underlying Index; Alteration of Methodology of Calculation” on this pricing complement.  As well as, MS & Co. has decided the estimated worth of the warrants on the pricing date.
Hedging and buying and selling exercise by our associates may probably adversely have an effect on the worth of the warrants A number of of our associates and/or third-party sellers anticipate to hold out hedging actions associated to the warrants (and to different devices linked to the shares or the share underlying index), together with buying and selling within the shares in addition to in different devices associated to the shares or the share underlying index.  In consequence, these entities could also be unwinding or adjusting hedge positions through the time period of the warrants, and the hedging technique might contain higher and extra frequent dynamic changes to the hedge because the expiration date approaches.  A few of our associates additionally commerce the shares or the shares that represent the share underlying index and different monetary devices associated to the shares frequently as a part of their basic broker-dealer and different companies.  Any of those hedging or buying and selling actions on or previous to the day on which the preliminary share value is set may probably have an effect on the preliminary share value, and, subsequently, the worth under which the shares should shut on the expiration date in order that you don’t lose your total preliminary funding within the warrants.  Moreover, such hedging or buying and selling actions through the time period of the warrants may have an effect on the worth of the shares on the expiration date, and, accordingly, the amount of money an investor will obtain on the money settlement date, if any.

Dangers Regarding the Shares

 

There are dangers related to investments in securities linked to the worth of international fairness securities.

The warrants are linked to the
worth of international fairness securities. Investments in securities linked to the worth of international fairness securities contain dangers related
with the securities markets in these international locations, together with dangers of volatility in these markets, governmental intervention in these markets
and cross-shareholdings in corporations in sure international locations. Additionally, there may be typically much less publicly accessible details about international
corporations than about U.S. corporations which might be topic to the reporting necessities of the USA Securities and Trade Fee,
and international corporations are topic to accounting, auditing and monetary reporting requirements and necessities completely different from these relevant
to U.S. reporting corporations. The costs of securities issued in international markets could also be affected by political, financial, monetary and
social components in these international locations, or world areas, together with modifications in authorities, financial and financial insurance policies and forex trade
legal guidelines. Native securities markets might commerce a small variety of securities and could also be unable to reply successfully to will increase in buying and selling
quantity, probably making immediate liquidation of holdings troublesome or not possible at occasions. Furthermore, the economies in such international locations
might differ favorably or unfavorably from the economic system in the USA in such respects as development of gross nationwide product, price of
inflation, capital reinvestment, sources, self-sufficiency and stability of fee positions.

 

The warrants are topic to forex trade danger.

As a result of the worth of the shares
tracks the efficiency of the MSCI EAFE IndexSM (the “EAFE Index”), holders of the warrants will likely be uncovered to
forex trade price danger with respect to every of the currencies during which such element securities commerce. Trade price actions for
a specific forex are unstable and are the results of quite a few components together with the provision of, and the demand for, these currencies,
in addition to related authorities coverage, intervention or actions, however are additionally influenced considerably sometimes by political or
financial developments, and by macroeconomic components and speculative actions associated to the related area. An investor’s internet publicity
will rely upon the extent to which the currencies of the element securities strengthen or weaken in opposition to the U.S. greenback and the relative
weight of every safety. If, bearing in mind such weighting, the greenback weakens in opposition to the currencies of the element securities
represented within the Fund, the worth of the shares will likely be unfavorably affected and the fee at maturity on the warrants could also be lowered.

 

Of explicit significance to potential
forex trade danger are:

 

  • present and anticipated charges of inflation;

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  • present and anticipated rate of interest ranges;

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  • the stability of funds; and

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  • the extent of governmental surpluses or deficits within the
    international locations represented within the MSCI EAFE IndexSM and the USA

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All of those components are in flip
delicate to the financial, fiscal and commerce insurance policies pursued by the governments of assorted international locations represented within the MSCI EAFE IndexSM
and the USA and different international locations essential to worldwide commerce and finance.

 

The antidilution changes the calculation agent is required to make don’t MS & Co., as calculation agent, will modify the adjustment issue for sure occasions affecting the shares.  Nonetheless, the calculation agent is not going to make an adjustment for each occasion that would have an effect on the shares.  If an occasion happens that doesn’t require the calculation agent to regulate the adjustment issue, the market value of the warrants
cowl each occasion that would have an effect on the shares could also be materially and adversely affected.
   
The efficiency and market value of the Fund, notably in periods of market volatility, might not correlate with the efficiency of the share underlying index, the efficiency of the element securities of the share underlying index or the web asset worth per share of the Fund

The Fund doesn’t absolutely replicate
the share underlying index and should maintain securities which might be completely different than these included within the share underlying index. These components
might result in a scarcity of correlation between the efficiency of the Fund and the share underlying index. As well as, company actions (such
as mergers and spin-offs) with respect to the fairness securities underlying the Fund might impression the variance between the performances of
the Fund and the share underlying index. Lastly, as a result of the shares of the Fund are traded on an trade and are topic to market provide
and investor demand, the market value of 1 share of the Fund might differ from the web asset worth per share of the Fund.

 

Particularly, in periods
of market volatility, or uncommon buying and selling exercise, buying and selling within the securities underlying the Fund could also be disrupted or restricted, or such
securities could also be unavailable within the secondary market. Underneath these circumstances, the liquidity of the Fund could also be affected, market members
could also be unable to calculate precisely the web asset worth per share of the Fund, and their capacity to create and redeem shares of the
Fund could also be disrupted. Underneath these circumstances, the market value of shares of the Fund might range considerably from the web asset worth
per share of the Fund or the extent of the share underlying index.

 

For all the foregoing causes,
the efficiency of the Fund might not correlate with the efficiency of the share underlying index, the efficiency of the element securities
of the share underlying index or the web asset worth per share of the Fund. Any of those occasions may materially have an effect on the worth of the
shares of the Fund and, subsequently, the worth of the warrants. Moreover, if market volatility or these occasions have been to happen on the
expiration date, the calculation agent would preserve discretion to find out whether or not such market volatility or occasions have precipitated a market
disruption occasion to happen, and such dedication would have an effect on the money settlement quantity of the warrants. If the calculation agent determines
that no market disruption occasion has taken place, the money settlement quantity could be based mostly solely on the revealed closing value per share
of the Fund on the expiration date, even when the Fund’s shares are performing otherwise than the share underlying index or the
element securities of the share underlying index and/or buying and selling above the web asset worth per share of the Fund.

 

Changes to the shares or the share underlying index may adversely have an effect on the worth of the warrants The funding adviser to the Fund, BlackRock Fund Advisors (the “Funding Adviser”), seeks funding outcomes that correspond typically to the worth and yield efficiency, earlier than charges and bills, of the share underlying index. Pursuant to its funding technique or in any other case, the Funding Adviser might add, delete or substitute the shares composing the Fund. Any of those actions may adversely have an effect on the worth of the shares and, consequently, the worth of the warrants. MSCI Inc. is chargeable for calculating and sustaining the share underlying index. MSCI Inc. might add, delete or substitute the shares constituting the share underlying index or make different methodological modifications that would change the worth of the share underlying index, and, consequently, the worth of the shares and the worth of the warrants. MSCI Inc. might discontinue or droop calculation or publication of the share underlying index at any time. If buying and selling within the shares is completely discontinued and/or the Fund is liquidated or in any other case terminated, and MSCI Inc. subsequently discontinues publication of the share underlying index, the calculation agent may have the only discretion to substitute a successor index that’s corresponding to the discontinued share underlying index and is permitted to contemplate indices which might be calculated and revealed by the calculation agent or any of its associates. Any of those actions may have an effect on the worth of the shares, and, consequently, the worth of the warrants.

 

DESCRIPTION OF THE WARRANTS

 

Phrases used however not outlined herein have the meanings given to such phrases
within the accompanying prospectus complement. The time period “Warrant” refers to every $72.30 Premium Quantity of our Put Warrants Due
March 22, 2024 Primarily based on the Inverse Efficiency of the iShares® MSCI EAFE ETF.

 

Variety of Warrants   6,000
Mixture Premium Quantity   $433,800
Mixture Notional Quantity   $6,000,000
Pricing Date   September 21, 2022
Unique Challenge Date (Settlement Date)   September 26, 2022 (3 Enterprise Days after the Pricing Date)
Money Settlement Date   March 22, 2024, topic to extension as described within the following paragraph.

If the Expiration Date is postponed
in accordance with the definition thereof in order that it falls lower than two Enterprise Days previous to the scheduled Money Settlement Date, the
Money Settlement Date will likely be postponed to the second Enterprise Day following the Expiration Date as postponed. See “––Expiration
Date” under.

 

Challenge Value   100% ($72.30 per Warrant)
Premium Quantity   $72.30 per Warrant
Denominations   $72.30 and integral multiples thereof
Notional Quantity   $1,000 per Warrant
CUSIP Quantity   61774E550
ISIN   US61774E5502
Specified Forex   U.S. {dollars}
Train of Warrants;    
Money Settlement Quantity   The Warrants will both be robotically exercised or will expire nugatory on the Expiration Date, as follows:

(i) if the Last Share Value is much less
than
the Preliminary Share Value, the Warrants will likely be robotically exercised on the Expiration Date. On the Money Settlement Date, upon
supply of the Warrants to the Warrant Agent, we can pay with respect to the $72.30 Premium Quantity of every Warrant an quantity in money,
as decided by the Calculation Agent, equal to the product of (x) the Notional Quantity and (y) the Bearish Share Return, topic to the
Most Money Settlement Quantity, or

 

(ii) if the Last
Share Value is higher than or equal to the Preliminary Share Value, the Warrants will expire nugatory and the Money Settlement Quantity
will likely be $0.

 

We will, or shall trigger the Calculation
Agent to, (i) present written discover to the Warrant Agent and to The Depository Belief Firm, which we confer with as DTC, of the quantity
of money to be delivered with respect to the $72.30 Premium Quantity of every

 

Warrant, on or previous to 10:30 a.m. (New
York Metropolis time) on the Enterprise Day previous the Money Settlement Date, and (ii) ship the combination money quantity due, if any, with respect
to the Warrants to the Warrant Agent for supply to DTC, as holder of the Warrants, on or previous to the Money Settlement Date. We anticipate
such amount of money will likely be distributed to buyers on the Money Settlement Date in accordance with the usual guidelines and procedures
of DTC and its direct and oblique members. See “—Ebook Entry Safety or Certificated Safety” under, and see
“Types of Securities—The Depositary” within the accompanying prospectus.

 

Bearish Share Return   A fraction, as decided by the Calculation Agent, the numerator of which is the Preliminary Share Value minus the Last Share Value and the denominator of which is the Preliminary Share Value, as described by the next method:

 

Bearish Share Return =

Preliminary
Share Value – Last Share Value 

Preliminary Share Value

 

Preliminary Share Value  

$60.61, which is the Closing Value of 1 share of the Shares on September 19, 2022. If the Last Share Value is larger than or equal to the Preliminary Share Value, buyers will lose all of their funding within the Warrants. See “Discontinuance of the Shares and/or the Share Underlying Index; Alteration of Methodology of Calculation” under.

 

Last Share Value  

The Closing Value of 1 share of the Shares on the Expiration Date occasions the Adjustment Issue on such date, as decided by the Calculation Agent.

 

Most Money Settlement Quantity  

$200 per Warrant

 

Closing Value   Topic to the provisions set out underneath “Discontinuance of the Shares and/or the Share Underlying Index; Alteration of Methodology of Calculation” under, the Closing Value for one share of the Shares (or one unit of some other safety for which a Closing Value should be decided) on any Buying and selling Day means:

 

(i) if the Shares (or any such different
safety) are listed on a nationwide securities trade (apart from the Nasdaq), the final reported sale value, common method, of the principal
buying and selling session on such day on the principal nationwide securities trade registered underneath the Securities Trade Act of 1934, as amended,
on which the Shares (or any such different safety) are listed,

 

(ii) if the Shares (or any such different
safety) are securities of the Nasdaq, the official closing value of the shares revealed by the Nasdaq on such day, or

 

(iii) if the Shares (or any such different
safety) should not listed on any nationwide securities trade however are included within the OTC Bulletin Board Service (the “OTC Bulletin
Board”) operated by the Monetary Trade Regulatory Authority, Inc. (“FINRA”), the final

 

reported sale value of the principal
buying and selling session on the OTC Bulletin Board on such day for the Shares.

 

If the Shares (or any such different safety)
are listed on any nationwide securities trade however the final reported sale value or the official closing value revealed by such trade,
or by the Nasdaq, as relevant, is just not accessible pursuant to the previous sentence, then the Closing Value for one share of the Shares
(or one unit of any such different safety) on any Buying and selling Day will imply the final reported sale value of the principal buying and selling session on
the over-the-counter market as reported on the Nasdaq or the OTC Bulletin Board on such day. If a Market Disruption Occasion (as outlined
under) happens with respect to the Shares (or any such different safety) or the final reported sale value or the official closing value revealed
by the Nasdaq, as relevant, for the Shares (or any such different safety) is just not accessible pursuant to both of the 2 previous sentences,
then the Closing Value for any Buying and selling Day would be the imply, as decided by the Calculation Agent, of the bid costs for the Shares
(or any such different safety) for such Buying and selling Day obtained from as many acknowledged sellers in such safety, however not exceeding three,
as will make such bid costs accessible to the Calculation Agent. Bids of Morgan Stanley and Co. LLC and its successors (“MS &Co.”)
or any of its associates could also be included within the calculation of such imply, however solely to the extent that any such bid is the very best of the
bids obtained. If no bid costs are offered from any third-party sellers, such Closing Value will likely be decided by the Calculation Agent
in its sole and absolute discretion (performing in good religion) bearing in mind any data that it deems related. The time period “OTC
Bulletin Board Service” will embrace any successor service thereto, or, if relevant, the OTC Reporting Facility operated by FINRA.
See “Discontinuance of the Shares and/or the Share Underlying Index; Alteration of Methodology of Calculation” under.

 

Shares  

iShares® MSCI EAFE ETF

 

Share Underlying Index  

MSCI EAFE IndexSM

 

Share Underlying Index Writer  

MSCI Inc. or any successor writer of the Share Underlying Index

 

Expiration Date   March 19, 2024, topic to postponement for non-Buying and selling Days or Market Disruption Occasions as described within the following paragraph.

 

If a Market Disruption
Occasion with respect to the Shares happens on the scheduled Expiration Date, or if the Expiration Date is just not a Buying and selling Day with respect
to Shares, the Closing Value for the Shares for such date shall be decided on the instantly succeeding Buying and selling Day on which no Market
Disruption Occasion shall have occurred; offered that the Last Share Value for the Shares shall not be decided on a date later
than the fifth scheduled Buying and selling Day after the scheduled Expiration Date, and if such date is just not a Buying and selling Day or if there’s a Market
Disruption Occasion on such date, the Calculation Agent shall decide the Closing Value of the Shares on such date utilizing the tactic described
within the third, fourth and fifth sentences of “Closing Value” above.

 

Adjustment Issue  

1.0, topic to adjustment within the occasion of sure occasions affecting the Shares.  See “Antidilution Changes” under.

 

Enterprise Day  

Any day, apart from a Saturday or Sunday, that’s neither a authorized vacation nor a day on which banking establishments are licensed or required by regulation or regulation to shut in The Metropolis of New York.

 

Buying and selling Day  

A day, as decided by the Calculation Agent, on which buying and selling is usually carried out on the New York Inventory Trade, The Nasdaq Inventory Market LLC (the “Nasdaq”), the Chicago Mercantile Trade and the Chicago Board of Choices Trade and within the over-the-counter marketplace for fairness securities in the USA.

 

Related Trade  

The first trade or market of buying and selling for any safety (or any mixture thereof) then included within the Share Underlying Index or any Successor Index (as outlined under).

 

Antidilution Changes   If the Shares are topic to a inventory break up or reverse inventory break up, then as soon as such break up has develop into
efficient, the Adjustment Issue shall be adjusted by the Calculation Agent to equal the product of the prior Adjustment Issue and
the variety of shares issued in such inventory
break up or reverse inventory break up with respect to 1 share.

 

No adjustment to the Adjustment Issue
pursuant to the paragraph above shall be required except such adjustment would require a change of at the very least 0.1% within the quantity being adjusted
as then in impact. Any quantity so adjusted shall be rounded to the closest one hundred-thousandth with 5 one-millionths being rounded
upward.

 

The Calculation Agent shall be solely
chargeable for the dedication and calculation of any changes to the Adjustment Issue or technique of calculating the Adjustment
Issue and of any associated determinations, and its determinations and calculations with respect thereto shall be conclusive within the absence
of manifest error.

 

Ebook Entry Safety or    
Certificated Safety   Ebook Entry.  The Warrants will likely be issued within the type of a number of absolutely registered world warrants, which will likely be deposited with, or on behalf of, DTC and will likely be registered within the title of a nominee of DTC.  DTC’s nominee would be the solely registered holder of the Warrants.  Your helpful curiosity within the Warrants will likely be evidenced solely by entries on the books of the Warrants middleman performing in your behalf as a direct or oblique participant in DTC.  On this pricing complement, all references to actions taken by “you” or to be taken by “you” confer with actions taken or to be taken by DTC and its members performing in your behalf, and all references to funds or notices to you’ll imply funds or notices to DTC, because the registered holder of the Warrants, for distribution to members in accordance with DTC’s procedures.  For extra data concerning DTC and book-entry warrants, please learn “Types of Securities—The Depositary,” “Securities Supplied on a International Foundation Via the Depositary—Ebook-Entry, Supply and Type” and “Securities Supplied on a International Foundation Via the Depositary—International

 

Clearance and Settlement
Procedures” within the accompanying prospectus.

 

Warrant Agent  

The Financial institution of New York Mellon, a New York banking company

 

Brokers  

Stifel Nicolaus & Co., which will likely be primarily chargeable for managing the providing of the Warrants to its purchasers/buyers, and Morgan Stanley & Co. LLC (“MS & Co.”)

 

Calculation Agent   MS & Co. and its successors.

 

All determinations made by the Calculation
Agent will likely be on the sole discretion of the Calculation Agent and can, within the absence of manifest error, be conclusive for all functions
and binding on you, the Warrant Agent and us.

 

All calculations with respect to the
Money Settlement Quantity, if any, will likely be made by the Calculation Agent and will likely be rounded to the closest one hundred-thousandth, with
5 one-millionths rounded upward (e.g., .876545 could be rounded to .87655); all greenback quantities associated to dedication of the quantity
of money payable per Warrant, if any, will likely be rounded to the closest ten-thousandth, with 5 one hundred-thousandths rounded upward (e.g.,
.76545 could be rounded as much as .7655); and all greenback quantities paid, if any, on the combination variety of Warrants will likely be rounded to the
nearest cent, with one-half cent rounded upward.

 

As a result of the Calculation Agent is our
affiliate, the financial pursuits of the Calculation Agent and its associates could also be opposed to your pursuits as an investor within the Warrants,
together with with respect to sure determinations and judgments that the Calculation Agent should make in figuring out the Last Share Value.
See “—Discontinuance of the Shares and/or the Share Underlying Index; Alteration of Methodology of Calculation” under. MS
& Co. is obligated to hold out its duties and capabilities as Calculation Agent in good religion and utilizing its affordable judgment.

 

Market Disruption Occasion   Market Disruption Occasion means, with respect to the Shares:

 

(i) the incidence or existence of any
of:

 

(a) a suspension, absence or materials
limitation of buying and selling of the Shares on the first marketplace for the Shares for greater than two hours of buying and selling or through the one-half hour
interval previous the shut of the principal buying and selling session in such market; or a breakdown or failure within the value and commerce reporting
methods of the first marketplace for the Shares on account of which the reported buying and selling costs for the Shares over the last one-half
hour previous the shut of the principal buying and selling session in such market are materially inaccurate; or the suspension, absence or materials
limitation of buying and selling on the first marketplace for buying and selling in futures or choices contracts associated to the Shares, if accessible, through the
one-half hour interval previous the shut of the principal buying and selling session within the relevant market, in every case as decided by the
Calculation Agent in its sole discretion, or

 

(b) a suspension, absence or materials limitation of buying and selling
of shares then constituting 20 p.c or extra of the worth of the

 

Share Underlying Index on the Related Trade(s) for such
securities for greater than two hours of buying and selling or through the one-half hour interval previous the shut of the principal buying and selling session
on such Related Trade(s), in every case as decided by the Calculation Agent in its sole discretion, or

 

(c) the suspension, materials limitation
or absence of buying and selling on any main U.S. securities marketplace for buying and selling in futures or choices contracts associated to the Share Underlying
Index for greater than two hours of buying and selling or through the one-half hour interval previous the shut of the principal buying and selling session on such
market,

 

in every case, as decided by the Calculation
Agent in its sole discretion; and

 

(ii) a dedication by the Calculation
Agent in its sole discretion that any occasion described in clause (i) above materially interfered with our capacity or the flexibility of any
of our associates to unwind or modify all or a fabric portion of the hedge place with respect to the Warrants.

 

For the aim of figuring out whether or not
a Market Disruption Occasion exists at any time, if buying and selling in a safety included within the Share Underlying Index is materially suspended
or materially restricted at the moment, then the related share contribution of that safety to the extent of the Share Underlying Index
will likely be based mostly on a comparability of (x) the portion of the extent of the Share Underlying Index attributable to that safety relative to
(y) the general degree of the Share Underlying Index, in every case instantly earlier than that suspension or limitation.

 

For the aim of figuring out whether or not
a Market Disruption Occasion has occurred: (1) a limitation on the hours or variety of days of buying and selling is not going to represent a Market Disruption
Occasion if it outcomes from an introduced change within the common enterprise hours of the Related Trade or market, (2) a call to completely
discontinue buying and selling within the futures or choices contract associated to the Share Underlying Index or the Shares is not going to represent a Market
Disruption Occasion, (3) a suspension of buying and selling in futures or choices contracts on the Share Underlying Index or the Shares by the first
securities market buying and selling in such contracts by motive of (a) a value change exceeding limits set by such securities trade or market,
(b) an imbalance of orders regarding such contracts or (c) a disparity in bid and ask quotes regarding such contracts will represent
a suspension, absence or materials limitation of buying and selling in futures or choices contracts associated to the Share Underlying Index or the Shares
and (4) a “suspension, absence or materials limitation of buying and selling” on any Related Trade or on the first market on which
futures or choices contracts associated to the Share Underlying Index or the Shares are traded is not going to embrace any time when such securities
market is itself closed for buying and selling underneath peculiar circumstances.

 

Discontinuance of the Shares    
and/or the Share Underlying Index; Alteration
of Methodology of Calculation   If buying and selling within the Shares on each relevant nationwide securities trade, on the OTC Bulletin Board and within the over-the-counter market is completely discontinued or the exchange-traded fund associated to the Shares is liquidated or in any other case terminated (a

“Discontinuance
or Liquidation Occasion”), the Closing Value of the Shares on any Buying and selling Day following the Discontinuance or Liquidation Occasion will
be decided by the Calculation Agent and will likely be deemed to equal the product of (i) the closing worth of the Share Underlying Index
for the Shares (or any Successor Index, as described under) on such date (bearing in mind any materials modifications within the technique of calculating
the Share Underlying Index following such Discontinuance or Liquidation Occasion) and (ii) a fraction, the numerator of which is the Closing
Value of the Shares and the denominator of which is the closing worth of the Share Underlying Index (or any Successor Index, as described
under), every decided as of the final day previous to the incidence of the Discontinuance or Liquidation Occasion on which a Closing Value
was accessible.

 

If, subsequent to a Discontinuance
or Liquidation Occasion, the Share Underlying Index Writer discontinues publication of the Share Underlying Index and the Share Underlying
Index Writer or one other entity (together with MS & Co.) publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be corresponding to the discontinued the Share Underlying Index (such index being referred to herein as a “Successor
Index”), then any subsequent Closing Value for the Shares on any Buying and selling Day following a Discontinuance or Liquidation Occasion will
be decided by reference to the revealed worth of such Successor Index on the common weekday shut of buying and selling on such Buying and selling Day,
and, to the extent the worth of the Successor Index differs from the worth of the Share Underlying Index on the time of such substitution,
proportionate changes shall be made by the Calculation Agent for functions of calculating funds on the Warrants.

 

Upon any choice by the Calculation
Agent of a Successor Index, the Calculation Agent will trigger written discover thereof to be furnished to the Warrant Agent, to us and to
DTC, as holder of the Warrants, inside three Enterprise Days of such choice. We anticipate that such discover will likely be made accessible to you,
as a helpful proprietor of the Warrants, in accordance with the usual guidelines and procedures of DTC and its direct and oblique members.

 

If, subsequent to a Discontinuance
or Liquidation Occasion, the Share Underlying Index Writer discontinues publication of the Share Underlying Index previous to, and such discontinuance
is constant on, any related date of calculation, and the Calculation Agent determines, in its sole discretion, that no Successor Index
is out there at such time, then the Calculation Agent will decide the Closing Value for the Shares for such date. Such Closing Value
will likely be computed by the Calculation Agent in accordance with the method for and technique of calculating the Share Underlying Index final
in impact previous to such discontinuance, utilizing the Closing Value (or, if buying and selling within the related securities has been materially suspended
or materially restricted, its good religion estimate of the Closing Value that may have prevailed however for such suspension or limitation) at
the shut of the principal buying and selling session of the Related Trade on such date of every safety most just lately composing the Share

 

Underlying Index with none rebalancing
or substitution of such securities following such discontinuance.

 

The iShares® MSCI EAFE ETF; Public    
Data   The iShares® MSCI EAFE ETF is an exchange-traded fund that seeks funding outcomes that correspond typically to the worth and yield efficiency, earlier than charges and bills, of the MSCI EAFE IndexSM. The iShares® MSCI EAFE ETF is managed by iShares Belief (“iShares”), a registered funding firm that consists of quite a few separate funding portfolios, together with the iShares® MSCI EAFE ETF. Data offered to or filed with the Securities and Trade Fee (the “Fee”) by iShares pursuant to the Securities Act of 1933 and the Funding Firm Act of 1940 may be positioned by reference to Fee file numbers 333-92935 and 811-09729, respectively, by means of the Fee’s web site at www.sec.gov. As well as, data could also be obtained from different publicly accessible sources. Neither the issuer nor any Agent makes any illustration that any such publicly accessible data concerning the iShares® MSCI EAFE ETF, is correct or full.

 

This doc relates solely to the
Warrants referenced hereby and doesn’t relate to the Shares. We now have derived all disclosures contained on this doc concerning iShares
from the publicly accessible paperwork described above. In reference to the providing of the securities, neither we nor any Agent has
participated within the preparation of such paperwork or made any due diligence inquiry with respect to iShares. Neither we nor any Agent
makes any illustration that such publicly accessible paperwork or some other publicly accessible data concerning iShares is correct
or full. Moreover, we can not give any assurance that every one occasions occurring previous to the date hereof (together with occasions that may
have an effect on the accuracy or completeness of the publicly accessible paperwork described above) that may have an effect on the buying and selling value of the Shares
(and subsequently the worth of the Shares on the time we priced the Warrants) have been publicly disclosed. Subsequent disclosure of any
such occasions or the disclosure of or failure to reveal materials future occasions regarding iShares may have an effect on the worth obtained with
respect to the Warrants and subsequently the worth of the Warrants.

 

Neither the issuer nor any of its
associates makes any illustration to you as to the efficiency of the Shares.

 

We and/or our associates might presently
or sometimes interact in enterprise with iShares. In the middle of such enterprise, we and/or our associates might purchase personal
data with respect to iShares, and neither we nor any of our associates undertakes to reveal any such data to you. As well as,
a number of of our associates might publish analysis stories with respect to the Shares. The statements within the previous two sentences are
not meant to have an effect on the rights of buyers within the securities underneath the securities legal guidelines. As a purchaser of the Warrants, you must
undertake an unbiased investigation of

 

iShares as in your judgment is acceptable
to make an knowledgeable determination with respect to an funding linked to the Shares.

 

“iShares®
is a registered mark of BlackRock Fund Advisors or its associates (“BFA”). The Warrants should not sponsored, endorsed, bought,
or promoted by BFA. BFA makes no representations or warranties to the homeowners of the Warrants or any member of the general public concerning the
advisability of investing within the Warrants. BFA has no obligation or legal responsibility in reference to the operation, advertising, buying and selling or
sale of the Warrants.

 

The MSCI EAFE IndexSM  

The MSCI EAFE IndexSM is a inventory index calculated, revealed and disseminated each day by MSCI Inc. (“MSCI”). The index is a free float-adjusted market capitalization index that’s designed to measure the fairness market efficiency of developed markets, excluding the USA and Canada, and it consists of the next 21 developed market nation indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Eire, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the UK. For added details about the MSCI EAFE IndexSM, see the knowledge set forth underneath “MSCI EAFE IndexSM” and “MSCI International Investable Market Indices Methodology” within the accompanying index complement.

 

Historic Data   The next desk units forth the revealed excessive and low Closing Costs, in addition to end-of-quarter Closing Costs, of the Shares for every quarter within the interval from January 1, 2017 by means of September 21, 2022.  The Closing Value on September 21, 2022 was $58.80. The graph following the desk units forth the historic efficiency of the Shares for every day throughout the identical interval.  We obtained the knowledge within the desk under from Bloomberg Monetary Markets, with out unbiased verification.

The historic Closing Costs of
the Shares shouldn’t be taken as a sign of future efficiency, and no assurance may be given as to the Closing Value on the Expiration
Date. The Last Share Value could also be at or above the Preliminary Share Value in order that the Warrants expire nugatory on the Expiration Date.

 

We can not provide you with any assurance
that the Bearish Share Return will likely be higher than the Warrant Premium Proportion in order that you’ll not lose cash in your funding,
or that it will likely be constructive in order that you’ll not lose your total funding within the Warrants.

 

iShares® MSCI EAFE ETF

Excessive
($) 

Low
($) 

Interval
Finish ($) 

2017      
First Quarter 62.60 58.09 62.29
Second Quarter 67.22 61.44 65.20
Third Quarter 68.48 64.83 68.48
Fourth Quarter 70.80 68.42 70.31
2018      
First Quarter 75.25 67.94 69.68
Second Quarter 71.90 66.35 66.97
Third Quarter 68.98 65.43 67.99
Fourth Quarter 68.07 56.89 58.78
2019      
First Quarter 65.61 58.13 64.86
Second Quarter 66.99 63.40 65.73
Third Quarter 66.68 61.30 65.21

 

 

iShares® MSCI EAFE ETF

Excessive
($) 

Low
($) 

Interval
Finish ($) 

Fourth Quarter 69.66 63.25 69.44
2020      
First Quarter 70.38 46.50 53.46
Second Quarter 64.65 50.90 60.87
Third Quarter 65.92 61.10 63.65
Fourth Quarter 73.52 61.39 72.96
2021      
First Quarter 76.92 72.39 75.87
Second Quarter 81.95 76.86 78.88
Third Quarter 82.13 76.90 78.01
Fourth Quarter 81.83 76.40 78.68
2022      
First Quarter 79.66 66.84 73.60
Second Quarter 74.59 61.48 62.49
Third Quarter (by means of September 21, 2022) 66.76 58.80 58.80

 

 

Historic Each day Closing Costs
of the iShares® MSCI EAFE ETF

January 1, 2017 by means of September
21, 2022

 

 

 

 

Use of Proceeds and Hedging   The proceeds from the sale of the Warrants will likely be utilized by us for basic company functions.  We’ll obtain, in combination, $72.30 per Warrant issued, as a result of, after we enter into hedging transactions to be able to meet our obligations underneath the Warrants, our hedging counterparty will reimburse the price of the Brokers’ commissions.  The prices of the Warrants borne by you and described starting on PS-2 above comprise the Brokers’ commissions and the price of issuing, structuring and hedging the Warrants.  See additionally “Use of Proceeds” within the accompanying prospectus.

 

On or previous to the day on which the
Preliminary Share Value is set, we are going to hedge our anticipated publicity in reference to the Warrants by getting into into hedging transactions
with our associates and/or third-party sellers. We anticipate our hedging counterparties to take positions within the Shares, in futures and/or
choices contracts on the Shares or any element securities of the Share Underlying Index listed on main securities markets, or positions
in some other accessible securities or devices that they could want to use in reference to such hedging. Such buy exercise may
probably have an effect on the Preliminary Share Value, and subsequently may have an effect on the worth under which the Shares should shut on the Expiration Date
in order that you don’t lose your total preliminary

 

funding within the Warrants. As well as,
by means of our associates, we’re more likely to modify our hedge place all through the time period of the Warrants by buying and promoting the Shares,
futures and/or choices contracts on the Shares or element securities of the Share Underlying Index listed on main securities markets
or positions in some other accessible securities or devices that we might want to use in reference to such hedging actions. As a
consequence, these entities could also be unwinding or adjusting hedge positions through the time period of the Warrants, and the hedging technique might contain
higher and extra frequent dynamic changes to the hedge because the Expiration Date approaches. We can not give any assurance that our hedging
actions is not going to have an effect on the worth of the Shares, and, subsequently, adversely have an effect on the worth of the Warrants or the fee you’ll
obtain on the Money Settlement Date, if any.

 

Governing Legislation   The Warrants are ruled by, and construed in accordance with, the legal guidelines of the State of New York.
    Within the occasion MSFL or Morgan Stanley turns into topic to a continuing underneath the Federal Deposit Insurance coverage Act or Title II of the Dodd-Frank Wall Road Reform and Client Safety Act (collectively, the “U.S. Particular Decision Regimes”), the switch of the Warrants, the Warrant Settlement and the associated Morgan Stanley assure (collectively, the “Related Agreements”), and any curiosity and obligation in or underneath the Related Agreements, from MSFL or Morgan Stanley, respectively, will likely be efficient to the identical extent because the switch could be efficient underneath such U.S. Particular Decision Regime if the Related Agreements, and any curiosity and obligation in or underneath the Related Agreements, have been ruled by the legal guidelines of the USA or a state of the USA. Within the occasion MSFL or Morgan Stanley, or any of their associates, turns into topic to a U.S. Particular Decision Regime, default rights in opposition to MSFL or Morgan Stanley with respect to the Related Agreements are permitted to be exercised to no higher extent than such default rights could possibly be exercised underneath such U.S. Particular Decision Regime if the Related Agreements have been ruled by the legal guidelines of the USA or a state of the USA.
     
Supplemental Data Regarding    
Plan of Distribution; Conflicts of Curiosity  

Stifel Nicolaus & Co. will likely be primarily chargeable for managing the providing of the Warrants to its purchasers/buyers pursuant to an settlement with Morgan Stanley & Co. LLC. Morgan Stanley & Co. LLC, one of many Brokers for this providing, is an affiliate of the issuer.  MS & Co. will conduct this providing in compliance with the necessities of FINRA Rule 5121 of the Monetary Trade Regulatory Authority, Inc., which is usually known as FINRA, concerning a FINRA member agency’s distribution of the securities of an affiliate and associated conflicts of curiosity. MS & Co. or any of our different associates might not make gross sales on this providing to any discretionary account.

 

Validity of the Warrants    Within the opinion of Davis Polk & Wardwell LLP, as particular counsel to MSFL and Morgan Stanley, when the Warrants provided by this pricing complement have been executed and issued by MSFL, countersigned by the Warrant Agent pursuant to the Warrant Settlement (as outlined within the accompanying prospectus) and delivered in opposition to fee as contemplated herein, such Warrants

will likely be legitimate
and binding obligations of MSFL and the associated assure will likely be a legitimate and binding obligation of Morgan Stanley, enforceable in accordance
with their phrases, topic to relevant chapter, insolvency and comparable legal guidelines affecting collectors’ rights typically, ideas
of reasonableness and equitable ideas of basic applicability (together with, with out limitation, ideas of excellent religion, truthful dealing
and the dearth of unhealthy religion), offered that such counsel expresses no opinion as to the (i) impact of fraudulent conveyance, fraudulent
switch or comparable provision of relevant regulation on the conclusions expressed above and (ii) any provision of the MSFL Warrant Settlement
that purports to keep away from the impact of fraudulent conveyance, fraudulent switch or comparable provision of relevant regulation by limiting the
quantity of Morgan Stanley’s obligation underneath the associated assure. This opinion is given as of the date hereof and is proscribed to
the legal guidelines of the State of New York, the Normal Company Legislation of the State of Delaware and the Delaware Restricted Legal responsibility Firm Act.
As well as, this opinion is topic to customary assumptions concerning the Warrant Agent’s authorization, execution and supply of
the MSFL Warrant Settlement and its countersignature to the Warrants and the validity, binding nature and enforceability of the MSFL Warrant
Settlement with respect to the Warrant Agent, all as said within the letter of such counsel dated November 16, 2020, which is Exhibit 5-a
to the Registration Assertion on Type S-3 filed by Morgan Stanley on November 16, 2020.

 

United States Federal Taxation.   Within the opinion of Davis Polk & Wardwell LLP, underneath present regulation, every Warrant needs to be handled as a single monetary contract that’s an “open transaction” for U.S. federal revenue tax functions.

 

Assuming this remedy of the Warrants
is revered, a U.S. Holder shouldn’t be required to acknowledge taxable revenue over the time period of the Warrants previous to settlement, different
than pursuant to a sale or trade. Any acquire or loss acknowledged upon sale, trade, lapse or settlement of the Warrants ought to typically
be long-term capital acquire or loss if the U.S. Holder has held the Warrants for a couple of yr at such time, and short-term capital
acquire or loss in any other case. For an in depth dialogue of the U.S. federal revenue tax penalties to U.S. Holders of the possession and disposition
of the Warrants, U.S. Holders ought to learn the sections of the accompanying prospectus complement entitled “United States Federal
Taxation—Tax Penalties to U.S. Holders—Warrants” and “United States Federal Taxation—Tax Penalties
to U.S. Holders—Backup Withholding and Data Reporting.”

 

Part 871(m) Withholding Tax
on Dividend Equivalents

 

Part 871(m) of the Inner Income
Code of 1986, as amended, and Treasury laws promulgated thereunder (“Part 871(m)”) typically impose a 30% (or a
decrease relevant treaty price) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to sure
monetary devices linked to U.S. equities or indices that embrace U.S. equities (every, an “Underlying Safety”). Topic
to sure exceptions, Part 871(m) typically applies to securities that considerably replicate the financial efficiency

 

of a number of Underlying Securities,
as decided based mostly on assessments set forth within the relevant Treasury laws.

 

In gentle of the financial phrases of the
Warrants, fee on the Warrants to Non-U.S. Holders shouldn’t be topic to Part 871(m).

 

Each U.S. and non-U.S. buyers
contemplating an funding within the Warrants ought to learn the part of the accompanying prospectus complement entitled “United States
Federal Taxation” and seek the advice of their tax advisers concerning all facets of the U.S. federal revenue tax penalties of an funding
within the Warrants, and any tax penalties arising underneath the legal guidelines of any state, native, or non-U.S. taxing jurisdiction.

 

The dialogue
within the previous paragraphs underneath “United States Federal Taxation” and the dialogue contained within the part entitled “United
States Federal Taxation” within the accompanying prospectus complement, insofar as they purport to explain provisions of U.S. federal
revenue tax legal guidelines or authorized conclusions with respect thereto, represent the total opinion of Davis Polk & Wardwell LLP concerning the
materials U.S. federal revenue tax penalties of an funding within the Warrants.

 

 

 

 

 

 

 

 

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 107.1



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