and its assets under guarantee. The holders of securities issued by MSFL must therefore assume that, in such a procedure, they would have no priority over and should be treated. pari passu with the claims of other unsecured and unsubordinated creditors of Morgan Stanley, including holders of securities issued by Morgan Stanley.

Investing in the securities is not the same as investing in the Class A common shares of Airbnb, Inc. Investors in the Securities will not participate in any appreciation of the Underlying Share and will not have any voting rights or the right to receive dividends or other distributions or any other rights in respect of the Share. underlying. Therefore, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying shares and received any dividends paid or distributions made thereon.

The securities will not be listed on any stock exchange and secondary trading may be limited. The securities will not be listed on any stock exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, create a market in the securities and, if it once chooses to create a market, may cease to do so at any time. When making a market, it will generally do so for current-sized transactions in the secondary market 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 the associated hedging positions, the time remaining to maturity and the likelihood that he will be able to resell the securities. Even though there is a secondary market, it may not provide enough liquidity for you to trade or sell the securities easily. Since other brokers may not participate meaningfully in the secondary market for securities, the price at which you can trade your securities will likely depend on the price, if any, at which MS & Co. is prepared to trade. . If at any time MS & Co. were to cease to establish a market for the securities, it is likely that there would be no secondary market for the securities. Therefore, you should be prepared to hold your securities until they mature.

The rate we are prepared to pay for securities of this type, maturity and issue size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of the costs associated with the issuance, sale, structuring and hedging of the securities in the initial issue price reduce the economic conditions of the securities, causing the estimated value of the securities to be reduced. is lower than the initial issue price and negatively affect secondary market prices. Assuming that market conditions or any other relevant factor do not change, the prices, if any, at which brokers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the initial issue price, because the secondary market prices will exclude the costs of issue, sale, structuring and hedging which are included in the initial issue price and borne by you and because secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in such a secondary market transaction as well as other factors.

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

However, since the costs related to the issue, sale, structuring and hedging of securities are not fully deducted at the time of issue, for a period of up to 6 months following the date issue, to the extent that MS & Co. may buy or sell the securities in the secondary market, in the absence of changes in market conditions, including those relating to the underlying share, and our Credit spreads in the secondary market, it would be based on values ​​greater than the estimated value, and we anticipate that these higher values ​​will also be reflected in your brokerage account statements.

The estimated value of securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and does not constitute a maximum or minimum price in the secondary market. These pricing and valuation models are proprietary and are based in part on subjective views of certain market data and certain assumptions about future events, which may prove to be inaccurate. Therefore, since there is no standard market method for valuing these types of securities, our models may give a higher estimated value of securities than those generated by others, including other brokers on the market. the market, if they tried to value the securities. . In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which brokers, including MS & Co., would be willing to purchase your securities in the secondary market (if applicable) at any time. moment. The value of your securities at any time after the date of this document will vary depending on many factors that cannot be accurately predicted, including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unforeseeable factors” above.

The hedging and trading activities of our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and / or third party brokers will conduct hedging activities related to securities (and other

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