MS Morgan Stanley

February 2023

Preliminary Terms No. 7,922

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

Dated February 6, 2023

Filed pursuant to Rule 433

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities and Commodities

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each of the common stock of Amazon.com, Inc., the common stock of Microsoft Corporation and the United States Natural Gas Fund, LP, which we refer to collectively as the underlyings, is at or above 70% of its respective initial price, which we refer to as the respective coupon threshold level, on the related observation date. If, however, the determination closing price of any underlying is less than its respective coupon threshold level on any observation date, we will pay no interest for the related monthly period. In addition, the securities will be automatically redeemed if the determination closing price of each underlying is greater than or equal to its respective initial price on any monthly redemption determination date (beginning approximately three months after the original issue date) for the early redemption payment equal to the sum of the stated principal amount plus the related contingent monthly coupon. At maturity, if the securities have not previously been redeemed and the final price of each underlying is greater than or equal to 50% of its respective initial price, which we refer to as the respective downside threshold level, the payment at maturity will be the stated principal amount and, if the final price of each underlying is also greater than or equal to its respective coupon threshold level, the related contingent monthly coupon. However, if the final price of any underlying is less than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying on a 1-to-1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent monthly coupons throughout the 2.5-year term of the securities. The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest over the entire 2.5-year term and in exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent monthly coupons is based on the worst performing of the underlyings, the fact that the securities are linked to three underlyings does not provide any asset diversification benefits and instead means that a decline of any underlying below the relevant coupon threshold level will result in no contingent monthly coupons, even if one or both of the other underlyings close at or above the respective coupon threshold levels. Because all payments on the securities are based on the worst performing of the underlyings, a decline beyond the respective coupon threshold level or respective downside threshold level, as applicable, of any underlying will result in no contingent monthly coupon payments or a significant loss of your investment, as applicable, even if one or both of the other underlyings have appreciated or have not declined as much. Investors will not participate in any appreciation of any underlying. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.

All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

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

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

(3)See “Use of proceeds and hedging” on page 34.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 12.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

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

As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

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

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Investment Summary

Contingent Income Auto-Callable Securities

Principal at Risk Securities

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP (the “securities”) do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon at an annual rate of at least 43.00% but only if the determination closing price of each underlying is at or above 70% of its respective initial price, which we refer to as the respective coupon threshold level, on the related observation date. The actual contingent monthly coupon rate will be determined on the pricing date. If the determination closing price of any underlying is less than its respective coupon threshold level on any observation date, we will pay no coupon for the related monthly period. It is possible that the determination closing price of one or more underlyings will remain below the respective coupon threshold levels for extended periods of time or even throughout the entire 2.5-year term of the securities so that you will receive few or no contingent monthly coupons during the entire term of the securities. We refer to these coupons as contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date. Even if all of the underlyings were to be at or above the respective coupon threshold levels on some monthly observation dates, one or more underlyings may fluctuate below the respective coupon threshold level(s) on others. In addition, if the securities have not been automatically called prior to maturity and the final price of any underlying is less than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying on a 1-to-1 basis, and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent monthly payments throughout the entire 2.5-year term of the securities.

February 2023 Page 3

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security on the pricing date will be approximately $938.00, or within $25.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

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

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

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

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

February 2023 Page 4

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Key Investment Rationale

The securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each underlying is at or above its respective coupon threshold level on the related observation date. The securities have been designed for investors who are willing to forgo market floating interest rates and risk the loss of principal and accept the risk of receiving few or no coupon payments for the entire 2.5-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if all of the underlyings close at or above the respective coupon threshold levels on each monthly observation date, unless the securities are redeemed early. The following scenarios are for illustration purposes only to demonstrate how the coupon and the payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed, the contingent coupon may be payable in none of, or some but not all of, the monthly periods during the 2.5-year term of the securities, and the payment at maturity may be less than 50% of the stated principal amount of the securities and may be zero.

February 2023 Page 5

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

February 2023 Page 6

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing prices on each monthly observation date, (2) the determination closing prices on each monthly redemption determination date (beginning after three months) and (3) the final prices. Please see “Hypothetical Examples” below for an illustration of hypothetical payouts on the securities.

Diagram #1: Contingent Monthly Coupons (Beginning on the First Coupon Payment Date until Early Redemption or Maturity)

Diagram #2: Automatic Early Redemption

February 2023 Page 7

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Diagram #3: Payment at Maturity if No Automatic Early Redemption Occurs

For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” below.

February 2023 Page 8

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an observation date and how to calculate the payment at maturity, if any, assuming the securities are not redeemed prior to maturity. The following examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be determined by reference to the determination closing price of each underlying on each monthly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the final price of each underlying on the final observation date. The actual initial price, coupon threshold level and downside threshold level for each underlying will be determined on the pricing date. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the following terms:

1 The actual contingent monthly coupon will be an amount determined by the calculation agent based on the actual contingent monthly coupon rate and the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent monthly coupon of $35.833 is used in these examples for ease of analysis.

How to determine whether a contingent monthly coupon is payable with respect to an observation date:

On hypothetical observation date 1, each of the underlyings closes at or above its respective coupon threshold level. Therefore, a hypothetical contingent monthly coupon of $35.833 is paid on the relevant coupon payment date.

February 2023 Page 9

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

On each of hypothetical observation dates 2 and 3, at least one underlying closes at or above its respective coupon threshold level, but one or more of the other underlyings close below the respective coupon threshold level(s). Therefore, no contingent monthly coupon is paid on the relevant coupon payment date.

On hypothetical observation date 4, each of the underlyings closes below its respective coupon threshold level, and accordingly no contingent monthly coupon is paid on the relevant coupon payment date.

You will not receive a contingent monthly coupon on any coupon payment date if the determination closing price of any underlying is below its respective coupon threshold level on the related observation date.

How to calculate the payment at maturity (if the securities have not been automatically redeemed):

Beginning after three months, if the final price of each underlying is greater than or equal to its initial price on any monthly redemption determination date, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount for each security plus the contingent monthly coupon with respect to the related observation date. In the following examples, one or more underlyings close below the respective initial price(s) on each redemption determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

In examples 1 and 2, the final price(s) of one or two of the underlyings are at or above the respective downside threshold level(s), but the final price(s) of one or both of the other underlyings are below the respective downside threshold level(s). Therefore, investors are exposed to the downside performance of the worst performing underlying at maturity and receive at maturity an amount equal to the stated principal amount multiplied by the underlying performance factor of the worst performing underlying. Moreover, investors do not receive any contingent monthly coupon for the final monthly period.

February 2023 Page 10

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Similarly, in examples 3 and 4, the final prices of all of the underlyings are below the respective downside threshold levels, and investors receive at maturity an amount equal to the stated principal amount multiplied by the underlying performance factor of the worst performing underlying. In example 3, the AMZN Stock has declined 65% from its initial price to its final price, the MSFT Stock has declined 80% from its initial price to its final price and the UNG Units have declined 75% from the initial price to the final price. Therefore, the payment at maturity equals the stated principal amount multiplied by the underlying performance factor of the MSFT Stock, which represents the worst performing underlying in this example. In example 4, the AMZN Stock has declined 65% from its initial price to its final price, the MSFT Stock has declined 70% from its initial price to its final price and the UNG Units have declined 80% from the initial price to the final price. Therefore, the payment at maturity equals the stated principal amount multiplied by the underlying performance factor of the UNG Units, which represent the worst performing underlying in this example. Moreover, investors do not receive the contingent monthly coupon for the final monthly period.

In example 5, the final price of each underlying is at or above its respective downside threshold level and coupon threshold level. Therefore, investors receive at maturity the stated principal amount of the securities plus the contingent monthly coupon with respect to the final observation date. However, investors do not participate in any appreciation of any of the underlyings.

If the securities are not redeemed prior to maturity and the final price of ANY underlying is below its respective downside threshold level, you will be exposed to the downside performance of the worst performing underlying at maturity, and your payment at maturity will be less than 50% of the stated principal amount per security and could be zero.

February 2023 Page 11

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Risk Factors

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

Risks Relating to an Investment in the Securities

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

￭The securities do not provide for the regular payment of interest and may pay no interest over the entire term of the securities. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each underlying is at or above 70% of its respective initial price, which we refer to as the respective coupon threshold level, on the related observation date. If, on the other hand, the determination closing price of any underlying is less than its respective coupon threshold level on the relevant observation date for any interest period, we will pay no coupon on the applicable coupon payment date. It is possible that the determination closing price(s) of one or more underlyings could remain below the respective coupon threshold level(s) for extended periods of time or even throughout the entire 2.5-year term of the securities so that you will receive few or no contingent monthly coupons. If you do not earn sufficient contingent coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.

￭The contingent coupon, if any, is based only on the determination closing prices of the underlyings on the related monthly observation date at the end of the related interest period. Whether the contingent coupon will be paid on any coupon payment date will be determined at the end of the relevant interest period based on the determination closing price of each underlying on the relevant monthly observation date. As a result, you will not know whether you will receive the contingent coupon on any coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the price of each underlying on monthly observation dates, if the determination closing price of any underlying on any observation date is below the respective coupon threshold level, you will receive no coupon for the related interest period, even if the price(s) of one or more of the underlyings were higher on other days during that interest period.

￭Investors will not participate in any appreciation in the price of any underlying. Investors will not participate in any appreciation in the price of any underlying from its initial price, and the return on the securities will be limited to the contingent monthly coupon, if any, that is paid with respect to each observation date on which all determination closing prices are greater than or equal to the respective coupon threshold levels, if any.

￭The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the prices of the underlyings on any day, including in relation to the respective coupon threshold levels and downside threshold levels, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

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

owhether the determination closing price of any underlying has been below its respective coupon threshold level on any observation date,

odividend rates on the AMZN Stock and MSFT Stock,

February 2023 Page 12

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlyings and which may affect the prices of the underlyings,

othe time remaining until the securities mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

othe occurrence of certain events affecting the underlyings that may or may not require an adjustment to the adjustment factor, and

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

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

The prices of the underlyings may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. The price of one or more of the underlyings may decrease and close below the respective coupon threshold level(s) on each observation date so that you will receive no return on your investment, and the price of one or more underlyings may decrease and close below the respective downside threshold level on the final observation date so that you receive a payment at maturity that is less than 50% of the stated principal amount. There can be no assurance that the determination closing prices of all of the underlyings will be at or above the respective coupon threshold levels on any observation date so that you will receive a coupon payment on the securities for the applicable interest period, or, with respect to the final observation date, that the closing prices of all of the underlyings will be at or above the respective downside threshold levels so that you do not suffer a significant loss on your initial investment in the securities. See “Amazon.com, Inc. Overview,” “Microsoft Corporation Overview” and “United States Natural Gas Fund, LP Overview” below.

￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities on each coupon payment date, upon automatic redemption and at maturity and therefore you are subject to our credit risk. The securities are not guaranteed by any other entity. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

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

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

￭Investing in the securities is not equivalent to investing in any of the underlyings. Investors in the securities will not participate in any appreciation in the underlyings, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlyings. As a result, any return on the securities will not reflect the

February 2023 Page 13

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

return you would realize if you actually owned shares of the AMZN Stock or the MSFT Stock and received the dividends paid or distributions made on them. Similarly, an investment in the securities does not constitute an investment in commodity futures contracts, options on futures contracts or a collective investment vehicle that trades in these futures contracts.

￭The securities will not be listed on any securities exchange and secondary trading may be limited, and accordingly, you should be willing to hold your securities for the entire 2.5-year term of the securities. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

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

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

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

￭Hedging and trading activity by our affiliates could potentially affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlyings), including trading in the underlyings. Some of our affiliates also trade the underlyings and other financial instruments related to the underlyings on a regular basis as part of their general broker-dealer and other businesses. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the final observation date approaches. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial price of an underlying, and, therefore, could increase (i) the price at or above which such underlying must close on the redemption determination dates so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlyings), (ii), the coupon threshold level for such underlying, which is the price at or above

February 2023 Page 14

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

which such underlying must close on the observation dates so that you receive a contingent monthly coupon on the securities (depending also on the performance of the other underlyings), and (iii) the downside threshold level for such underlying, which is the price at or above which such underlying must close on the final observation date, so that you are not exposed to the negative performance of the worst performing underlying at maturity (depending also on the performance of the other underlyings). Additionally, such hedging or trading activities during the term of the securities could potentially affect the price of any underlying on the redemption determination dates and the observation dates, and, accordingly, whether we redeem the securities prior to maturity, whether we pay a contingent monthly coupon on the securities and the amount of cash you will receive at maturity, if any (depending also on the performance of the other underlyings).

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial prices, the coupon threshold levels and the downside threshold levels, the final prices, the payment at maturity, if any, whether you receive a contingent monthly coupon on each coupon payment date and/or at maturity, whether the securities will be redeemed on any early redemption date, whether a market disruption event has occurred and whether to make any adjustments to the adjustment factors. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and certain adjustments to the adjustment factors or calculation of a determination closing price in the event of a market disruption event. These potentially subjective determinations may affect the payout to you upon an automatic early redemption or at maturity, if any. For further information regarding these types of determinations, see “Description of Auto-Callable Securities—Auto-Callable Securities Linked to Underlying Shares” and “—Calculation Agent and Calculations” and related definitions in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects of the tax treatment of the securities are uncertain.

Please read the discussion under “Additional Information—Tax considerations” in this document concerning the U.S. federal income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you at the time received or accrued, in accordance with your regular method of tax accounting. Under this treatment, the ordinary income treatment of the coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to limitations. We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the timing and character of income or loss on the securities might differ significantly from the tax treatment described herein. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders (as defined below) would be required to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the time of issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent payments on the securities) and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.

Non-U.S. Holders (as defined below) should note that we currently intend to withhold on any coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate specified by an applicable income tax treaty under an “other income” or similar provision, and will not be required to pay any additional amounts with respect to amounts withheld.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of which for holders of the securities are the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative

February 2023 Page 15

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlyings

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

￭No affiliation with Amazon.com, Inc. or Microsoft Corporation. Amazon.com, Inc. and Microsoft Corporation are not affiliates of ours, are not involved with this offering in any way, and have no obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have not made any due diligence inquiry with respect to Amazon.com, Inc. or Microsoft Corporation in connection with this offering.

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

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

￭The performance of the UNG Units may not fully replicate the performance of the price of natural gas. United States Commodity Funds, LLC (USCF), the general partner of the United States Natural Gas Fund, LP, is responsible for investing the assets of the United States Natural Gas Fund, LP in accordance with the objectives and policies of the United States Natural Gas Fund, LP. The assets of the United States Natural Gas Fund, LP consist primarily of investments in futures contracts for natural gas that are traded on the New York Mercantile Exchange, ICE Futures or other U.S. and foreign exchanges (collectively, “natural gas futures contracts”) and, to a lesser extent, other types of natural gas-related investments connected to crude oil, gasoline and other petroleum-based fuels (collectively, “other natural gas interests” and together with natural gas futures contracts, “natural gas interests”). The United States Natural Gas Fund, LP seeks to achieve its investment objective by investing in natural gas interests such that changes in the net asset value of the United States Natural Gas Fund, LP will closely track the changes in the price of a specified natural gas futures contract (the “benchmark natural gas futures contract”). USCF believes that the benchmark natural gas futures contract has historically exhibited a close correlation with the spot price of natural gas. There is no assurance that USCF will successfully implement its investment strategy and there is a

February 2023 Page 16

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

risk that changes in the price of the UNG Units will not closely track changes in the spot price of natural gas. This could happen if the price of the UNG Units does not correlate closely with the United States Natural Gas Fund, LP’s net asset value, the changes in the United States Natural Gas Fund, LP’s net asset value do not closely correlate with changes in the price of the benchmark natural gas futures contract or the changes in the price of the benchmark natural gas futures contract do not closely correlate with changes in the cash or spot price of natural gas oil.

￭There are risks associated with investing in securities with concentration in energy commodities. Market prices of the commodities and commodity futures contracts comprising the United States Natural Gas Fund, LP tend to be highly volatile. Commodity market prices are not related to the value of a future income or earnings stream, as tends to be the case with equity investments, but are subject to rapid fluctuations based on numerous factors, including:

ochanges in supply and demand relationships;

ogovernmental programs and policies;

onational and international monetary, trade, political and economic events;

ochanges in interest and exchange rates;

ospeculation and trading activities in commodities and related contracts;

odrought, floods and weather; and

oagricultural, trade, fiscal and exchange control policies, embargoes and tariffs.

The prices of exchange-traded futures contracts related to natural gas are subject to the risks and hazards inherent in the natural gas industry, which can cause prices to widely fluctuate. The cost of drilling, completing and operating wells for natural gas is uncertain, and a number of factors can delay or prevent drilling operations or production. In the event of sudden disruptions in the supplies of energy commodities, such as those caused by war, natural events, accidents, acts of terrorism or cyberattacks, prices of energy commodities futures contracts could become extremely volatile and unpredictable. Also, sudden and dramatic changes in the futures market may occur, for example, upon a cessation of hostilities that may exist in countries producing energy commodities, the introduction of new or previously withheld supplies into the market or the introduction of substitute products or commodities.

Natural gas supply levels can be affected by factors that reduce available supplies, such as natural disasters, disruptions in competitors’ operations or unexpected unavailability of distribution channels that may disrupt supplies. Technological change can also alter the relative costs for companies in the natural gas industry to find, produce and transport natural gas, which in turn may affect the supply of and demand for natural gas.

Demand for refined petroleum products by consumers, as well as the agricultural, manufacturing and transportation industries, affects the price of energy commodities. Demand for energy commodities is generally linked to economic activity and will tend to reflect general economic conditions. Additionally, demand for energy commodities may be reduced as a result of increases in energy efficiency, substitution and energy conservation.

These factors may have a larger impact on commodity prices and commodity linked instruments than on traditional equity securities. These variables may create additional investment risks that cause the value of the securities to be more volatile than the values of traditional securities. These and other factors may affect the price of the UNG Units, and thus the value of the securities, in unpredictable or unanticipated ways.

￭The United States Natural Gas Fund, LP may be more volatile and more susceptible to price fluctuations than an index or fund that provides broad commodity exposure. The United States Natural Gas Fund, LP primarily invests in contracts only on natural gas, in contrast to an index or fund that comprises contracts on natural gas and non-natural gas commodities. As a result, price volatility in the contracts held by the United States Natural Gas Fund, LP will likely have a greater impact on the United States Natural Gas Fund, LP than it would on an index or fund with broad commodity exposure. Furthermore, because the United States Natural Gas Fund, LP excludes many market sectors composing the broader commodity markets, the United States Natural Gas Fund, LP is less representative of the economy and commodity markets as a whole and is therefore potentially more volatile than, and not a benchmark for, commodity market performance generally.

￭Legal and regulatory changes could adversely affect the return on and value of the securities. Futures contracts and options on futures contracts, including those related to energy commodities, are subject to extensive statutes, regulations, and margin requirements. The Commodity Futures Trading Commission, commonly referred to as the “CFTC,” and the exchanges on which such futures contracts trade, are authorized to take extraordinary actions in the event of a market emergency,

February 2023 Page 17

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. Furthermore, certain exchanges have regulations that limit the amount of fluctuations in futures contract prices that may occur during a single five-minute trading period. These limits could adversely affect the market prices of relevant futures and options contracts and forward contracts.

The regulation of commodity transactions in the U.S. is subject to ongoing modification by government and judicial action. In addition, various non-U.S. governments have expressed concern regarding the disruptive effects of speculative trading in the commodity markets and the need to regulate the derivative markets in general. The effect on the value of the securities of any future regulatory change is impossible to predict, but could be substantial and adverse to the interests of holders of the securities.

February 2023 Page 18

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Amazon.com, Inc. Overview

Amazon.com, Inc. offers electronic retail services to consumer customers, seller customers and developer customers. The AMZN Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by Amazon.com, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 000-22513 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Amazon.com, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the AMZN Stock is accurate or complete.

Information as of market close on February 3, 2023:

The following table sets forth the published high and low closing prices of, as well as dividends on, the AMZN Stock for each quarter from January 1, 2020 through February 3, 2023. The closing price of the AMZN Stock on February 3, 2023 was $103.39. The associated graph shows the closing prices of the AMZN Stock for each day from January 1, 2018 through February 3, 2023. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the AMZN Stock may have been adjusted for stock splits and other corporate events. The historical performance of the AMZN Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the AMZN Stock at any time, including on the redemption determination dates or the observation dates.

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

February 2023 Page 19

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

*The red solid line indicates the downside threshold level, which is 50% of the initial price, and the black solid line indicates the coupon threshold level, which is 70% of the initial price.

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

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

February 2023 Page 20

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Microsoft Corporation Overview

Microsoft Corporation develops, licenses and supports a range of software products and services, designs, manufactures and sells devices and delivers online advertising to a global customer audience. The MSFT Stock is registered under Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Microsoft Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-37845 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Microsoft Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the MSFT Stock is accurate or complete.

Information as of market close on February 3, 2023:

The following table sets forth the published high and low closing prices of, as well as dividends on, the common stock of Microsoft Corporation for each quarter from January 1, 2020 through February 3, 2023. The closing price of the MSFT Stock on February 3, 2023 was $258.35. The associated graph shows the closing prices of the common stock of Microsoft Corporation for each day from January 1, 2018 through February 3, 2023. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the MSFT Stock may have been adjusted for stock splits and other corporate events. The historical performance of the MSFT Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the MSFT Stock at any time, including on the redemption determination dates or the observation dates.

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

February 2023 Page 21

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

*The red solid line indicates the downside threshold level, which is 50% of the initial price, and the black solid line indicates the coupon threshold level, which is 70% of the initial price.

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

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

February 2023 Page 22

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

United States Natural Gas Fund, LP Overview

The United States Natural Gas Fund, LP is a Delaware limited partnership organized in 2006. The United States Natural Gas Fund, LP is a commodity pool that issues limited partnership interests, or units, which are traded on the NYSE Arca, Inc. The net assets of the United States Natural Gas Fund, LP consist primarily of investments in futures contracts for natural gas. Its investment objective is to have the changes in percentage terms of the units’ net asset value reflect the changes in percentage terms of the price of natural gas, as measured by the daily changes in the price of the futures contract on natural gas as traded on the New York Mercantile Exchange. The UNG Units are registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by the United States Natural Gas Fund, LP pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-33096 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the United States Natural Gas Fund, LP may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the United States Natural Gas Fund, LP is accurate or complete.

Information as of market close on February 3, 2023:

The following graph sets forth the daily closing prices of the UNG Units for the period from January 1, 2018 through February 3, 2023. The related table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the UNG Units for each quarter for the period from January 1, 2018 through February 3, 2023. The closing price of the UNG Units on February 3, 2023 was $8.19. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The UNG Units have at times experienced periods of high volatility, and you should not take the historical prices of the UNG Units as an indication of future performance, including on the redemption determination dates or the observation dates.

February 2023 Page 23

February 2023 Page 24

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

Additional Terms of the Securities

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

February 2023 Page 25

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

February 2023 Page 26

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due August 12, 2025, with 3-Month Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the United States Natural Gas Fund, LP

Principal at Risk Securities

February 2023 Page 27