Form 424B2 MORGAN STANLEY

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May
2022

Preliminary
Pricing Supplement No. W-36

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

Dated
May 13, 2022

Filed
pursuant to Rule 424(b)(2)

Morgan
Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Put Warrants Due May 22, 2024 Based on the Value of
the Least-Favorable Performing of the Invesco QQQ Trust^SM, Series 1 and the SPDR^® S&P 500^® ETF
Trust

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Warrants

The put warrants (the “warrants”) are European-style cash-settled
put warrants issued by Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.
The warrants are based on the inverse performance of the least-favorable performing of the Invesco QQQ Trust^SM, Series 1 (the
“QQQ shares”) and the SPDR^® S&P 500^® ETF Trust (the “SPY shares” and, together
with the QQQ shares, the “underlyings”), meaning that investors in the warrants are taking the view that both underlyings
will decline in value over the term of the warrants, as described below. Accordingly, the payment at maturity on the warrants will be
based on the performance of the least-favorable performing of the QQQ shares and the SPY shares, depending on which underlying has depreciated
the least or appreciated the most and therefore has the lower inverse share percent change. The warrants provide the opportunity to gain
inverse exposure to the performance of the least-favorable performing of the QQQ shares and the SPY shares, as follows: if the final
share price of each underlying is less than 95% of the respective initial share price, which we refer to as the respective strike
price, the warrants will be automatically exercised on the expiration date, and we will pay a cash settlement amount on the cash settlement
date equal to the product of (i) the notional amount and (ii) the inverse share percent change of the least-favorable performing underlying,
subject to the maximum cash settlement amount. If the final share price of either underlying is greater than or equal to the respective
strike price, the warrants will not be exercised and will expire worthless on the expiration date. The warrants may not be exercised
by either you or us prior to the expiration date. The warrants are highly risky and involve risks not associated with an investment
in conventional securities. If the price of each underlying does not decline below the respective strike price, you will lose your entire
investment in the warrants. In addition, even if the price of each underlying has decreased to below the respective strike price, if
the final share price of the least-favorable performing underlying is not sufficiently less than the respective strike price to offset
the warrant premium percentage, you will lose a portion of your initial investment. In order to receive a positive return on your investment,
the final share price of each underlying must be less than the respective strike price by a percentage greater than the warrant premium
percentage. There is no minimum payment on the warrants. Accordingly, you may lose some or all of your initial investment in the warrants.
The warrants are for investors who are willing to risk their invested premium in exchange for the opportunity to gain leveraged returns
for any depreciation of the least-favorable performing underlying beyond the respective strike price when the warrants are automatically
exercised on the expiration date. You will not be able to purchase the warrants unless you have an options-approved brokerage account.
The warrants are issued as part of MSFL’s Series A Global Warrants 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 warrants 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.

You must have an options-approved brokerage account in order to
purchase the warrants and you must be experienced with respect to options and option transactions.

The warrants are highly risky and involve risks not associated with
an investment in conventional securities. If the final share price of either underlying is greater than or equal to the respective strike
price, you will lose all of your investment in the warrants. See “Risk Factors” beginning on PS-10.

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

The warrants 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 prospectus
supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. You should read the more detailed
description of the warrants in this pricing supplement. In particular, you should review and understand the descriptions in “Summary
of Pricing Supplement” and “Description of the Warrants.”

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.

Prospectus
Supplement dated November 16, 2020         Index Supplement dated November 16, 2020

Prospectus
dated November 16, 2020

SUMMARY
OF PRICING SUPPLEMENT

The following summary describes the warrants
in general terms only. You should read the summary together with the more-detailed information that is contained in the rest of this pricing
supplement and in the accompanying index supplement, prospectus supplement and prospectus. You should carefully consider, among other
things, the matters set forth in “Risk Factors” below.

The Put Warrants Due May 22, 2024 Based on the
Value of the Least-Favorable Performing of the Invesco QQQ Trust^SM, Series 1 and the SPDR^® S&P 500^®
ETF Trust, which we refer to as the warrants, are European-style cash-settled put warrants. The warrants provide the opportunity
to gain inverse exposure to the performance of the least-favorable performing of the QQQ Trust^SM, Series 1 and the SPDR^®
S&P 500^® ETF Trust as follows: if the final share price of each underlying is less than 95% of the initial share
price, which we refer to as the strike price, the warrants will be automatically exercised on the expiration date, and we will pay a cash
settlement amount on the cash settlement date equal to the product of (i) the notional amount and (ii) the inverse share percent change
of the least-favorable performing underlying, subject to the maximum cash settlement amount. If the final share price of either underlying
is equal to or greater than the respective strike price, the warrants will not be exercised and will expire worthless on the expiration
date. The warrants may not be exercised by either you or us prior to the expiration date. The warrants are highly risky and involve
risks not associated with an investment in conventional securities. If the price of each underlying does not decline below the respective
strike price, you will lose your entire investment in the warrants. In addition, even if the price of each underlying has decreased to
below the respective strike price, if the final share price of either underlying is not sufficiently less than the respective strike price
to offset the warrant premium percentage, you will lose a portion of your initial investment. In order to receive a positive return on
your investment, the final share price of each underlying must be less than the respective strike price by a percentage greater than the
warrant premium percentage. There is no minimum payment on the warrants. Accordingly, you may lose some or all of your initial investment
in the warrants. The warrants are for investors who are willing to risk their invested premium in exchange for the opportunity to
gain leveraged returns for any depreciation of the least-favorable performing underlying beyond the respective strike price when the warrants
are automatically exercised on the expiration date. You will not be able to purchase the warrants unless you have an options-approved
brokerage account. All payments are subject to our credit risk.

HYPOTHETICAL PAYOUTS ON THE WARRANTS

The following examples and table illustrate
the calculation of the cash settlement amount on the warrants payable at expiration over a range of hypothetical final share prices and
resulting inverse share percent changes, as determined on the expiration date. The hypothetical cash settlement amounts set forth below
are for illustrative purposes only. The actual cash settlement amount payable on the cash settlement date will be determined based on
the performance of the underlyings, as determined on the expiration date. The numbers appearing in the following tables and examples may
have been rounded for ease of analysis.

The examples and table are based on the following
terms:

Example 1: The final share
price of each underlying is less than its respective strike price, but the least-favorable performing underlying depreciates only 10%
from its initial share price, which does not fully offset the warrant premium percentage, and therefore results in a loss of a portion
of your initial investment.

from its initial share price, it does
not depreciate enough to fully offset the warrant premium percentage, and therefore, results in a loss of a portion of your initial investment.

Accordingly, if the inverse share percent change
of the least-favorable performing underlying is positive but less than the warrant premium percentage (meaning that the final share price
is not sufficiently less than the respective strike price to offset the warrant premium percentage), you will receive a cash settlement
amount that is less than the premium amount and, therefore, you will lose a portion of your initial investment in the warrants.

Example 2: The final share
price of each underlying is less than its respective strike price, with the least-favorable performing underlying depreciating 13.65%
from its initial share price, which offsets the warrant premium percentage but does not result in a positive return.

Therefore, on the cash settlement date, you will
receive $86.50 for each $86.50 warrant (a 0.00% total return). In this example, while the least-favorable performing underlying depreciates
13.65% from its initial share price, it depreciates only enough to offset the warrant premium percentage. Therefore, you receive
a 0% return on your initial investment.

Example 3: The final share
price for each underlying is less than its respective strike price, and the least-favorable performing underlying depreciates enough to
result in a positive return upon exercise of the warrants.

Example 4: The final share
price of each underlying is less than its respective strike price, and the least-favorable performing underlying depreciates 50% resulting
in a positive return upon exercise of the warrants.

Example 5: The final
share price of each underlying is greater than its respective initial share price, and the least-favorable performing underlying appreciates
15%. The warrants are not exercised and expire worthless.

Accordingly, if the inverse share percent change
of either underlying is less than 5% (meaning that the final share price of either underlying is equal to or greater than the strike price),
you will lose all of your initial investment in the warrants.

Example 6: The final share
price of one underlying depreciates 20% from its initial share price while the final share price of the other underlying depreciates 3%
from its initial share price. Although both underlyings have depreciated, because the least-favorable performing underlying has not depreciated
by at least 5% from its initial share price, the warrants are not exercised and expire worthless.

Accordingly,
if the inverse share percent change of either underlying is less than 5% (meaning that the final share price of either underlying is
equal to or greater than the strike price), you will lose all of your initial investment in the warrants.

Cash
Settlement Amount on the Expiration Date

*All cash
settlement amounts due upon exercise of the warrants are subject to the maximum cash settlement amount of $300 per warrant.

RISK FACTORS

The warrants are unsecured contractual obligations
of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The warrants do not
guarantee the return of any of the invested premium. Investing in the warrants involves a high degree of risk and is not equivalent to
investing in, or taking a direct short position in, the underlyings or the securities composing the share underlying indices. This section
describes the material risks relating to the warrants. For a further discussion of risk factors, please see the accompanying index supplement,
prospectus supplement and prospectus. You should carefully consider whether the warrants are suited to your particular circumstances before
you decide to purchase them.

Risks Relating to an Investment in the Warrants

DESCRIPTION OF THE WARRANTS

Terms used but not defined herein have the meanings given to such terms
in the accompanying prospectus supplement. The term “Warrant” refers to each $86.50 Premium Amount of our Put Warrants Due
May 22, 2024 Based on the Value of the Least-Favorable Performing of the Invesco QQQ Trust^SM, Series 1 and the SPDR^®
S&P 500^® ETF Trust.

(i) if the Final Share Price of each
Underlying is less than its respective Strike Price, the Warrants will be automatically exercised on the Expiration Date. On the Cash
Settlement Date, we will pay with respect to the $86.50 Premium Amount of each Warrant an amount in cash equal to the product of (x) the
Notional Amount and (y) the Inverse Share Percent Change of the Least-Favorable Performing Underlying, subject to the Maximum Cash Settlement
Amount, or

(ii) if the Final
Share Price of either Underlying is greater than or equal to its respective Strike Price, which is equal to 95% of its respective Initial
Share Price, the Warrants will expire worthless and the Cash Settlement Amount will be $0.

We shall, or shall cause the Calculation
Agent to, (i) provide written notice to the Warrant Agent and to The Depository Trust Company, which we refer to as DTC, of the amount
of cash to be delivered with respect to the $86.50 Premium Amount of each Warrant, on or prior to 10:30 a.m. (New York City time) on the
Business Day preceding the Cash Settlement Date, and (ii) deliver the aggregate cash amount due, if any, with respect to the Warrants
to the Warrant Agent for delivery to DTC, as holder of the Warrants, on or prior to the Cash Settlement Date. We expect such amount of
cash will be distributed to investors on the Cash Settlement Date in accordance with the standard rules and procedures of DTC and its
direct and indirect participants. See “—Book Entry Security or Certificated Security” below, and see “Forms of
Securities—The Depositary” in the accompanying prospectus.

(i) if such Underlying (or any such other
security) is listed on a national securities exchange (other than the Nasdaq), the last reported sale price, regular way, of the principal
trading session on such day on the principal national securities exchange registered under the Securities Exchange Act of 1934, as amended,
on which such Underlying (or any such other security) is listed,

(ii) if such Underlying (or any such
other security) is securities of the Nasdaq, the official closing price of such Underlying published by the Nasdaq on such day, or

(iii) if such Underlying (or any such other security) is
not listed on any national securities exchange but is included in the OTC Bulletin Board Service (the “OTC Bulletin Board”)
operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the last reported sale price of the principal trading
session on the OTC Bulletin Board on such day for such Underlying.

If such Underlying (or any such other
security) is listed on any national securities exchange but the last reported sale price or the official closing price published by such
exchange, or by the Nasdaq, as applicable, is not available pursuant to the preceding sentence, then the Closing Price for one share of
such Underlying (or one unit of any such other security) on any Trading Day will mean the last reported sale price of the principal trading
session on the over-the-counter market as reported on the Nasdaq or the OTC Bulletin Board on such day. If a Market Disruption Event (as
defined below) occurs with respect to either of the Underlyings (or any such other security) or the last reported sale price or the official
closing price published by the Nasdaq, as applicable, for such Underlying (or any such other security) is not available pursuant to either
of the two preceding sentences, then the Closing Price for any Trading Day will be the mean, as determined by the Calculation Agent, of
the bid prices for such Underlying (or any such other security) for such Trading Day obtained from as many recognized dealers in such
Underlying, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of Morgan Stanley and Co. LLC
and its successors (“MS &Co.”) or any of its affiliates may be included in the calculation of such mean, but only to the
extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third-party dealers, such Closing
Price will be determined by the Calculation Agent in its sole and absolute discretion (acting in good faith) taking into account any information
that it deems relevant. The term “OTC Bulletin Board Service” will include any successor service thereto, or, if applicable,
the OTC Reporting Facility operated by FINRA. See “Discontinuance of the Underlyings and/or the Share Underlying Indices; Alteration
of Method of Calculation” below.

If a Market Disruption
Event with respect to either Underlying occurs on the scheduled Expiration Date, or if the Expiration Date

is not a Trading
Day with respect to either Underlying, the Closing Price for such Underlying for such date shall be determined on the immediately succeeding
Trading Day on which no Market Disruption Event shall have occurred with respect to such affected Underlying; provided that the
Final Share Price for any affected Underlying shall not be determined on a date later than the fifth scheduled Trading Day after the scheduled
Expiration Date, and if such date is not a Trading Day or if there is a Market Disruption Event with respect to the affected Underlying
on such date, the Calculation Agent shall determine the Closing Price of such Underlying on such date using the method described in the
third, fourth and fifth sentences of “Closing Price” above.

If such Underlying is subject to a
stock split or reverse stock split, then once such split has become effective, the Adjustment Factor for such Underlying shall be adjusted
by the Calculation Agent to equal the product of the prior Adjustment Factor and the number of shares issued in such stock split or reverse
stock split with respect to one share of such Underlying.

No adjustment to an Adjustment Factor
pursuant to the paragraph above shall be required unless such adjustment would require a change of at least 0.1% in the amount being adjusted
as then in effect. Any number so adjusted shall be rounded to the nearest one hundred-thousandth with five one-millionths being rounded
upward.

The Calculation Agent shall be solely
responsible for the determination and calculation of any adjustments to the Adjustment Factors or method of calculating the Adjustment
Factors and of any related determinations, and its determinations and calculations with respect thereto shall be conclusive in the absence
of manifest error.

Book Entry Security
or

All determinations made by the Calculation
Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes
and binding on you, the Warrant Agent and us.

All calculations with respect to the
Cash Settlement Amount, if any, will be made by the Calculation Agent and will be rounded to the nearest one hundred-thousandth, with
five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination of the amount
of cash payable per Warrant, if any, will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g.,
.76545 would be rounded up to .7655); and all dollar amounts paid, if any, on the aggregate number of Warrants will be rounded to the
nearest cent, with one-half cent rounded upward.

Because the Calculation Agent is our
affiliate, the economic interests of the Calculation Agent and its affiliates may be adverse to your interests as an investor in the Warrants,
including with respect to certain determinations and judgments that the Calculation Agent must make in determining the Final Share Price.
See “—Discontinuance of the Underlyings and/or the Share Underlying Indices; Alteration of Method of Calculation” below.
MS & Co. is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.

(i)       the
occurrence or existence of any of:

(a) a suspension, absence or material
limitation of trading of such Underlying on the primary market for such Underlying for more than two hours of trading or during the one-half
hour period preceding the close of the principal trading session in such market; or a breakdown or failure in the price and trade reporting
systems of the primary market for such Underlying as a result of which the reported trading prices for such Underlying during the last
one-half hour preceding the close of the principal trading session in such market are materially inaccurate; or the suspension, absence
or material limitation of trading on the primary market for trading in futures or options contracts related to such Underlying, if available,
during the one-half hour period preceding the close of the principal trading session in the applicable market, in each case as determined
by the Calculation Agent in its sole discretion, or

(b) a suspension, absence or material limitation of trading
of stocks then constituting 20 percent or more of the value of the Share Underlying Index for such Underlying on the Relevant Exchange(s)
for such securities for more than two hours of trading or during the one-half hour period preceding the close of the principal trading
session on such Relevant Exchange(s), in each case as determined by the Calculation Agent in its sole discretion, or

(c) the suspension, material limitation
or absence of trading on any major U.S. securities market for trading in futures or options contracts related to the Share Underlying
Index for such Underlying for more than two hours of trading or during the one-half hour period preceding the close of the principal trading
session on such market,

in each case, as determined by the Calculation
Agent in its sole discretion; and

(ii) a determination by the Calculation
Agent in its sole discretion that any event described in clause (i) above materially interfered with our ability or the ability of any
of our affiliates to unwind or adjust all or a material portion of the hedge position with respect to the Warrants.

For the purpose of determining whether
a Market Disruption Event exists at any time, if trading in a security included in the Share Underlying Index for an Underlying is materially
suspended or materially limited at that time, then the relevant percentage contribution of that security to the level of the Share Underlying
Index for such Underlying will be based on a comparison of (x) the portion of the level of the Share Underlying Index for such Underlying
attributable to that security relative to (y) the overall level of the Share Underlying Index for such Underlying, in each case immediately
before that suspension or limitation.

For the purpose of determining whether
a Market Disruption Event has occurred with respect to an Underlying: (1) a limitation on the hours or number of days of trading will
not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Relevant Exchange
or market, (2) a decision to permanently discontinue trading in the futures or options contract related to the Share Underlying Index
for an Underlying or an Underlying will not constitute a Market Disruption Event, (3) a suspension of trading in futures or options contracts
on the Share Underlying Index for an Underlying or an Underlying by the primary securities market trading in such contracts by reason
of (a) a price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts
or (c) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence or material limitation of trading
in futures or options contracts related to the Share Underlying Index for an Underlying or an Underlying and (4) a “suspension,
absence or material limitation of trading” on any Relevant Exchange or on the primary market on which futures or options contracts
related to the Share Underlying Index for an Underlying or an Underlying are traded will not include any time when such securities market
is itself closed for trading under ordinary circumstances.

If, subsequent to a Discontinuance
or Liquidation Event, the relevant Share Underlying Index Publisher discontinues publication of the Share Underlying Index for such Underlying
and the relevant Share Underlying Index Publisher or another entity (including MS & Co.) publishes a successor or substitute index
that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued the Share Underlying Index for such
Underlying (such index being referred to herein as a “Successor Index”), then any subsequent Closing Price for such Underlying
on any Trading Day following a Discontinuance or Liquidation Event will be determined by reference to the published value of such Successor
Index at the regular weekday

close of trading on such Trading Day,
and, to the extent the value of the Successor Index differs from the value of the Share Underlying Index for such Underlying at the time
of such substitution, proportionate adjustments shall be made by the Calculation Agent for purposes of calculating payments on the Warrants.

Upon any selection by the Calculation
Agent of a Successor Index, the Calculation Agent will cause written notice thereof to be furnished to the Warrant Agent, to us and to
DTC, as holder of the Warrants, within three Business Days of such selection. We expect that such notice will be made available to you,
as a beneficial owner of the Warrants, in accordance with the standard rules and procedures of DTC and its direct and indirect participants.

If, subsequent to a Discontinuance
or Liquidation Event, the relevant Share Underlying Index Publisher discontinues publication of the Share Underlying Index for such Underlying
prior to, and such discontinuance is continuing on, any relevant date of calculation, and the Calculation Agent determines, in its sole
discretion, that no Successor Index is available at such time, then the Calculation Agent will determine the Closing Price for such Underlying
for such date. Such Closing Price will be computed by the Calculation Agent in accordance with the formula for and method of calculating
the Share Underlying Index for such Underlying last in effect prior to such discontinuance, using the Closing Price (or, if trading in
the relevant securities has been materially suspended or materially limited, its good faith estimate of the Closing Price that would have
prevailed but for such suspension or limitation) at the close of the principal trading session of the Relevant Exchange on such date of
each security most recently composing the Share Underlying Index for such Underlying without any rebalancing or substitution of such securities
following such discontinuance.

This document relates only to the
Warrants offered hereby and does not relate to the QQQ Shares. We have derived all disclosures contained in this document regarding the
Invesco QQQ Trust^SM, Series 1, from the publicly available documents described above. In connection with the offering of the
securities, neither we nor any Agent has participated in the preparation of such documents or made any due diligence inquiry with respect
to the Invesco QQQ Trust^SM, Series 1. Neither we nor any Agent makes any representation that such publicly available documents
or any other publicly available information regarding the Invesco QQQ Trust^SM, Series 1, 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 QQQ Shares (and therefore the price of
the QQQ Shares at the time we price the Warrants) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure
of or failure to disclose material future events concerning the Invesco QQQ Trust^SM, Series 1, could affect the value received
with respect to the Warrants and therefore the value of the Warrants.

Neither the issuer nor any of its
affiliates makes any representation to you as to the performance of the QQQ Shares.

We and/or our affiliates may presently
or from time to time engage in business with the Invesco QQQ Trust^SM, Series 1. In the course of such business, we and/or our
affiliates may acquire non-public information with respect to the Invesco QQQ Trust^SM, Series 1, and neither we nor any of
our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports
with respect to the QQQ Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the
securities under the securities laws. As a prospective purchaser of the Warrants, you should undertake an independent investigation of
the Invesco QQQ Trust^SM, Series 1, as in your judgment is appropriate to make an informed decision with respect to an investment
linked to the QQQ Shares.

value. The NASDAQ-100
Index^® is described in “NASDAQ-100 Index^®” in the accompanying index supplement.

This document relates only to the
Warrants offered hereby and does not relate to the SPY Shares. We have derived all disclosures contained in this document regarding the
SPDR^® S&P 500^® ETF Trust from the publicly available documents described above. In connection with the
offering of the securities, neither we nor any Agent has participated in the preparation of such documents or made any due diligence inquiry
with respect to the SPDR^® S&P 500^® ETF Trust. Neither we nor any Agent makes any representation that
such publicly available documents or any other publicly available information regarding the SPDR^® S&P 500^®
ETF Trust 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 SPY Shares (and therefore the price of the SPY Shares at the time we price the Warrants) have been publicly disclosed. Subsequent
disclosure of any such events or the disclosure of or failure to disclose material future events concerning the SPDR^® S&P
500^® ETF Trust could affect the value received with respect to the Warrants and therefore the value of the Warrants.

Neither the issuer nor any of its
affiliates makes any representation to you as to the performance of the SPY Shares.

We and/or our affiliates may presently
or from time to time engage in business with the SPDR^® S&P 500^® ETF Trust. In the course of such business,
we and/or our affiliates may acquire non-

public information with respect to
the SPDR^® S&P 500^® ETF Trust, and neither we nor any of our affiliates undertakes to disclose any such
information to you. In addition, one or more of our affiliates may publish research reports with respect to the SPY Shares. The statements
in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective
purchaser of the Warrants, you should undertake an independent investigation of the SPDR^® S&P 500^® ETF
Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the SPY Shares.

The historical Closing Prices of
the Underlyings should not be taken as an indication of future performance, and no assurance can be given as to the Closing Price with
respect to either Underlying on the Expiration Date. The Final Share Price with respect to either Underlying may be at or above the respective
Strike Price so that the Warrants expire worthless on the Expiration Date.

We cannot give you any assurance
that the Inverse Share Percent Change of the Least-Favorable Performing Underlying will be greater than the Warrant Premium Percentage
so that you will not lose money on your investment, or that it will be positive so that you will not lose your entire investment in the
Warrants.

Historical Daily Closing Prices
of the Invesco QQQ Trust^SM, Series 1

January 1, 2017 through May 11,
2022