Primary Offering Prospectus - Form 424B2

July 2024

Preliminary Pricing Supplement No. 2,859

Registration Statement Nos. 333-275587; 333-275587-01

Dated July 3, 2024

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. and International Equities

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

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, index supplement and prospectus, as supplemented or modified by this document. The securities do not provide for the regular payment of interest and provide a minimum payment at maturity of only 25% of the stated principal amount. Instead, the securities will pay a contingent quarterly coupon (as well as any contingent quarterly coupons for any prior quarterly periods for which a contingent quarterly coupon was not paid) but only if the closing price of each of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETFand the SPDR® S&P® Oil & Gas Exploration & Production ETF is at or above 70% of its respective initial share price, which we refer to as the respective coupon threshold level,on the related observation date. However, if the closing price of any of the underlying shares is less than its coupon threshold level on any observation date, we will pay no interest for the related quarterly period. In addition, the securities will be automatically redeemed if the closing price of each of the underlying shares is greater than or equal to its respective initial share price on any quarterly redemption determination date, for the early redemption payment equal to the sum of the stated principal amount plus the related contingent quarterly coupon and the contingent quarterly coupons with respect to any prior observation date for which a contingent quarterly coupon was not paid. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final share price of each of the underlying shares has increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 25% from its respective initial share price, investors will receive the stated principal amount plus the related contingent quarterly coupon and any previously unpaid contingent quarterly coupons from any prior observation dates. If, however, the final share price of any of the underlying shares has decreased by more than the buffer amount of 25% from its respective initial share price, investors will lose 1% of principal for every 1% decline in the final share price of the worst performing of the underlying shares from its initial share price beyond the buffer amount of 25%. Under these circumstances, the payment at maturity will be less than the stated principal amount of the securities. Accordingly, investors in the securities must be willing to accept the risk of losing up to 75% of their entire initial investment and also the risk of not receiving any contingent quarterly coupons throughout the 1.5-year term of the securities. Because all payments on the securities are based on the worst performing of the underlying shares, a decline of more than 25% by any of the underlying shares will result in few or no contingent coupon payments or a loss of your investment, even if one or both of the other underlying shares have appreciated or have not declined as much. The securities are for investors who are willing to risk their principal based on the worst performing of three underlying shares and who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no quarterly coupons over the entire 1.5-year term. Investors will not participate in any appreciation of any of the underlying shares. 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 for auto-callable securities.

(3)See "Use of proceeds and hedging" on page 37.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 13.

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, index 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, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. 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, 2023 ​Index Supplement dated November 16, 2023 ​ ​Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Investment Summary

Contingent Income Auto-Callable Securities

Principal at Risk Securities

Contingent Income Buffered Auto-Callable Securities due January 13, 2026 All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF (the "securities") do not provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly coupon (as well as any contingent quarterly coupons for any prior quarterly periods for which a contingent quarterly coupon was not paid) but only if the closing price of each of the underlying shares is at or above its respective couponthreshold level on the related observation date. However, if the closing price of any of the underlying shares is less than its respective coupon threshold level on any observation date, we will pay no interest for the related quarterly period. If the closing price of each of the underlying shares is at or above its coupon threshold level on any subsequent observation date, investors will receive, in addition to the contingent quarterly coupon for the related quarterly period, any previously unpaid contingent quarterly coupons from any prior observation dates. If the closing price of any of the underlying shares is less than its respective coupon threshold level on each observation date, you will not receive any contingent quarterly coupon for the entire 1.5-year 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. In addition, if the securities have not been automatically called prior to maturity and the final share price of any of the underlying shares has declined by more than the buffer amount of 25% from its respective initial share price, investors will lose 1% of principal for every 1% decline in the final share price of the worst performing underlying shares from its initial share price beyond the buffer amount of 25%. Under these circumstances, the payment at maturity will be less than the stated principal amount of the securities. Accordingly, investors in the securities must be willing to accept the risk of losing up to 75% of their entire initial investment and also the risk of not receiving any contingent quarterly coupons throughout the entire 1.5-year term of the securities.

July 2024Page 3

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 4

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

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 $980.30, 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 underlying shares. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying shares, instruments based on the underlying shares, 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 quarterly coupon rate, the coupon threshold levels and the buffer amount, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

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

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

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

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 quarterly coupon (as well as any previously unpaid contingent quarterly coupons from any prior observation dates) but only if the closing price of each of the underlying shares is at or above its respective couponthreshold level on the related observation date. However, if the closing price of any of the underlying shares is less than its respective couponthreshold level on any observation date, we will pay no interest for the related quarterly period. The securities have been designed for investors who are willing to forgo market floating interest rates and accept the risk of receiving no coupon payments for the entire 1.5-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if each of the underlying shares closes at or above its respective coupon threshold level on the quarterly observation dates until the securities are redeemed early or reach maturity.

The following scenarios are for illustrative 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 quarterly coupon may be payable in none of, or some but not all of, the quarterly periods during the 1.5-year term of the securities and the payment at maturity may be up to 75% less than the stated principal amount of the securities.

July 2024Page 6

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 7

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the closing prices on each quarterly observation date, (2) the closing prices on each quarterly redemption determination date and (3) the final share prices. Please see "Hypothetical Examples" beginning on page 10 for illustration of hypothetical payouts on the securities.

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

Diagram #2: Automatic Early Redemption

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

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" starting on page 10.

July 2024Page 9

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to an observation date and how to calculate the payment at maturity if the securities have not been automatically redeemed early. The following examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be determined by reference to the closing price of each of the underlying shares on each quarterly observation date, and the amount you will receive at maturity will be determined by reference to the final share price of each of the underlying shares on the final observation date. The actual initial share price and coupon threshold level for each of the underlying shares will be determined on the pricing date. All payments on the securities are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for the ease of analysis. The below examples are based on the following terms:

* The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the actual contingent quarterly coupon rate and the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent quarterly coupon of $25.00 is used in these examples for ease of analysis.

July 2024Page 10

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

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

On hypothetical observation date 1, each of the underlying shares closes at or above its respective coupon threshold level. Therefore, a contingent quarterly coupon of $25.00 is paid on the relevant coupon payment date.

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 both of the other underlying shares close below their respective coupon threshold levels. Therefore, no contingent quarterly coupon is paid on the relevant coupon payment date.

On hypothetical observation date 4, each of the underlying shares closes at or above its respective coupon threshold level. Therefore, investors receive the contingent quarterly coupon with respect to the fourth observation date as well as the previously unpaid contingent quarterly coupons with respect to the second and third observation dates.

On hypothetical observation date 5, each of the underlying shares closes below its respective coupon threshold level, and, accordingly, no contingent quarterly coupon is paid on the relevant coupon payment date.

If the contingent quarterly coupon is not paid on any coupon payment date (because the closing price of any of the underlying shares on the related observation date is less than its respective coupon threshold level), such unpaid contingent quarterly coupon will be paid on a later coupon payment date but only if the closing price of each of the underlying shares on such later observation date is greater than or equal to its respective coupon threshold level. You will not receive such unpaid contingent quarterly coupon if the closing price of any of the underlying shares on each subsequent observation date is less than its respective coupon threshold level. If the closing price of any of the underlying shares on each observation date is less than its respective coupon threshold level, you will not receive any contingent quarterly coupons for the entire term of the securities.

July 2024Page 11

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

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

If the closing price of each of the underlying shares is greater than or equal to its initial share price on any quarterly redemption determination date, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount for each security you hold plus the contingent quarterly coupon with respect to the related observation date and with respect to any prior observation date for which a contingent quarterly coupon was not paid.

The examples below illustrate how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity.

In examples 1 and 2, the final share price(s) of one or two of the underlying shares have increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 25% from the respective initial share price(s), but the final share price(s) of one or both of the other underlying shares have decreased by an amount greater than the buffer amount of 25% from the respective initial share price. Therefore, investors are exposed to the downside performance of the worst performing underlying shares at maturity and investors lose 1% of the principal amount for every 1% decline in the final share price of the worst performing underlying shares from its initial share price beyond the buffer amount of 25%. Moreover, investors do not receive any contingent quarterly coupon for the final quarterly period, and do not receive any previously unpaid contingent quarterly coupons from any prior observation dates.

In example 3, the final share price of each of the underlying shares is at or above its coupon threshold level, and each of the underlying shares has increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 25% from its respective initial share price. Therefore, investors receive at maturity the stated principal amount of the securities plus the contingent quarterly coupon with respect to the final observation date and any previously unpaid contingent quarterly coupons from any prior observation dates. However, investors do not participate in any appreciation of the underlying shares.

If the final share price of ANY of the underlying shares has decreased by more than the buffer amount of 25% from its respective initial share price, you will be exposed to the downside performance of the worst performing underlying shares beyond the buffer amount, and your payment at maturity will be less than the stated principal amount. Under these circumstances, you will lose some, and up to 75%, of your investment in the securities.

July 2024Page 12

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

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, index supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

Risks Relating to an Investment in the Securities

￭The securities provide a minimum payment at maturity of only 25% of your principal. The terms of the securities differ from those of ordinary debt securities in that they provide a minimum payment at maturity of only 25% of the stated principal amount of the securities, subject to our credit risk. If the securities have not been automatically redeemed prior to maturity, and if the final share price of any of the underlying shares has decreased by more than the buffer amount of 25% from its respective initial share price, you will lose 1% of your principal for every 1% decline in the final share price of the worst performing underlying shares from its initial share price beyond the buffer amount of 25%. Under this scenario, the value of the payment at maturity will be less than the stated principal amount. You could lose up to 75% of your investment in the securities.

￭The securities do not provide for the regular payment of interest. 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 quarterly coupon butonly if the closing price of each of the underlying shares is at or above its respective couponthreshold level on the related observation date. If the closing price of any of the underlying shares is lower than its couponthreshold level on the relevant observation date for any interest period, we will pay no coupon on the applicable coupon payment date. However, if the closing price of each of the underlying shares is at or above its respective coupon threshold level on any subsequent observation date, investors will receive, in addition to the contingent quarterly coupon for the related quarterly period, any previously unpaid contingent quarterly coupons from prior observation dates. Nevertheless, it is possible that the closing price of any of the underlying shares will be less than its respective coupon threshold level for extended periods of time or even throughoutthe entire term of the securities so that you will receive few or no contingent quarterly coupons. If you do not earn sufficient contingent quarterly 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 quarterly coupon, if any, is based on the value of each of the underlying shares on only the related quarterly observation date at the end of the related interest period. Whether the contingent quarterly coupon will be paid on any coupon payment date will be determined at the end of the relevant interest period based on the closing price of each of the underlying shares on the relevant quarterly observation date. As a result, you will not know whether you will receive the contingent quarterly coupon on any coupon payment date until near the end of the relevant interest period. Moreover, because the contingent quarterly coupon is based solely on the value of each of the underlying shares on quarterly observation dates, if the closing price of any of the underlying shares on any observation date is below the coupon threshold level for such underlying shares, you will not receive the contingent quarterly coupon for the related interest period, even if the level of such underlying shares was at or above its respective coupon threshold level on other days during that interest period, or any previously unpaid contingent quarterly coupons, and even if the closing price(s) of one or both of the other underlying shares are at or above their respective coupon threshold level(s).

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

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

in the market and the value of each of the underlying shareson any day, including in relation to its respective coupon threshold level and initial share price, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

othe trading price and volatility (frequency and magnitude of changes in value) of the underlying shares and the stocks constituting their respective share underlying indices,

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

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying shares and their respective share underlying index or securities markets generally and which may affect the value of each of the underlying shares,

odividend rates on the stocks constituting the share underlying indices,

othe time remaining until the securities mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

othe composition of the underlying shares and changes in the constituent stocks of the underlying shares and the share underlying indices,

othe occurrence of certain events affecting the underlying shares that may or may not require an adjustment to the adjustment factor

othe exchange rates of the U.S. dollar relative to the currencies in which the stocks constituting the NYSE Arca Gold Miners Index trade, 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. In particular, if any of the underlying shares has closed near or below its coupon threshold level, the market value of the securities is expected to decrease substantially, and you may have to sell your securities at a substantial discount from the stated principal amount of $1,000 per security.

You cannot predict the future performance of any of the underlying shares based on its historical performance. The value of any of the underlying shares may decrease and be below the respective coupon threshold level for such underlying shares on each observation date so that you will receive no return on your investment, and any or all of the underlying shares may decrease by more than the buffer amount of 25% from the respective initial share price(s) on the final observation date so that you will lose some or a significant portion of your initial investment in the securities. There can be no assurance that the closing price of each of the underlying shares will be at or above the respective coupon threshold level on any observation date so that you will receive a coupon payment on the securities for the applicable interest period, or that it will not have declined by more than the buffer amount of 25% from its respective initial share price on the final observation date so that you do not suffer a loss on your initial investment in the securities. See "SPDR® S&P® Biotech ETF Overview," "VanEck® Gold Miners ETF Overview" and "SPDR® S&P® Oil & Gas Exploration & Production ETF 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 at maturity, upon early redemption or on any coupon payment date, 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

July 2024Page 14

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

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.

￭Investing in the securities is not equivalentto investing in the underlying shares or the stocks composing the share underlying indices. Investing in the securities is not equivalent to investing in the underlying shares, the share underlying indices or the stocks that constitute the share underlying indices. Investors in the securities will not participate in any positive performance of any underlying, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying shares or the stocks that constitute the share underlying indices.

￭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 quarterly 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.

￭The securities will not be listed on any securities exchange and secondary trading may be limited. Accordingly, you should be willing to hold your securities for the entire 1.5-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.

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

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

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

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

￭Hedging and trading activity by our affiliates could potentially affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying shares and the share underlying indices), including trading in the underlying shares or the share underlying indices as well as in other instruments related to the underlying shares. 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. Some of our affiliates also trade the underlying shares and other financial instruments related to the underlying shares and the share underlying indices on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial share price of any of the underlying shares and, therefore, could increase (i) the value at or above which such underlying shares must close on any redemption determination date so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying shares), (ii) the value at or above which such underlying shares must close on each observation date in order for you to earn a contingent quarterly coupon or to receive any unpaid contingent quarterly coupon from prior observation dates (depending also on the performance of the other underlying shares) and (iii) the value at or above which such underlying shares must close on the final observation date so that you are not exposed to the negative performance of the worst performing underlying shares at maturity (depending also on the performance of the other underlying shares). Additionally, such hedging or trading activities during the term of the securities could affect the value of an 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 quarterly coupon on the securities and the amount of cash you receive at maturity (depending also on the performance of the other underlying shares).

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial share price and coupon threshold level for each of the underlying shares, whether you receive a contingent quarterly coupon on each coupon payment date and/or at maturity, whether you receive any previously unpaid contingent quarterly coupons, whether the securities will be redeemed on any early redemption date and the payment at maturity. 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, any adjustments to an adjustment factor or calculation of the closing price of any of the underlying shares in the event of a market disruption event or discontinuance of the share underlying indices. These potentially subjective determinations

July 2024Page 16

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see "Description of Auto-Callable Securities-Postponement of Determination Dates," "-Alternate Exchange Calculation in Case of an Event of Default," "-Discontinuance of Any Underlying Index; Alteration of Method of Calculation," "Discontinuance of the Underlying Shares of an Exchange-Traded Fund and/or Share Underlying Index; Alteration of Method of Calculation," "-Antidilution Adjustments" and "-Calculation Agent and Calculations" in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. 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. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax consequences of an investment in the securities, possibly retroactively.

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.

Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlying Shares

￭You are exposed to the price risk of each of the underlying shares, with respect to both the contingent quarterly coupons, if any, and the payment at maturity. Your return on the securities is not linked to a basket consisting of the underlying shares. Rather, it will be contingent upon the independent performance of each of the underlying shares. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each of the underlying shares. Poor performance by any of the underlying shares over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying shares. To receive any contingent quarterly coupons, each of the underlying shares must close at or above its respective coupon threshold level on the applicable observation date. In addition, if the securities have not been automatically redeemed early and if the final share price of any of the underlying shares has decreased by more than the buffer amount of 25% from its respective initial share price, investors will lose 1% of principal for every 1% decline in the final share price of the worst performing underlying shares from its initial share price beyond the buffer amount of 25%, even if one or both

July 2024Page 17

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

of the other underlying shares have appreciated or have not declined as much. Under this scenario, the value of any such payment at maturity will be less than the stated principal amount. Accordingly, your investment is subject to the price risk of each of the underlying shares.

￭Because the securities are linked to the performance of the worst performing underlying shares, you are exposed to greater risks of receiving no contingent quarterly coupons and sustaining a loss on your investment than if the securities were linked to just one of the underlying shares. The risk that you will not receive any contingent quarterly coupons, or that you will suffer a loss on your investment, is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one of the underlying shares. With three underlying shares, it is more likely that any of the underlying shares will close below its coupon threshold level on any observation date and decline by more than the buffer amount at maturity, than if the securities were linked to only one of the underlying shares. Therefore, it is more likely that you will not receive any contingent quarterly coupons and that you will suffer a loss on your investment. In addition, because each of the underlying shares must close above its initial share price on a quarterly redemption determination date in order for the securities to be called prior to maturity, the securities are less likely to be called on any early redemption date than if the securities were linked to just one underlying.

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the biotechnology sector. The stocks included in the S&P® Biotechnology Select Industry™ Index and that are generally tracked by the SPDR® S&P® Biotech ETF are stocks of companies primarily engaged in research, development, manufacturing and/or marketing of products based on genetic analysis and genetic engineering. Because the value of the securities is linked to the performance of the underlying shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the biotechnology sector. Industry-specific risks to which companies in the biotechnology sector are subject may include the following:

oAfter spending heavily on research and development, their products or services may not prove commercially successful or may become obsolete quickly;

oThe biotechnology industry may be subject to greater governmental regulation than other industries, and changes in governmental policies and the need for regulatory approvals may have a material adverse effect on the industry;

oCompanies in the biotechnology industry are subject to risks arising from new technologies and competitive pressures; and

oCompanies in the biotechnology industry are heavily dependent on patents and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

oThe XBI Shares may be subject to increased price volatility as it is linked to a single industry, market or sector and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that industry, market or sector. The price of the XBI Shares may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen.

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the gold and silver mining industry. The securities are subject to certain risks applicable to the gold and silver mining industry. The stocks included in the NYSE Arca Gold Miners Index and that are generally tracked by the GDX Shares are stocks of companies primarily engaged in the mining of gold or silver. The underlying shares may be subject to increased price volatility as they are linked to a single industry, market or sector and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that industry, market or sector.

Because the GDX Shares primarily invests in stocks, American Depositary Receipts ("ADRs") and Global Depositary Receipts ("GDRs") of companies that are involved in the gold mining industry, the underlying shares are subject to certain risks associated with such companies.

July 2024Page 18

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Competitive pressures may have a significant effect on the financial condition of companies in the gold mining industry. Also, gold mining companies are highly dependent on the price of gold. Gold prices are subject to volatile price movements over short periods of time and are affected by numerous factors. These include economic factors, including, among other things, the structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates and gold borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial or other events. Gold prices may also be affected by industry factors such as industrial and jewelry demand, lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions which hold gold, levels of gold production and production costs, and short-term changes in supply and demand because of trading activities in the gold market.

The GDX Shares invests to a lesser extent in stocks, ADRs and GDRs of companies involved in the silver mining industry. Silver mining companies are highly dependent on the price of silver. Silver prices can fluctuate widely and may be affected by numerous factors. These include general economic trends, technical developments, substitution issues and regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers, global or regional political or economic events, and production costs and disruptions in major silver producing countries such as Mexico and Peru. The supply of silver consists of a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also influence the market. The major end-uses for silver include industrial applications, jewelry, photography and silverware.

￭There are risks associated with investments in securities linked to the value of foreign equity securities. The price of the GDX Shares tracks the performance of the NYSE Arca Gold Miners Index, which measures the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions between countries.

￭The securities are subject to currency exchange risk. Because the price of the GDX Shares tracks the performance of the NYSE Arca Gold Miners Index, holders of the securities will be exposed to currency exchange rate risk with respect to each of the currencies in which such component securities trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors including the supply of, and the demand for, those currencies, as well as relevant government policy, intervention or actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to the relevant region. An investor's net exposure will depend on the extent to which the currencies of the component securities strengthen or weaken against the U.S. dollar and the relative weight of each security. If, taking into account such weighting, the dollar strengthens against the currencies of the component securities represented in the share underlying index, the price of the GDX Shares will be adversely affected and the payment at maturity on the securities may be reduced.

Of particular importance to potential currency exchange risk are:

oexisting and expected rates of inflation;

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

oexisting and expected interest rate levels;

othe balance of payments between countries; and

othe extent of governmental surpluses or deficits in the relevant countries and the United States.

All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various countries represented in the share underlying index and the United States and other countries important to international trade and finance.

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the oil and gas exploration and production sector. The stocks included in the S&P® Oil & Gas Exploration & Production Select Industry Index and that are generally tracked by the XOP Shares are stocks of companies whose primary business is associated with the exploration and production of oil and gas. As a result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers or issuers in a less volatile industry. The oil and gas industry is significantly affected by a number of factors that influence worldwide economic conditions and oil and gas prices, such as natural disasters, supply disruptions, geopolitical events and other factors that may offset or magnify each other, including:

oworldwide and domestic supplies of, and demand for, crude oil and natural gas;

othe cost of exploring for, developing, producing, refining and marketing crude oil and natural gas;

oconsumer confidence;

ochanges in weather patterns and climatic changes;

othe ability of the members of Organization of Petroleum Exporting Countries (OPEC) and other producing nations to agree to and maintain production levels;

othe worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of terrorism in the United States, or elsewhere;

othe price and availability of alternative and competing fuels;

odomestic and foreign governmental regulations and taxes;

oemployment levels and job growth; and

ogeneral economic conditions worldwide.

These or other factors or the absence of such factors could cause a downturn in the oil and natural gas industries generally or regionally and could cause the value of some or all of the component stocks included in the S&P® Oil & Gas Exploration & Production Select Industry Index to decline during the term of the securities.

￭The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. MS & Co., as calculation agent, will adjust the adjustment factors for certain events affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that could affect the underlying shares. If an event occurs that does not require the calculation agent to adjust an adjustment factor, the market price of the securities may be materially and adversely affected.

￭Adjustments to the underlying shares or the share underlying indices could adversely affect the value of the securities. The investment adviser to each of the underlying shares seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the relevant share underlying index. Pursuant to its investment strategy or otherwise, the investment advisor may add, delete or substitute the stocks composing the respective underlying shares. Any of these actions could adversely affect the price of the respective underlying shares and, consequently, the value of the securities. The publisher of each of the share underlying indices is responsible for calculating and maintaining the respective share underlying index. The publisher may add, delete or substitute the stocks constituting the respective share underlying index or make other methodological changes that could change the level of such share underlying index. The publisher of each of the share underlying indices may discontinue or suspend calculation or publication of a share underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued share underlying index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.

July 2024Page 20

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Any of these actions could adversely affect the price of the share underlying index and, consequently, the value of the securities.

￭The performance and market price of any of the underlying shares, particularly during periods of market volatility, may not correlate with the performance of its respective share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of such underlying shares. The underlying shares do not fully replicate their respective share underlying indices, and each may hold securities that are different than those included in its respective share underlying index. In addition, the performance of each of the underlying shares will reflect additional transaction costs and fees that are not included in the calculation of the share underlying indices. All of these factors may lead to a lack of correlation between the performance of each of the underlying shares and its respective share underlying index. In addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying each of the underlying shares may impact the variance between the performance of each of the underlying shares and its respective share underlying index. Finally, because the shares of each of the underlying shares are traded on an exchange and are subject to market supply and investor demand, the market price of one share of each of the underlying shares may differ from the net asset value per share of such underlying shares.

In particular, during periods of market volatility, or unusual trading activity, trading in the securities underlying each of the underlying shares may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these circumstances, the liquidity of each of the underlying shares may be adversely affected, market participants may be unable to calculate accurately the net asset value per share of each of the underlying shares, and their ability to create and redeem shares of each of the underlying shares may be disrupted. Under these circumstances, the market price of shares of each of the underlying shares may vary substantially from the net asset value per share of each of the underlying shares or the level of its respective share underlying index.

For all of the foregoing reasons, the performance of each of the underlying shares may not correlate with the performance of its respective share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of such underlying shares. Any of these events could materially and adversely affect the prices of each of the underlying shares and, therefore, the value of the securities. Additionally, if market volatility or these events were to occur on the final observation date, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to occur, and such determination may affect the payment at maturity of the securities. If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based on the published closing price per share of each of the underlying shares on the final observation date, even if any of the underlying shares is underperforming its respective share underlying index or the component securities of such share underlying index and/or trading below the net asset value per share of such underlying shares.

July 2024Page 21

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

SPDR® S&P® Biotech ETF Overview

The SPDR® S&P® Biotech ETF is an exchange-traded fund managed by SSGA Funds Management, Inc., which seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P® Biotechnology Select Industry Index. The SPDR® Series Trust is a registered investment company that consists of numerous separate investment portfolios, including the SPDR® S&P® Biotech ETF. It is possible that this fund may not fully replicate the performance of the S&P® Biotechnology Select Industry Index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Securities and Exchange Commission (the "Commission") by the SPDR® Series Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57793 and 811-08839, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the XBI Shares is accurate or complete.

Information as of market close on July 2, 2024:

The following graph sets forth the daily closing prices of the XBI Shares for the period from January 1, 2019 through July 2, 2024. The related table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the XBI Shares for each quarter for the period from January 1, 2019 through July 2, 2024. The closing price of the XBI Shares on July 2, 2024 was $91.36. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The XBI Shares have at times experienced periods of high volatility, and you should not take the historical values of the XBI Shares as an indication of its future performance.

July 2024Page 22

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the XBI Shares. We have derived all disclosures contained in this document regarding the SPDR® Series Trust 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 the SPDR® Series Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the SPDR® Series 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 XBI Shares (and therefore the price of the XBI Shares 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 the SPDR® Series Trust could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the XBI Shares.

We and/or our affiliates may presently or from time to time engage in business with the SPDR® Series Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the SPDR® Series 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 XBI 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 securities, you should undertake an independent investigation of the SPDR® Series Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XBI Shares.

July 2024Page 23

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

"Standard & Poor's®," "S&P®," "SPDR®" and "S&P® Biotechnology Select Industry Index" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the SPDR® Series Trust. S&P®, S&P® Global Inc. and the SPDR® Series Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the SPDR® Series Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

S&P® Biotechnology Select Industry Index. The S&P® Biotechnology Select Industry Index (Bloomberg ticker: SPSIBI) is managed by S&P® and is a modified equal weighted index designed to measure the performance of stocks in the S&P® Total Market Index that are classified as part of the Biotechnology sub-industry under the Global Industry Classification Standard.

July 2024Page 24

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

VanEck® Gold Miners ETF Overview

The VanEck® Gold Miners ETF is an exchange-traded fund managed by VanEck, a registered investment company that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the NYSE Arca Gold Miners Index. VanEck® ETF Trust (the "Trust") is an investment portfolio managed by VanEck. Information provided to or filed with the Commission by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-123257 and 811-10325, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the GDX Shares is accurate or complete.

Information as of market close on July 2, 2024:

The following graph sets forth the daily closing prices of the GDX Shares for the period from January 1, 2019 through July 2, 2024. The related table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the GDX Shares for each quarter for the period from January 1, 2019 through July 2, 2024. The closing price of the GDX Shares on July 2, 2024 was $34.02. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The GDX Shares have at times experienced periods of high volatility, and you should not take the historical values of the GDX Shares as an indication of its future performance.

July 2024Page 25

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the GDX Shares. We have derived all disclosures contained in this document regarding the Trust 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 the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the 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 GDX Shares (and therefore the price of the GDX Shares 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 the Trust could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the GDX Shares.

We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the 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 GDX 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 securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the GDX Shares.

Market VectorsSM is a service mark of Van Eck Associates Corporation ("Van Eck"). The securities are not sponsored, endorsed, sold, or promoted by Van Eck. Van Eck makes no representations or warranties to the owners of the securities or any member of

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Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

the public regarding the advisability of investing in the securities. Van Eck has no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

NYSE Arca Gold Miners Index. The NYSE Arca Gold Miners Index is a modified market capitalization weighted index comprised of publicly traded companies involved primarily in the mining of gold and silver. The NYSE Arca Gold Miners Index includes common stocks, American depositary receipts or global depositary receipts of selected companies involved in the mining for gold and silver ore and are listed for trading and electronically quoted on a major stock market that is accessible by foreign investors. For additional information about the NYSE Arca Gold Miners Index, please see the information set forth under "NYSE Arca Gold Miners Index" in the accompanying index supplement.

July 2024Page 27

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

SPDR® S&P® Oil & Gas Exploration & Production ETF Overview

The SPDR® S&P® Oil & Gas Exploration & Production ETF is an exchange-traded fund that seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of publicly traded equity securities of companies included in the S&P® Oil & Gas Exploration & Production Select Industry Index®. The SPDR® S&P® Oil & Gas Exploration & Production ETF is managed by SPDR® Series Trust (the "Trust"), a registered investment company that consists of numerous separate investment portfolios, including the SPDR® S&P® Oil & Gas Exploration & Production ETF. Information provided to or filed with the Securities and Exchange Commission (the "Commission") by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57793 and 811-08839, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the XOP Shares is accurate or complete.

Information as of market close on July 2, 2024:

The following graph sets forth the daily closing prices of the XOP Shares for the period from January 1, 2019 through July 2, 2024. The related table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the XOP Shares for each quarter for the period from January 1, 2019 through July 2, 2024. The closing price of the XOP Shares on July 2, 2024 was $146.43. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The XOP Shares have at times experienced periods of high volatility, and you should not take the historical prices of the XOP Shares as an indication of their future performance.

* The red solid line indicates the coupon threshold level, which is 70% of the initial share price.

July 2024Page 28

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the XOP Shares. We have derived all disclosures contained in this document regarding the Trust 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 the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the 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 XOP Shares (and therefore the price of the XOP Shares 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 the Trust could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the XOP Shares.

We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the 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 XOP 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 securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XOP Shares.

"Standard & Poor's®", "S&P®", "S&P 500®", "SPDR®", "Select Sector SPDR®" and "Select Sector SPDRs" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the Trust. S&P®, S&P® Global Inc. and the Trust make no representations or

July 2024Page 29

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

S&P® Oil & Gas Exploration & Production Select Industry Index®. The S&P® Oil & Gas Exploration & Production Select Industry Index® is an equal-weighted index designed to measure the performance of the oil and gas exploration and production sub-industryportion of the S&P® Total Market Index, a benchmark that measures the performance of the U.S. equity market.

July 2024Page 30

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Additional Terms of the Securities

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

July 2024Page 31

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 32

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

Additional Information About the Securities

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

July 2024Page 33

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 34

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 35

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 36

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 37

Morgan Stanley Finance LLC

Contingent Income Buffered Auto-Callable Securities due January 13, 2026

All Payments on the Securities Based on the Worst Performing of the SPDR® S&P® Biotech ETF, the VanEck® Gold Miners ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF

Principal at Risk Securities

July 2024Page 38