Primary Offering Prospectus - Form 424B2

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Issue price:

$1,000 per note (see "Commissions and issue price" below)

Stated principal amount:

$1,000 per note

Aggregate principal amount:

$

Pricing date:

November 26, 2024

Original issue date:

November 29, 2024 (3 business days after the pricing date)

Maturity date:

November 29, 2029

Underlying stocks:

Apple Inc. common stock (the "AAPL Stock"), Tesla, Inc. common stock (the "TSLA Stock"), Advanced Micro Devices, Inc. common stock (the "AMD Stock"), Meta Platforms, Inc. class A common stock (the "META Stock") and NVIDIA Corporation common stock (the "NVDA Stock")

Early redemption:

The notes are not subject to early redemption until one year after the original issue date. Following this one-year non-call period, if, on any redemption determination date, beginning on November 25, 2025, the determination closing price of each underlying stock is greater than or equal to its respective call threshold level, the notes will be automatically redeemed for an early redemption payment on the related early redemption date. No further payments will be made on the notes once they have been redeemed.

Early redemption payment:

The early redemption payment will be an amount equal to (i) the stated principal amount for each note you hold plus (ii) the higher coupon payment otherwise due with respect to the related observation date.

Determination closing price:

For each underlying stock, the closing price of such underlying stock on any redemption determination date or observation date, times the adjustment factor for such underlying stock on such redemption determination date or observation date, as applicable.

Redemption determination dates:

Beginning after one year, monthly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to postponement for non-trading days and certain market disruption events

Early redemption dates:

Starting on December 1, 2025, monthly, on the 29th day of each month, or in the case of any February that does not have a 29th day, the last calendar day of that February, provided that if any such day is not a business day, that early redemption payment will be made on the next succeeding business day and no adjustment will be made to any early redemption payment made on that succeeding business day.

Payment at maturity:

If the notes have not previously been redeemed, the payment due at maturity per $1,000 stated principal amount will equal:

$1,000 + the final coupon payment

Coupon:

●If, on any monthly observation date, the determination closing price of each underlying stock on such date is greater than or equal to its respective coupon threshold level, we will pay the higher coupon payment on the related coupon payment date.

●If, on any monthly observation date, the determination closing price of any underlying stock is less than its respective coupon threshold level, we will pay the lower coupon payment on the related coupon payment date.

Higher coupon payment:

An amount in cash per stated principal amount corresponding to a return of at least 9.80% per annum (corresponding to approximately $8.167 per month per note, to be determined on the pricing date) for each interest payment period for each applicable observation date. The actual higher coupon rate will be determined on the pricing date.

Lower coupon payment:

An amount in cash per stated principal amount corresponding to a return of 0.25% per annum (corresponding to approximately $0.208 per month per note) for each interest payment period for each applicable observation date.

Terms continued on the following page

Agent:

Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."

Estimated value on the pricing date:

Approximately $950.90 per note, or within $40.00 of that estimate. See "Investment Summary" beginning on page 4.

Commissions and issue price:

Price to public

Agent's commissions(1)

Proceeds to us(2)

Per note

$1,000

$

$

Total

$

$

$

Worst performing underlying stock:

On any trading day, the underlying stock with the lowest percent change from its initial share price to its determination closing price

Coupon threshold level:

With respect to the AAPL Stock, $ , which is equal to 75% of its initial share price

With respect to the TSLA Stock, $ , which is equal to 75% of its initial share price

With respect to the AMD Stock, $ , which is equal to 75% of its initial share price

With respect to the META Stock, $ , which is equal to 75% of its initial share price

With respect to the NVDA Stock, $ , which is equal to 75% of its initial share price

Call threshold level:

With respect to the AAPL Stock, $ , which is equal to 100% of its initial share price

With respect to the TSLA Stock, $ , which is equal to 100% of its initial share price

With respect to the AMD Stock, $ , which is equal to 100% of its initial share price

With respect to the META Stock, $ , which is equal to 100% of its initial share price

With respect to the NVDA Stock, $ , which is equal to 100% of its initial share price

Initial share price:

With respect to the AAPL Stock, $ , which is the closing price of such underlying stock on the pricing date

With respect to the TSLA Stock, $ , which is the closing price of such underlying stock on the pricing date

With respect to the AMD Stock, $ , which is the closing price of such underlying stock on the pricing date

With respect to the META Stock, $ , which is the closing price of such underlying stock on the pricing date

With respect to the NVDA Stock, $ , which is the closing price of such underlying stock on the pricing date

Adjustment factor:

With respect to each underlying stock, 1.0, subject to adjustment in the event of certain corporate events affecting such underlying stock.

Observation dates:

Monthly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to postponement for non-trading days and certain market disruption events. We also refer to November 26, 2029 as the final observation date.

Coupon payment dates:

Monthly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business day, that coupon payment will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The coupon payment with respect to the final observation date shall be paid on the maturity date.

CUSIP / ISIN:

61776W2F9 / US61776W2F98

Listing:

The notes will not be listed on any securities exchange.

Observation Dates /

Redemption Determination Dates

Coupon Payment Dates /

Early Redemption Dates

December 24, 2024*

December 30, 2024*

January 24, 2025*

January 29, 2025*

February 25, 2025*

February 28, 2025*

March 26, 2025*

March 31, 2025*

April 24, 2025*

April 29, 2025*

May 23, 2025*

May 29, 2025*

June 25, 2025*

June 30, 2025*

July 24, 2025*

July 29, 2025*

August 26, 2025*

August 29, 2025*

September 24, 2025*

September 29, 2025*

October 24, 2025*

October 29, 2025*

November 25, 2025

December 1, 2025

December 23, 2025

December 29, 2025

January 26, 2026

January 29, 2026

February 25, 2026

March 2, 2026

March 25, 2026

March 30, 2026

April 24, 2026

April 29, 2026

May 26, 2026

May 29, 2026

June 24, 2026

June 29, 2026

July 24, 2026

July 29, 2026

August 26, 2026

August 31, 2026

September 24, 2026

September 29, 2026

October 26, 2026

October 29, 2026

November 24, 2026

November 30, 2026

December 23, 2026

December 29, 2026

January 26, 2027

January 29, 2027

February 24, 2027

March 1, 2027

March 23, 2027

March 29, 2027

April 26, 2027

April 29, 2027

May 26, 2027

June 1, 2027

June 24, 2027

June 29, 2027

July 26, 2027

July 29, 2027

August 25, 2027

August 30, 2027

September 24, 2027

September 29, 2027

October 26, 2027

October 29, 2027

Observation Dates /

Redemption Determination Dates

Coupon Payment Dates /

Early Redemption Dates

November 23, 2027

November 29, 2027

December 23, 2027

December 29, 2027

January 26, 2028

January 31, 2028

February 24, 2028

February 29, 2028

March 24, 2028

March 29, 2028

April 26, 2028

May 1, 2028

May 24, 2028

May 30, 2028

June 26, 2028

June 29, 2028

July 26, 2028

July 31, 2028

August 24, 2028

August 29, 2028

September 26, 2028

September 29, 2028

October 25, 2028

October 30, 2028

November 24, 2028

November 29, 2028

December 26, 2028

December 29, 2028

January 24, 2029

January 29, 2029

February 23, 2029

February 28, 2029

March 26, 2029

March 29, 2029

April 25, 2029

April 30, 2029

May 23, 2029

May 29, 2029

June 26, 2029

June 29, 2029

July 25, 2029

July 30, 2029

August 24, 2029

August 29, 2029

September 26, 2029

October 1, 2029

October 24, 2029

October 29, 2029

November 26, 2029 (final observation date)

November 29, 2029 (maturity date)

Maturity:

5 years

Automatic early redemption (beginning after one year):

Starting in December 2025, if the determination closing price of each underlying stock is greater than or equal to its respective call threshold level on any monthly redemption determination date, beginning on November 25, 2025 (approximately one year after the original issue date), the notes will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the higher coupon payment otherwise due with respect to the related observation date. No further payments will be made on the notes once they have been redeemed.

Coupon:

●If, on any monthly observation date, the determination closing price of each underlying stock on such date is greater than or equal to its respective coupon threshold level, we will pay the higher coupon payment on the related coupon payment date.

●If, on any monthly observation date, the determination closing price of any underlying stock is less than its respective coupon threshold level, we will pay the lower coupon payment on the related coupon payment date.

Payment at maturity:

If the notes have not previously been redeemed, the payment due at maturity per $1,000 stated principal amount will equal:

$1,000 + the final coupon payment

Repayment of Principal

The notes offer investors an opportunity to receive a higher coupon payment, while providing for the repayment of principal in full upon early redemption or at maturity, subject to our creditworthiness.

Scenario 1: The notes are redeemed prior to maturity

This scenario assumes that, prior to early redemption, all underlying stocks close at or above their respective coupon threshold levels on some monthly observation dates, but one or more underlying stocks close below the respective coupon threshold level(s) on the others. Investors receive the higher coupon payment for the monthly periods for which the determination closing price of each underlying stock is at or above its respective coupon threshold level on the related observation date, and the lower coupon payment for the monthly periods for which the determination closing price(s) of one or more underlying stocks are below the respective coupon threshold level(s) on the related observation date.

Starting on November 25, 2025, when all underlying stocks close at or above their respective call threshold levels on a monthly redemption determination date, the notes will be automatically redeemed for the stated principal amount plus the higher coupon payment otherwise due with respect to the related observation date. No further payments will be made on the notes once they have been redeemed

Scenario 2: The notes are not redeemed prior to maturity, and investors receive the higher coupon for each monthly period

This scenario assumes that at least one of the underlying stocks closes below its call threshold level on every monthly redemption determination date. Consequently, the notes are not redeemed early. On each monthly observation date, the determination closing price of each underlying stock is greater than or equal to its respective coupon threshold level and the notes pay the higher coupon, corresponding to a return of at least 9.80% per annum (to be determined on the pricing date), on each of the monthly coupon payment dates. The actual higher coupon rate will be determined on the pricing date. At maturity, investors receive the stated principal amount of their notes plus the final coupon payment. This scenario represents the maximum amount payable over the 5-year term of the notes, which would be payable only if the notes are not redeemed prior to maturity.

Scenario 3: The notes are not redeemed prior to maturity, and investors receive the lower coupon for each monthly period

This scenario assumes that at least one of the underlying stocks closes below its call threshold level on every monthly redemption determination date. Consequently, the notes are not redeemed early. On each monthly observation date, the determination closing price of any underlying stock is less than its respective coupon threshold level and the notes pay only the lower coupon, corresponding to a return of 0.25% per annum, on each of the monthly coupon payment dates. At maturity, investors receive the stated principal amount of their notes plus the final coupon payment, equal to the lower coupon payment.

Stated Principal Amount:

$1,000 per note

Hypothetical Higher Coupon Payment:

9.80% per annum (corresponding to approximately $8.167 per month per note*) for each interest payment period for each applicable observation date. The actual higher coupon rate will be determined on the pricing date.

Lower Coupon Payment:

0.25% per annum (corresponding to approximately $0.208 per month per note**) for each interest payment period for each applicable observation date.

Hypothetical Initial Share Price:

With respect to the AAPL Stock, $225.00

With respect to the TSLA Stock, $250.00

With respect to the AMD Stock, $90.00

With respect to the META Stock, $140.00

With respect to the NVDA Stock, $150.00

Hypothetical Coupon Threshold Level:

With respect to the AAPL Stock, $168.75, which is 75% of its hypothetical initial share price

With respect to the TSLA Stock, $187.50, which is 75% of its hypothetical initial share price

With respect to the AMD Stock, $67.50, which is 75% of its hypothetical initial share price

With respect to the META Stock, $105.00, which is 75% of its hypothetical initial share price

With respect to the NVDA Stock, $112.50, which is 75% of its hypothetical initial share price

Hypothetical Call Threshold Level:

With respect to the AAPL Stock, $225.00, which is 100% of its hypothetical initial share price

With respect to the TSLA Stock, $250.00, which is 100% of its hypothetical initial share price

With respect to the AMD Stock, $90.00, which is 100% of its hypothetical initial share price

With respect to the META Stock, $140.00, which is 100% of its hypothetical initial share price

With respect to the NVDA Stock, $150.00, which is 100% of its hypothetical initial share price

Determination Closing Price

Coupon Payment

AAPL Stock

TSLA Stock

AMD Stock

META Stock

NVDA Stock

Hypothetical Observation Date 1

$240.00 (at or above its coupon threshold level)

$225.00 (at or above its coupon threshold level)

$120.00 (at or above its coupon threshold level)

$200.00 (at or above its coupon threshold level)

$120.00 (at or above its coupon threshold level)

$8.167

Hypothetical Observation Date 2

$130.00 (below its coupon threshold level)

$235.00 (at or above its coupon threshold level)

$150.00 (at or above its coupon threshold level)

$110.00 (at or above its coupon threshold level)

$120.00 (at or above its coupon threshold level)

$0.208

Hypothetical Observation Date 3

$200.00 (at or above its coupon threshold level)

$180.00 (below its coupon threshold level)

$60.00 (below its coupon threshold level)

$110.00 (at or above its coupon threshold level)

$115.00 (at or above its coupon threshold level)

$0.208

Hypothetical Observation Date 4

$120.00 (below its coupon threshold level)

$140.00 (below its coupon threshold level)

$55.00 (below its coupon threshold level)

$50.00 (below its coupon threshold level)

$100.00 (below its coupon threshold level)

$0.208

Determination Closing Price on the Final Observation Date

Payment at Maturity

AAPL Stock

TSLA Stock

AMD Stock

META Stock

NVDA Stock

Example 1:

$250.00 (at or above its coupon threshold level)

$285.00 (at or above its coupon threshold level)

$150.00 (at or above its coupon threshold level)

$170.00 (at or above its coupon threshold level)

$120.00 (at or above its coupon threshold level)

$1,008.167 (the stated principal amount plus the higher coupon payment with respect to the final observation date)

Example 2:

$100.00 (below its coupon threshold level)

$235.00 (at or above its coupon threshold level)

$145.00 (at or above its coupon threshold level)

$110.00 (at or above its coupon threshold level)

$120.00 (at or above its coupon threshold level)

$1,000.208 (the stated principal amount plus the lower coupon payment with respect to the final observation date)

Bloomberg Ticker Symbol:

AAPL

Exchange:

Nasdaq

Current Stock Price:

$225.00

52 Weeks Ago:

$188.01

52 Week High (on 10/21/2024):

$236.48

52 Week Low (on 4/19/2024):

$165.00

Current Dividend Yield:

0.44%

Common Stock of Apple Inc.

(CUSIP 037833100)

High ($)

Low ($)

Dividends ($)

2021

First Quarter

143.16

116.36

0.205

Second Quarter

136.96

122.77

0.22

Third Quarter

156.69

137.27

0.22

Fourth Quarter

180.33

139.14

0.22

2022

First Quarter

182.01

150.62

0.22

Second Quarter

178.44

130.06

0.23

Third Quarter

174.55

138.20

0.23

Fourth Quarter

155.74

126.04

0.23

2023

First Quarter

164.90

125.02

0.23

Second Quarter

193.97

160.10

0.24

Third Quarter

196.45

170.43

0.24

Fourth Quarter

198.11

166.89

0.24

2024

First Quarter

195.18

169.00

0.24

Second Quarter

216.67

165.00

0.25

Third Quarter

234.82

207.23

0.25

Fourth Quarter (through November 15, 2024)

236.48

221.69

0.25

Common Stock of Apple Inc. - Daily Closing Prices

January 1, 2019 through November 15, 2024

Bloomberg Ticker Symbol:

TSLA

Exchange:

Nasdaq

Current Stock Price:

$320.72

52 Weeks Ago:

$242.84

52 Week High (on 11/11/2024):

$350.00

52 Week Low (on 4/22/2024):

$142.05

Current Dividend Yield:

N/A

Common Stock of Tesla, Inc.

(CUSIP 88160R101)

High ($)

Low ($)

Dividends ($)

2021

First Quarter

294.363

187.667

-

Second Quarter

254.107

187.820

-

Third Quarter

263.787

214.460

-

Fourth Quarter

409.970

258.407

-

2022

First Quarter

399.927

254.680

-

Second Quarter

381.817

209.387

-

Third Quarter

309.320

227.263

-

Fourth Quarter

249.44

109.10

-

2023

First Quarter

214.24

108.10

-

Second Quarter

274.45

153.75

-

Third Quarter

293.34

215.49

-

Fourth Quarter

263.62

197.36

-

2024

First Quarter

248.42

162.50

-

Second Quarter

197.88

142.05

-

Third Quarter

263.26

191.76

-

Fourth Quarter (through November 15, 2024)

350.00

213.65

-

Common Stock of Tesla, Inc. - Daily Closing Prices

January 1, 2019 through November 15, 2024

Bloomberg Ticker Symbol:

AMD

Exchange:

Nasdaq

Current Stock Price:

$134.90

52 Weeks Ago:

$118.00

52 Week High (on 3/7/2024):

$211.38

52 Week Low (on 12/6/2023):

$116.82

Current Dividend Yield:

N/A

Common Stock of Advanced Micro Devices Inc. (CUSIP 007903107)

High ($)

Low ($)

Dividends ($)

2021

First Quarter

97.25

73.96

-

Second Quarter

93.93

73.09

-

Third Quarter

118.77

85.89

-

Fourth Quarter

161.91

100.34

-

2022

First Quarter

150.24

102.25

-

Second Quarter

110.53

76.47

-

Third Quarter

103.91

63.36

-

Fourth Quarter

77.63

55.94

-

2023

First Quarter

100.28

62.33

-

Second Quarter

129.19

81.62

-

Third Quarter

118.32

95.96

-

Fourth Quarter

148.76

93.67

-

2024

First Quarter

211.38

135.32

-

Second Quarter

183.34

144.27

-

Third Quarter

183.96

128.67

-

Fourth Quarter (through November 15, 2024)

172.80

134.90

-

Common Stock of Advanced Micro Devices Inc. - Daily Closing Prices
January 1, 2019 to November 15, 2024

* The red solid line indicates the coupon threshold level, which is 75% of the initial share price.

Bloomberg Ticker Symbol:

META

Exchange:

Nasdaq

Current Stock Price:

$554.08

52 Weeks Ago:

$332.71

52 Week High (on 10/4/2024):

$595.94

52 Week Low (on 12/6/2023):

$317.45

Current Dividend Yield:

0.36%

Class A Common Stock of Meta Platforms, Inc.

(CUSIP 30303M102)

High ($)

Low ($)

Dividends ($)

2021

First Quarter

294.53

245.64

-

Second Quarter

355.64

296.52

-

Third Quarter

382.18

336.95

-

Fourth Quarter

347.56

306.84

-

2022

First Quarter

338.54

186.63

-

Second Quarter

233.89

155.85

-

Third Quarter

183.17

134.40

-

Fourth Quarter

140.28

88.91

-

2023

First Quarter

211.94

124.74

-

Second Quarter

288.73

207.55

-

Third Quarter

325.48

283.25

-

Fourth Quarter

358.32

288.35

-

2024

First Quarter

512.19

344.47

0.50

Second Quarter

527.34

430.17

0.50

Third Quarter

572.44

453.41

0.50

Fourth Quarter (through November 15, 2024)

595.94

554.08

-

Class A Common Stock of Meta Platforms, Inc. - Daily Closing Prices

January 1, 2019 through November 15, 2024

* The red solid line indicates the coupon threshold level, which is 75% of the initial share price.

Bloomberg Ticker Symbol:

NVDA

Exchange:

Nasdaq

Current Stock Price:

$141.98

52 Weeks Ago:

$48.89

52 Week High (on 11/7/2024):

$148.88

52 Week Low (on 12/6/2023):

$45.50

Current Dividend Yield:

0.03%

Common Stock of NVIDIA Corporation (CUSIP 67066G104)

High ($)

Low ($)

Dividends ($)

2021

First Quarter

15.3303

11.5933

0.004

Second Quarter

20.0268

13.6653

0.004

Third Quarter

22.843

18.161

0.004

Fourth Quarter

33.376

19.732

0.004

2022

First Quarter

30.121

21.330

0.004

Second Quarter

27.360

15.159

0.004

Third Quarter

19.215

12.139

0.004

Fourth Quarter

18.072

11.227

0.004

2023

First Quarter

27.777

14.265

0.004

Second Quarter

43.808

26.241

0.004

Third Quarter

49.355

40.855

0.004

Fourth Quarter

50.409

40.326

0.004

2024

First Quarter

95.002

47.569

0.004

Second Quarter

135.58

76.20

0.01

Third Quarter

134.91

98.91

0.01

Fourth Quarter (through November 15, 2024)

148.88

117.00

-

Common Stock of NVIDIA Corporation - Daily Closing Prices
January 1, 2019 to November 15, 2024

* The red solid line indicates the coupon threshold level, which is 75% of the initial share price.

Additional Terms:

If the terms described herein are inconsistent with those described in the accompanying prospectus supplement or prospectus, the terms described herein shall control.

Interest period:

The monthly period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof.

Underlying stock issuer:

With respect to the AAPL Stock, Apple Inc.

With respect to the TSLA Stock, Tesla, Inc.

With respect to the AMD Stock, Advanced Micro Devices Inc.

With respect to the META Stock, Meta Platforms, Inc.

With respect to the NVDA Stock, NVIDIA Corporation

Day-count convention:

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Record date:

The record date for each coupon payment date, including the coupon payment date scheduled to occur on the maturity date, shall be the date one business day prior to such scheduled coupon payment date; provided, however, that any coupon payable at maturity or upon early redemption shall be payable to the person to whom the payment at maturity or early redemption payment, as the case may be, shall be payable.

Denominations:

$1,000 and integral multiples thereof

Senior Note or Subordinated Note:

Senior

Bull or bear notes:

Bull notes

Call right:

The notes are not callable prior to the maturity date

Business day:

Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York.

Trading day:

A day, as determined by the calculation agent, on which trading is generally conducted on the New

York Stock Exchange, the Nasdaq National Market, the Chicago Mercantile Exchange Inc. and the

Chicago Board Options Exchange and in the over-the-counter market for equity securities in the

United States.

Postponement of coupon payment dates (including the maturity date) and early redemption dates:

If any scheduled coupon payment date (including the maturity date) or early redemption date is not a business day, the applicable payment will be made on the next succeeding business day and no adjustment will be made to the payment made on any such succeeding business day.

If, due to a market disruption event or otherwise, any observation date or redemption determination date for any underlying stock is postponed so that it falls less than two business days prior to the scheduled coupon payment date (including the maturity date) or early redemption date, as applicable, the coupon payment date (or the maturity date) or the early redemption date, as applicable, shall be postponed to the second business day following that observation date or redemption determination date as postponed. In any of these cases, no adjustment shall be made to any payment made on that postponed date.

Postponement of

observation dates and redemption determination dates:

If any scheduled observation date or redemption determination date is not a trading day, that observation date or redemption determination date, as applicable, will be postponed to the next trading day. In addition, if a market disruption event occurs on any scheduled observation date or redemption determination date with respect to any underlying stock, the determination closing price for that underlying stock only will be determined on the next trading day on which no market disruption event occurs with respect to that underlying stock. The determination of the closing price for the unaffected underlying stocks will not be postponed.

If the determination closing price for any underlying stock has not been determined by the fifth trading day following a scheduled observation date or redemption determination date, the calculation agent will determine such determination closing price for such underlying stock as (i) the closing price for such underlying stock determined on such fifth trading day in accordance with the second paragraph of "Closing price" below times (ii) the related adjustment factor.

Calculation agent:

MS & Co. and its successors

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

All calculations with respect to the monthly coupon payments and payment at maturity (or early redemption payment) will be made by the calculation agent and will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination of the amount of cash payable per note will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate number of the notes will be

rounded to the nearest cent, with one-half cent rounded upward.

Because the calculation agent is our affiliate, the economic interests of the calculation agent and its affiliates may be adverse to your interests as an investor in the notes, including with respect to certain determinations and judgments that the calculation agent must make in determining the initial share prices, the determination closing prices, the share percent changes, the payments on the notes, what adjustments should be made, if any, to the adjustment factor with respect to an underlying stock or whether a market disruption event has occurred. See "Market disruption event", "Antidilution adjustments," and "Alternate exchange calculation in case of an event of default" below. MS & Co. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.

Closing price:

Subject to the provisions set out under "Antidilution adjustments" below, the closing price for one share of each underlying stock (or one unit of any other security for which a closing price must be determined) on any trading day means:

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

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

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

If such underlying stock (or any such other security) is listed on any national securities exchange but the last reported sale price or the official closing price published by such exchange, or by the Nasdaq, as applicable, is not available pursuant to the preceding sentence, then the closing price for one share of such underlying stock (or one unit of any such other security) on any trading day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on the Nasdaq or the OTC Bulletin Board on such day. If a market disruption event (as defined below) occurs with respect to such underlying stock, (or any such other security) or the last reported sale price or the official closing price published by the Nasdaq, as applicable, for such underlying stock (or any such other security) is not available pursuant to either of the two preceding sentences, then the closing price for any trading day will be the mean, as determined by the calculation agent, of the bid prices for such underlying stock (or any such other security) for such trading day obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the calculation agent. Bids of MS & Co. and its successors or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third-party dealers, such closing price will be determined by the calculation agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. The term OTC Bulletin Board Service will include any successor service thereto, or, if applicable, the OTC Reporting Facility operated by FINRA. See "Antidilution adjustments" below.

Market disruption event:

With respect to each underlying stock, market disruption event means:

(i) the occurrence or existence of any of:

(a)a suspension, absence or material limitation of trading of such underlying stock on the primary market for that underlying stock for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session in such market; or

(b)a breakdown or failure in the price and trade reporting systems of the primary market for such underlying stock as a result of which the reported trading prices for that underlying stock during the last one-half hour preceding the close of the principal trading session in such market are materially inaccurate; or

(c)the suspension, absence or material limitation of trading on the primary market for trading in futures or options contracts related to that underlying stock, if available, during the one-half hour period preceding the close of the principal trading session in the applicable market,

in each case as determined by the calculation agent in its sole discretion; and

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

For the purposes of determining whether a market disruption event has occurred with respect to an underlying stock: (1) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the primary market, (2) a decision to permanently discontinue trading in the relevant options contract will not constitute a market disruption event, (3) a suspension of trading in options contracts on such underlying stock by the primary securities market trading in such contracts by reason of (a) a price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or (c) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence or material limitation of trading in options contracts related to such underlying stock and (4) a suspension, absence or material limitation of trading on the primary market on which options contracts related to such underlying stock are traded will not include any time when such securities

market is itself closed for trading under ordinary circumstances.

Antidilution adjustments:

The adjustment factor with respect to an underlying stock will be adjusted as follows:

1. If such underlying stock is subject to a stock split or reverse stock split, then once such split has become effective, the adjustment factor for such underlying stock will be adjusted to equal the product of the prior adjustment factor for such underlying stock and the number of shares issued in such stock split or reverse stock split with respect to one share of such underlying stock.

2. If such underlying stock is subject (i) to a stock dividend (issuance of additional shares of such underlying stock) that is given ratably to all holders of shares of such underlying stock or (ii) to a distribution of such underlying stock as a result of the triggering of any provision of the corporate charter of the issuer of such underlying stock (the relevant "underlying stock issuer"), then once the dividend has become effective and such underlying stock is trading ex-dividend, the adjustment factor for such underlying stock will be adjusted so that the new adjustment factor for such underlying stock shall equal the prior adjustment factor for such underlying stock plus the product of (i) the number of shares issued with respect to one share of such underlying stock and (ii) the prior adjustment factor for such underlying stock.

3. If the applicable underlying stock issuer issues rights or warrants to all holders of such underlying stock to subscribe for or purchase that underlying stock at an exercise price per share less than the closing price of that underlying stock on both (i) the date the exercise price of such rights or warrants is determined and (ii) the expiration date of such rights or warrants, and if the expiration date of such rights or warrants precedes the maturity of the notes, then the adjustment factor for such underlying stock will be adjusted to equal the product of the prior adjustment factor for such underlying stock and a fraction, the numerator of which shall be the number of shares of such underlying stock outstanding immediately prior to the issuance of such rights or warrants plus the number of additional shares of such underlying stock offered for subscription or purchase pursuant to such rights or warrants and the denominator of which shall be the number of shares of such underlying stock outstanding immediately prior to the issuance of such rights or warrants plus the number of additional shares of such underlying stock which the aggregate offering price of the total number of shares of such underlying stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the closing price on the expiration date of such rights or warrants, which shall be determined by multiplying such total number of shares offered by the exercise price of such rights or warrants and dividing the product so obtained by such closing price.

4. There will be no required adjustments to the adjustment factors to reflect cash dividends or other distributions paid with respect to an underlying stock other than distributions described in paragraph 2, paragraph 3 and clauses (i), (iv) and (v) of the first sentence of paragraph 5 and extraordinary dividends as described below. A cash dividend or other distribution with respect to an underlying stock will be deemed to be an "extraordinary dividend" if such cash dividend or distribution exceeds the immediately preceding non-extraordinary dividend for such underlying stock by an amount equal to at least 10% of the closing price of such underlying stock (as adjusted for any subsequent corporate event requiring an adjustment hereunder, such as a stock split or reverse stock split) on the trading day preceding the ex-dividend date (that is, the day on and after which transactions in such underlying stock on the primary U.S. organized securities exchange or trading system on which such underlying stock is traded no longer carry the right to receive that cash dividend or that cash distribution) for the payment of such extraordinary dividend (such closing price, the "base closing price"). Subject to the following sentence, if an extraordinary dividend occurs with respect to an underlying stock, the adjustment factor with respect to such underlying stock will be adjusted on the ex-dividend date with respect to such extraordinary dividend so that the new adjustment factor will equal the product of (i) the then current adjustment factor and (ii) a fraction, the numerator of which is the base closing price, and the denominator of which is the amount by which the base closing price exceeds the extraordinary dividend amount. If any extraordinary dividend amount is at least 35% of the base closing price, then, instead of adjusting the adjustment factor, the calculation of the closing price with respect to the affected underlying stock will be determined as described in paragraph 5 below, and the extraordinary dividend will be allocated to the replacement stock in accordance with the procedures for a replacement underlying stock as described in clause (c) (ii) of paragraph 5 below. The "extraordinary dividend amount" with respect to an extraordinary dividend for such underlying stock will equal (i) in the case of cash dividends or other distributions that constitute regular dividends, the amount per share of such extraordinary dividend minus the amount per share of the immediately preceding non-extraordinary dividend for such underlying stock or (ii) in the case of cash dividends or other distributions that do not constitute regular dividends, the amount per share of such extraordinary dividend. The value of the non-cash component of an extraordinary dividend will be determined on the ex-dividend date for such distribution by the calculation agent, whose determination shall be conclusive in the absence of manifest error. A distribution on such underlying stock described in clause (i), (iv) or (v) of the first sentence of paragraph 5 below shall cause an adjustment to the adjustment factor pursuant only to clause (i), (iv) or (v) of the first sentence of paragraph 5, as applicable.

5. If, with respect to one or more of the underlying stocks, (i) there occurs any reclassification or change of such underlying stock, including, without limitation, as a result of the issuance of any tracking stock by the underlying stock issuer for such underlying stock, (ii) such underlying stock issuer or any surviving entity or subsequent surviving entity of such underlying stock issuer (the "successor corporation") has been subject to a merger, combination or consolidation and is not the surviving entity, (iii) any statutory exchange of securities of such underlying stock issuer or any successor corporation with another corporation occurs (other than pursuant to clause (ii) above), (iv) such underlying stock issuer is liquidated, (v) such underlying stock issuer issues to all of its shareholders equity securities of an issuer other than such underlying stock issuer (other than in a transaction described in clause (ii), (iii) or (iv) above) (a "spin-off event") or (vi) a tender or exchange offer or going-private transaction is consummated for all of the outstanding shares of such underlying stock (any such event in

clauses (i) through (vi), a "reorganization event"), the method of determining whether an early redemption has occurred and the amount payable upon an early redemption date or at maturity for each note will be as follows:

●Upon any redemption determination date following the effective date of a reorganization event and prior to the final observation date: If the exchange property value (as defined below) is greater than or equal to its call threshold level, and the determination closing price (or exchange property value, if applicable) of each other underlying stock is also greater than or equal to its call threshold level, the notes will be automatically redeemed for an early redemption payment.

●Upon the final observation date, if the notes have not previously been automatically redeemed: You will receive for each note that you hold a payment at maturity equal to:

➢If the exchange property value on the final observation date is greater than or equal to the respective coupon threshold level, and the determination closing price of each other underlying stock (or exchange property value, as applicable) is also greater than its respective coupon threshold level on the final observation date: (i) the stated principal amount plus (ii) the higher coupon payment with respect to the final observation date.

➢If the exchange property value on the final observation date is less than the respective coupon threshold level, or if the determination closing price (or exchange property value, if applicable) of any other underlying stock is less than its respective coupon threshold level on the final observation date: (i) the stated principal amount plus (ii) the lower coupon payment with respect to the final observation date.

Following the effective date of a reorganization event, the higher coupon payment will be payable for each observation date on which the exchange property value is greater than or equal to the coupon threshold level and the determination closing price (or exchange property value, as applicable) of each other underlying stock is also greater than or equal to its coupon threshold level.

If exchange property includes a cash component, investors will not receive any interest accrued on such cash component. In the event exchange property consists of securities, those securities will, in turn, be subject to the antidilution adjustments set forth in paragraphs 1 through 5.

For purposes of determining whether or not the exchange property value is less than the call threshold level, or less than the coupon threshold level, "exchange property value" means (x) for any cash received in any reorganization event, the value, as determined by the calculation agent, as of the date of receipt, of such cash received for one share of such underlying stock, as adjusted by the adjustment factor at the time of such reorganization event, (y) for any property other than cash or securities received in any such reorganization event, the market value, as determined by the calculation agent in its sole discretion, as of the date of receipt, of such exchange property received for one share of such underlying stock, as adjusted by the adjustment factor at the time of such reorganization event and (z) for any security received in any such reorganization event, an amount equal to the determination closing price, as of the day on which the exchange property value is determined, per share of such security multiplied by the quantity of such security received for each share of such underlying stock, as adjusted by the adjustment factor at the time of such reorganization event.

For purposes of paragraph 5 above, in the case of a consummated tender or exchange offer or going-private transaction involving consideration of particular types, exchange property shall be deemed to include the amount of cash or other property delivered by the offeror in the tender or exchange offer (in an amount determined on the basis of the rate of exchange in such tender or exchange offer or going-private transaction). In the event of a tender or exchange offer or a going-private transaction with respect to exchange property in which an offeree may elect to receive cash or other property, exchange property shall be deemed to include the kind and amount of cash and other property received by offerees who elect to receive cash.

Following the occurrence of any reorganization event referred to in paragraph 5 above, all references in this offering document with respect to the notes to such "underlying stock" shall be deemed to refer to the exchange property and references to a "share" or "shares" of such underlying stock shall be deemed to refer to the applicable unit or units of such exchange property, unless the context otherwise requires.

No adjustment to the adjustment factor for any underlying stock will be required unless such adjustment would require a change of at least 0.1% in the adjustment factor of such underlying stock then in effect. The adjustment factor resulting from any of the adjustments specified above will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward. Adjustments to the adjustment factors will be made up to the close of business on the final observation date.

No adjustments to the adjustment factor for any underlying stock or method of calculating the adjustment factors will be required other than those specified above. The adjustments specified above do not cover all events that could affect the closing price of an underlying stock, including, without limitation, a partial tender or exchange offer for an underlying stock.

The calculation agent shall be solely responsible for the determination and calculation of any adjustments to the adjustment factor for an underlying stock or method of calculating the adjustment factors and of any related determinations and calculations with respect to any distributions of stock, other securities or other property or assets (including cash) in connection with any corporate event described in paragraphs 1 through 5 above, and its determinations and calculations with respect thereto shall be conclusive in the absence of manifest error.

The calculation agent will provide information as to any adjustments to an adjustment factor or to the method of calculating

the amounts payable on the notes made pursuant to paragraph 5 above upon written request by any investor in the notes.

Trustee:

The Bank of New York Mellon

Issuer notice to registered note holders, the trustee and the depositary:

In the event that any coupon payment date or the maturity date is postponed as described above, the issuer shall give notice of such postponement and, once it has been determined, of the date to which the applicable any coupon payment date or the maturity date, as applicable, has been rescheduled (i) to each registered holder of the notes by mailing notice of such postponement by first class mail, postage prepaid, to such registered holder's last address as it shall appear upon the registry books, (ii) to the trustee by facsimile confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the "depositary") by telephone or facsimile confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holder of the notes in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether or not such registered holder receives the notice. The issuer shall give such notice as promptly as possible, and in no case later than (i) with respect to notice of postponement of any coupon payment date or maturity date, as applicable, the business day immediately preceding the scheduled coupon payment date or maturity date, as applicable, and (ii) with respect to notice of the date to which the coupon payment date or maturity date, as applicable, has been rescheduled, the business day immediately following the applicable observation date as postponed.

In the event that the notes are subject to early redemption, the issuer shall, (i) on the business day following the applicable redemption determination date, give notice of the early redemption and the early redemption payment, including specifying the payment date of the amount due upon the early redemption, (x) to each registered holder of the notes by mailing notice of such early redemption by first class mail, postage prepaid, to such registered holder's last address as it shall appear upon the registry books, (y) to the trustee by facsimile confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (z) to the depositary by telephone or facsimile confirmed by mailing such notice to the depositary by first class mail, postage prepaid, and (ii) on or prior to the early redemption date, deliver the aggregate cash amount due with respect to the notes to the trustee for delivery to the depositary, as holder of the notes. Any notice that is mailed to a registered holder of the notes in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether or not such registered

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash, to be delivered with respect to each note, on or prior to 10:30 a.m. (New York City time) on the business day preceding the each coupon payment date (but if such trading day is not a business day, prior to the close of business on the business day preceding such coupon payment date) and (ii) deliver the aggregate cash amount due with respect to the notes to the trustee for delivery to the depositary, as a holder of the notes, on each coupon payment date.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary of the payment at maturity on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date (but if such trading day is not a business day, prior to the close of business on the business day preceding the maturity date) and (ii) deliver the aggregate cash amount due with respect to the notes to the trustee for delivery to the depositary, as a holder of the notes, on the maturity date.

Alternate exchange calculation in case of an event of default:

If an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the notes (the "Acceleration Amount") will be an amount, determined by the calculation agent in its sole discretion, that is equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all our payment and other obligations with respect to the notes as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to the notes. That cost will equal:

●the lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus

●the reasonable expenses, including reasonable attorneys' fees, incurred by the holders of the notes in preparing any documentation necessary for this assumption or undertaking.

During the default quotation period for the notes, which we describe below, the holders of the notes and/or we may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest-or, if there is only one, the only-quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the Acceleration Amount.

Notwithstanding the foregoing, if a voluntary or involuntary liquidation, bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then depending on applicable bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount.

If the maturity of the notes is accelerated because of an event of default as described above, we shall, or shall cause the calculation agent to, provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary of the Acceleration Amount and the aggregate cash amount due, if any, with respect to the notes as promptly as possible and in no event later than two business days after the date of such acceleration.

Default quotation period

The default quotation period is the period beginning on the day the Acceleration Amount first becomes due and ending on the third business day after that day, unless:

●no quotation of the kind referred to above is obtained, or

●every quotation of that kind obtained is objected to within five business days after the due date as described above.

If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence.

In any event, if the default quotation period and the subsequent two business day objection period have not ended before the final observation date, then the Acceleration Amount will equal the principal amount of the notes.

Qualified financial institutions

For the purpose of determining the Acceleration Amount at any time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United States or Europe, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated either:

●A-2 or higher by Standard & Poor's Ratings Services or any successor, or any other comparable rating then used by that rating agency, or

●P-2 or higher by Moody's Investors Service or any successor, or any other comparable rating then used by that rating agency.

Additional Information:

Minimum ticketing size:

$1,000 / 1 note

Tax considerations:

Under current law and based on current market conditions, the notes should be treated as "variable rate debt instruments" for U.S. federal income tax purposes. U.S. Holders should read the sections of the accompanying prospectus supplement entitled "United States Federal Taxation-Tax Consequences to U.S. Holders-Notes-Floating Rate Notes" and "United States Federal Taxation-Tax Consequences to U.S. Holders-Backup Withholding and Information Reporting." Except where stated otherwise, the following discussion is based on the treatment of the notes as "variable rate debt instruments."

Coupon Payments on the Notes

Each coupon payment on the notes will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes. Because the amount of a coupon payment in respect of an accrual period will not be known until the relevant coupon determination date, it is not clear how accrued interest will be determined prior to the relevant coupon determination date.

Sale or Exchange of the Notes

Upon a sale or exchange of the notes, a U.S. Holder will recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange (other than any amount attributable to accrued interest, which will be treated as a payment of interest) and the U.S. Holder's tax basis in the notes, which will equal the U.S. Holder's purchase price for the notes. Because the amount of a coupon payment in respect of an accrual period may not be known until the relevant coupon determination date, it is not clear how much interest will be treated as having accrued on the notes at the time of a sale or exchange that occurs during the period. The capital gain or loss recognized upon a sale or exchange of the notes will be long-term capital gain or loss if the U.S. Holder has held the notes for more than one year at the time of sale or exchange.

Possible Alternative Tax Treatment of an Investment in the Notes

If market conditions change prior to the notes' issuance or if the Internal Revenue Service (the "IRS") disagrees with our determination, alternative tax treatments are possible. In particular, the notes could be treated as subject to Treasury regulations governing "contingent payment debt instruments" as described in the section of the accompanying prospectus supplement called "United States Federal Taxation―Tax Consequences to U.S. Holders- Notes-Contingent Payment Notes." Under this treatment, if you are a U.S. taxable investor, you generally would be subject to annual income tax based on the "comparable yield" (as defined in the accompanying prospectus supplement) of the notes, adjusted upward or downward to reflect the difference, if any, between the actual and the projected amounts of the contingent payments on the notes. In addition, any gain recognized by U.S. taxable investors on the sale or exchange, or at maturity, of the notes generally would be treated as ordinary income.

If you are a non-U.S. investor, please also read the section of the accompanying prospectus supplement called "United States Federal Taxation - Tax Consequences to Non-U.S. Holders."

As discussed in the accompanying prospectus supplement, Section 871(m) of the Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an "Underlying Security"). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a "Specified Security"). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2027 that do not have a delta of one with respect to any Underlying Security. Based on the terms of the notes and current market conditions, we expect that the notes will not have a delta of one with respect to any Underlying Security on the pricing date. However, we will provide an updated determination in the final pricing supplement. Assuming that the notes do not have a delta of one with respect to any Underlying Security, the notes should not be Specified Securities and, therefore, should not be subject to Section 871(m). Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.

You should consult your tax adviser regarding all aspects of the U.S. federal income tax consequences of an investment in the notes, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Use of proceeds and hedging:

The proceeds from the sale of the notes will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our hedging counterparty will reimburse the cost of the agent's commissions. The costs of the notes borne by you and described beginning on page 4 above comprise the agent's commissions and the cost of issuing, structuring and hedging the notes.

On or prior to the pricing date, we expect to hedge our anticipated exposure in connection with the notes by taking positions in the underlying stocks, in futures and/or options contracts on the underlying stocks listed on major securities markets or positions in any other available securities or instruments that we may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial share price of an underlying stock, and, therefore, could potentially increase (i) the value at or above which such underlying stock must close on the redemption determination dates so that the notes are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying stocks) and (ii) the coupon threshold level for such underlying stock, which is the value at or above which the underlying stock must close on the observation dates so that you receive the higher coupon payment on the notes (depending also on the performance of the other underlying stocks). In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the notes, including on the observation dates, by purchasing and selling the underlying stocks, futures or options contracts on the underlying stocks that are listed on major securities markets or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities, including by selling any such securities or instruments on the observation dates. As a result, these entities may be unwinding or adjusting hedge positions during the term of the notes, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the observation dates approach. We cannot give any assurance that our hedging activities will not affect the value of any underlying stock and, accordingly, whether we redeem the notes prior to maturity and whether we pay the lower coupon payment or higher coupon payment on the coupon payment dates.

Additional considerations:

Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the notes, either directly or indirectly.

Supplemental information regarding plan of distribution; conflicts of interest:

Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $ for each security they sell.

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the notes. When MS & Co. prices this offering of notes, it will determine the economic terms of the notes, including the higher coupon payment, such that for each note the estimated value on the pricing date will be no lower than the minimum level described in "Investment Summary" beginning on page 4.

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account.

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the prospectus supplement, and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. When you read the accompanying prospectus supplement, please note that all references in such supplement 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. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you so request by calling toll-free 800-584-6837.

You may access these documents on the SEC web site at www.sec.gov.as follows:

Prospectus Supplement dated November 16, 2023

Prospectus dated April 12, 2024

Terms used but not defined in this document are defined in the prospectus supplement or in the prospectus.