Free Writing Prospectus - Form FWP

Summary of terms

Issuer and guarantor	Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor)
Underlying stocks	Common stock of Apple Inc. (the "AAPL Stock"), class A common stock of Alphabet Inc. (the "GOOGL Stock"), class A common stock of Meta Platforms, Inc. (the "META Stock") and the common stock of NVIDIA Corporation (the "NVDA Stock")
Pricing date*	July 23, 2024
Original issue date*	July 26, 2024*
Face amount	$1,000 per security
Maturity payment amount (per security)	· If the ending price of the lowest performing underlying stock is greater than its starting price: $1,000 + [$1,000 × stock return of lowest performing underlying stock × participation rate] · If the ending price of the lowest performing underlying stock is less than or equal to its starting price, but greater than or equal to its threshold price: $1,000 · If the ending price of the lowest performing underlying stock is less than its threshold price: $1,000 + [$1,000 × stock return of lowest performing underlying stock]
Maturity date*	July 27, 2028
Starting price	With respect to each underlying stock, its stock closing price on the pricing date
Ending price	With respect to each underlying stock, its stock closing price on the calculation day
Threshold price	65% of the starting price for each underlying
Participation rate	At least 464%, to be determined on the pricing date
Lowest performing underlying stock	The underlying stock with the lowest stock return
Stock return	With respect to an underlying stock, the percentage change from its starting price to its ending price, measured as follows: ending price - starting price starting price
Calculation day*	July 24, 2028
Calculation agent	Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor
Denominations	$1,000 and any integral multiple of $1,000
Agent discount**	Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $33.25 for each security it sells. Dealers, including Wells Fargo Advisors ("WFA"), may receive a selling concession of up to $27.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA.
CUSIP	61776MD36
Tax considerations	See preliminary pricing supplement

Hypothetical payout profile

If the ending price of the lowest performing underlying stock is less than its threshold price, which is 65% of the starting price, you will lose more than 35%, and possibly all, of the face amount of your securities at maturity.

The face amount 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 per security. We estimate that the value of each security on the pricing date will be approximately $927.20, or within $27.20 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. See "Estimated Value of the Securities" in the accompanying preliminary pricing supplement for further information.

This document provides a summary of the terms of the securities. Investors should carefully review the accompanying preliminary pricing supplement referenced below, product supplement for principal at risk securities and prospectus, and the "Selected risk considerations" on the following page, before making a decision to invest in the securities.

Preliminary Pricing Supplement:

https://www.sec.gov/Archives/edgar/data/895421/000095010324009960/dp214487_424b2-ps2933.htm

Risks Relating to an Investment in the Securities

·	The securities do not pay interest, and you will lose more than 35%, and possibly all, of the face amount of your securities at maturity if the ending price of the lowest performing underlying stock is less than its respective threshold price.

·	The market price will be influenced by many unpredictable factors.

·	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.

·	As a finance subsidiary, MSFL has no independent operations and will have no independent assets.

·	The amount payable on the securities is not linked to the stock closing prices at any time other than the calculation day.

·	Investing in the securities is not equivalent to investing in the underlying stocks.

·

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 face amount reduce the economic terms of the securities, cause the estimated value of the securities to be less than the face amount and will adversely affect secondary market prices.

·	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.

·	The securities will not be listed on any securities exchange and secondary trading may be limited.

·	The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.

·	Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.

·	The maturity date may be postponed if the calculation day is postponed.

·	Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates.

·	The U.S. federal income tax consequences of an investment in the securities are uncertain.

Risks Relating to the Underlying Stocks

·	You are exposed to the price risk of each underlying stock.

·	Because the securities are linked to the performance of the lowest performing underlying stock, you are exposed to greater risk of sustaining a significant loss on your investment than if the securities were linked to just one underlying stock.

·	No affiliation with Apple Inc., Alphabet Inc., Meta Platforms, Inc. or NVIDIA Corporation.

·	We may engage in business with or involving Apple Inc., Alphabet Inc., Meta Platforms, Inc. or NVIDIA Corporation without regard to your interests.

·	The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks.

·	Historical closing prices of the underlying stocks should not be taken as an indication of the future performance of the underlying stocks during the term of the securities.

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