Primary Offering Prospectus - Form 424B2

FINAL TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlyings:

NVIDIA Corporation common stock (the "NVDA Stock"), Taiwan Semiconductor Manufacturing Company Limited American depositary shares ("ADSs"), each Taiwan Semiconductor ADS representing five Taiwan Semiconductor Manufacturing Company Limited common shares (the "TSM Stock") and Nasdaq-100 Index® (the "NDX Index"). We refer to each of the NVDA Stock and the TSM Stock as an underlying stock.

Aggregate principal amount:

$2,801,000

Stated principal amount:

$1,000 per security

Issue price:

$1,000 per security

Pricing date:

October 29, 2024

Original issue date:

November 1, 2024 (3 business days after the pricing date)

Maturity date:

November 2, 2028

Early redemption:

The securities are not subject to automatic early redemption until approximately one year after the original issue date. Following the 1-year initial non-call period, the securities will be automatically redeemed if, as of any monthly determination date, beginning on October 30, 2025, a redemption event, as defined below, has occurred on or prior to such determination date with respect to each of the underlyings. The securities will not be redeemed on any early redemption date unless a redemption event has occurred with respect to each of the underlyings on or prior to the related determination date.

Redemption event:

A redemption event occurs with respect to an underlying if, on any monthly determination date (beginning after one year), the closing level of such underlying (multiplied by the respective then-current adjustment factor, if applicable) is greater than or equal to its respective call threshold level. In order for you to receive a positive return on the securities, a redemption event must occur with respect to each individual underlying on a determination date up to and including the final determination date.

Early redemption payment:

The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 25.30% per annum) for each monthly determination date. See "Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)" below.

Determination dates:

Beginning after one year, monthly, as set forth under "Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)" below.

The determination dates are subject to postponement for non-trading days, non-index business days and certain market disruption events.

Early redemption dates:

See "Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)" below. If any such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustments will be made to the early redemption payment.

Determination closing level:

With respect to each underlying stock, on any trading day, the closing price of such underlying on such trading day times the respective then-current adjustment factor for such underlying on such trading day

With respect to the NDX Index, on any index business day, the index closing value of such underlying on such index business day

Payment at maturity:

If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:

●If a redemption event has occurred with respect to each underlying on or prior to the final determination date:

$2,012.00

●If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to its respective downside threshold level:

$1,000

●If at least one underlying has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level:

$1,000 x share performance factor of the worst performing underlying

Under these circumstances, you will lose more than 40%, and possibly all, of your investment.

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:

$975.40 per security. See "Investment Summary" beginning on page 4.

Commissions and issue price:

Price to public

Agent's commissions(1)

Proceeds to us(2)

Per security

$1,000

$0

$1,000

Total

$2,801,000

$0

$2,801,000

Initial level:

With respect to the NVDA Stock, $141.25, which is its closing price on the pricing date

With respect to the TSM Stock, $196.94, which is its closing price on the pricing date

With respect to the NDX Index, 20,550.65, which is the index closing value of such index on the pricing date

Downside threshold level:

With respect to the NVDA Stock, $84.75, which is 60% of its initial level

With respect to the TSM Stock, $118.164, which is 60% of its initial level

With respect to the NDX Index, 12,330.39, which is 60% of its initial level

Call threshold level:

With respect to the NVDA Stock, $127.125, which is 90% of its initial level

With respect to the TSM Stock, $177.246, which is 90% of its initial level

With respect to the NDX Index, 18,495.585, which is 90% of its initial level

Final level:

With respect to each underlying stock, the respective determination closing level of such underlying stock on the final determination date

With respect to the NDX Index, the determination closing level on the final determination 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

Underlying performance factor:

With respect to each underlying, the final level divided by the initial level

Worst performing underlying:

The underlying with the largest percentage decrease from the respective initial level to the respective final level

CUSIP:

61776WLH4

ISIN:

US61776WLH42

Listing:

The securities will not be listed on any securities exchange.

Determination Dates

Early Redemption Dates

Early Redemption Payments
(per $1,000 Security)

1st determination date:

10/30/2025

1st early redemption date:

11/4/2025

$1,253.00

2nd determination date:

11/28/2025

2nd early redemption date:

12/3/2025

$1,274.083

3rd determination date:

12/29/2025

3rd early redemption date:

1/2/2026

$1,295.167

4th determination date:

1/29/2026

4th early redemption date:

2/3/2026

$1,316.25

5th determination date:

2/27/2026

5th early redemption date:

3/4/2026

$1,337.333

6th determination date:

3/30/2026

6th early redemption date:

4/2/2026

$1,358.417

7th determination date:

4/29/2026

7th early redemption date:

5/4/2026

$1,379.50

8th determination date:

5/29/2026

8th early redemption date:

6/3/2026

$1,400.583

9th determination date:

6/29/2026

9th early redemption date:

7/2/2026

$1,421.667

10th determination date:

7/29/2026

10th early redemption date:

8/3/2026

$1,442.75

11th determination date:

8/31/2026

11th early redemption date:

9/3/2026

$1,463.833

12th determination date:

9/29/2026

12th early redemption date:

10/2/2026

$1,484.917

13th determination date:

10/29/2026

13th early redemption date:

11/3/2026

$1,506.00

14th determination date:

11/30/2026

14th early redemption date:

12/3/2026

$1,527.083

15th determination date:

12/29/2026

15th early redemption date:

1/4/2027

$1,548.167

16th determination date:

1/29/2027

16th early redemption date:

2/3/2027

$1,569.25

17th determination date:

2/26/2027

17th early redemption date:

3/3/2027

$1,590.333

18th determination date:

3/29/2027

18th early redemption date:

4/1/2027

$1,611.417

19th determination date:

4/29/2027

19th early redemption date:

5/4/2027

$1,632.50

20th determination date:

5/28/2027

20th early redemption date:

6/3/2027

$1,653.583

21st determination date:

6/29/2027

21st early redemption date:

7/2/2027

$1,674.667

22nd determination date:

7/29/2027

22nd early redemption date:

8/3/2027

$1,695.75

23rd determination date:

8/30/2027

23rd early redemption date:

9/2/2027

$1,716.833

24th determination date:

9/29/2027

24th early redemption date:

10/4/2027

$1,737.917

25th determination date:

10/29/2027

25th early redemption date:

11/3/2027

$1,759.00

26th determination date:

11/29/2027

26th early redemption date:

12/2/2027

$1,780.083

Determination Dates

Early Redemption Dates

Early Redemption Payments
(per $1,000 Security)

27thdetermination date:

12/29/2027

27th early redemption date:

1/3/2028

$1,801.167

28th determination date:

1/31/2028

28th early redemption date:

2/3/2028

$1,822.25

29th determination date:

2/29/2028

29th early redemption date:

3/3/2028

$1,843.333

30th determination date:

3/29/2028

30th early redemption date:

4/3/2028

$1,864.417

31st determination date:

4/28/2028

31st early redemption date:

5/3/2028

$1,885.50

32nd determination date:

5/30/2028

32nd early redemption date:

6/2/2028

$1,906.583

33rd determination date:

6/29/2028

33rd early redemption date:

7/5/2028

$1,927.667

34th determination date:

7/31/2028

34th early redemption date:

8/3/2028

$1,948.75

35th determination date:

8/29/2028

35th early redemption date:

9/1/2028

$1,969.833

36th determination date:

9/29/2028

36th early redemption date:

10/4/2028

$1,990.917

Final determination date:

10/30/2028

See "Maturity date" above.

See "Payment at maturity" above.

Maturity:

Approximately 4 years

Automatic early redemption monthly (beginning after one year):

The securities are not subject to automatic early redemption until approximately one year after the original issue date. Following this 1-year initial non-call period, if, as of any of the monthly determination dates, a redemption event has occurred with respect to each of the underlyings, the securities will be automatically redeemed for the relevant early redemption payment on the relevant early redemption date.

Redemption event:

A redemption event occurs with respect to an underlying if, on any monthly determination date (beginning after one year), the closing level of such underlying (multiplied by the respective then-current adjustment factor, if applicable) is greater than or equal to its respective call threshold level. In order for you to receive a positive return on the securities, a redemption event must occur with respect to each individual underlying on a determination date up to and including the final determination date.

Early redemption payment:

The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 25.30% per annum) for each monthly determination date, as follows:

●1st determination date:

$1,253.00

●2nd determination date:

$1,274.083

●3rd determination date:

$1,295.167

●4th determination date:

$1,316.25

●5th determination date:

$1,337.333

●6th determination date:

$1,358.417

●7th determination date:

$1,379.50

●8th determination date:

$1,400.583

●9th determination date:

$1,421.667

●10th determination date:

$1,442.75

●11th determination date:

$1,463.833

●12th determination date:

$1,484.917

●13th determination date:

$1,506.00

●14th determination date:

$1,527.083

●15th determination date:

$1,548.167

●16th determination date:

$1,569.25

●17th determination date:

$1,590.333

●18th determination date:

$1,611.417

●19th determination date:

$1,632.50

●20th determination date:

$1,653.583

●21st determination date:

$1,674.667

●22nd determination date:

$1,695.75

●23rd determination date:

$1,716.833

●24th determination date:

$1,737.917

●25th determination date:

$1,759.00

●26th determination date:

$1,780.083

●27th determination date:

$1,801.167

●28th determination date:

$1,822.25

●29th determination date:

$1,843.333

●30th determination date:

$1,864.417

●31st determination date:

$1,885.50

●32nd determination date:

$1,906.583

●33rd determination date:

$1,927.667

●34th determination date:

$1,948.75

●35th determination date:

$1,969.833

●36th determination date:

$1,990.917

No further payments will be made on the securities once they have been redeemed.

Payment at maturity:

If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:

●If a redemption event has occurred with respect to each underlying on or prior to the final determination date:

$2,012.00

●If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to its respective downside threshold level:

$1,000

●If at least one underlying has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level:

$1,000 x share performance factor of the worst performing underlying

Under these circumstances, investors will lose a significant portion or all of their investment. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment.

Scenario 1: The securities are redeemed prior to maturity

Beginning after one year, if a redemption event has occurred on or prior to a determination date with respect to each underlying, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date, corresponding to a return of approximately 25.30% per annum. Investors do not participate in any appreciation of the underlyings.

Scenario 2: The securities are not redeemed prior to maturity, and investors receive a positive return at maturity

This scenario assumes that at least one underlying has not experienced a redemption event prior to the final determination date. Consequently, the securities are not redeemed prior to maturity. However, as of the final determination date, a redemption event has occurred with respect to each underlying. At maturity, investors will receive a cash payment equal to $2,012.00 per stated principal amount, corresponding to a return of approximately 25.30% per annum. Investors do not participate in any appreciation of the underlyings.

Scenario 3: The securities are not redeemed prior to maturity, and investors receive the stated principal amount at maturity

This scenario assumes that at least one underlying has not experienced a redemption event on or prior to the final determination date. Consequently, the securities are not redeemed prior to maturity, and, at maturity, investors do not receive a positive return. However, the final level of each underlying is greater than or equal to its respective downside threshold level, which is 60% of its respective initial level. Therefore, at maturity, investors will receive a cash payment equal to the stated principal amount of $1,000.

Scenario 4: The securities are not redeemed prior to maturity, and investors suffer a substantial loss of principal at maturity

This scenario assumes that at least one underlying has not experienced a redemption event on or prior to the final determination date. Consequently, the securities are not redeemed prior to maturity, and, at maturity, investors do not receive a positive return. On the final determination date, the final level of at least one underlying is below its respective downside threshold level. Therefore, at maturity, investors will receive an amount equal to the stated principal amount multiplied by the share performance factor of the worst performing underlying. Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.

Hypothetical Initial Level:

With respect to the NVDA Stock: $80.00

With respect to the TSM Stock: $200.00

With respect to the NDX Index: 14,000

Hypothetical Call Threshold Level:

With respect to the NVDA Stock: $72.00, which is 90% of its hypothetical initial level

With respect to the TSM Stock: $180.00, which is 90% of its hypothetical initial level

With respect to the NDX Index: 12,600, which is 90% of its hypothetical initial level

Hypothetical Downside Threshold Level:

With respect to the NVDA Stock: $48.00, which is 60% of its hypothetical initial level

With respect to the TSM Stock: $120.00, which is 60% of its hypothetical initial level

With respect to the NDX Index: 8,400, which is 60% of its hypothetical initial level

Early Redemption Payment:

The early redemption payment will be an amount in cash per stated principal amount corresponding to a return of approximately 25.30% per annum for each monthly determination date, as follows:

●1st determination date:

$1,253.00

●2nd determination date:

$1,274.083

●3rd determination date:

$1,295.167

●4th determination date:

$1,316.25

●5th determination date:

$1,337.333

●6th determination date:

$1,358.417

●7th determination date:

$1,379.50

●8th determination date:

$1,400.583

●9th determination date:

$1,421.667

●10th determination date:

$1,442.75

●11th determination date:

$1,463.833

●12th determination date:

$1,484.917

●13th determination date:

$1,506.00

●14th determination date:

$1,527.083

●15th determination date:

$1,548.167

●16th determination date:

$1,569.25

●17th determination date:

$1,590.333

●18th determination date:

$1,611.417

●19th determination date:

$1,632.50

●20th determination date:

$1,653.583

●21st determination date:

$1,674.667

●22nd determination date:

$1,695.75

●23rd determination date:

$1,716.833

●24th determination date:

$1,737.917

●25th determination date:

$1,759.00

●26th determination date:

$1,780.083

●27th determination date:

$1,801.167

●28th determination date:

$1,822.25

●29th determination date:

$1,843.333

●30th determination date:

$1,864.417

●31st determination date:

$1,885.50

●32nd determination date:

$1,906.583

●33rd determination date:

$1,927.667

●34th determination date:

$1,948.75

●35th determination date:

$1,969.833

●36th determination date:

$1,990.917

No further payments will be made on the securities once they have been redeemed.

Payment at Maturity:

If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:

●If a redemption event has occurred with respect to each underlying on or prior to the final determination date:

$2,012.00

●If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to its respective downside threshold level:

$1,000

●If at least one underlying has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level:

$1,000 x share performance factor of the worst performing underlying

Under these circumstances, you will lose a significant portion or all of your investment.

Stated Principal Amount:

$1,000

Determination Closing Level

Payment (per Security)

NVDA Stock

TSM Stock

NDX Index

1st Determination Date

$60.00

(below the call threshold level)

$200.00

(at or above the call threshold level)

13,000

(at or above the call threshold level)

--

2nd Determination Date

$120.00

(at or above the call threshold level)

$170.00

(below the call threshold level)

13,500

(at or above the call threshold level)

$1,274.083

Determination Closing Level

Payment (per Security)

NVDA Stock

TSM Stock

NDX Index

1st Determination Date

$80.00

(at or above the call threshold level)

$170.00

(below the call threshold level)

12,000

(below the call threshold level)

--

2nd Determination Date

$68.00

(below the call threshold level)

$200.00

(at or above the call threshold level)

11,000

(below the call threshold level)

--

3rd Determination Date

$65.00

(below the call threshold level)

$165.00

(below the call threshold level)

11,500

(below the call threshold level)

--

4th Determination Date

$95.00

(at or above the call threshold level)

$150.00

(below the call threshold level)

11,250

(below the call threshold level)

--

5th Determination Date

$70.00

(below the call threshold level)

$155.00

(below the call threshold level)

10,000

(below the call threshold level)

--

6th Determination Date

$65.00

(below the call threshold level)

$130.00

(below the call threshold level)

15,000

(at or above the call threshold level)

$1,358.417

Final Level

Payment at Maturity (per Security)

NVDA Stock

TSM Stock

NDX Index

Example 1:

$120.00

(at or above its call threshold level)

$200.00

(at or above its call threshold level)

14,000

(at or above its call threshold level)

$2,012.00

Example 2:

$96.00

(at or above its call threshold level and downside threshold level)

$160.00

(below its call threshold level but at or above its downside threshold level; this example assumes a redemption event has not previously occurred)

15,400

(at or above its call threshold level and downside threshold level)

$1,000.00

Example 3:

$96.00

(at or above its call threshold level and downside threshold level)

$250.00

(at or above its call threshold level and downside threshold level)

4,200

(below its downside threshold level; this example assumes a redemption event has not previously occurred)

$1,000 × (4,200 / 14,000)
= $300.00

Example 4:

$96.00

(at or above its call threshold level and downside threshold level)

$40.00

(below its downside threshold level)

10,500

(below its call threshold level but at or above its downside threshold level)

$1,000 × ($40.00 / $200.00)
= $200.00

Example 5:

$16.00

(below its downside threshold level)

$90.00

(below its downside threshold level)

7,000

(below its downside threshold level)

$1,000 × ($16.00 / $80.00)
= $200.00

Bloomberg Ticker Symbol:

NVDA

Exchange:

Nasdaq

Current Stock Price:

$141.25

52 Weeks Ago:

$41.16

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

$143.71

52 Week Low (on 10/31/2023):

$40.78

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

20.027

13.665

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 October 29, 2024)

143.71

117.00

-

Bloomberg Ticker Symbol:

TSM

Exchange:

NYSE

Current Stock Price:

$196.94

52 Weeks Ago:

$86.06

52 Week High (on 10/17/2024):

$205.84

52 Week Low (on 10/30/2023):

$86.06

Current Dividend Yield:

1.25%

American Depositary Shares of Taiwan Semiconductor Manufacturing Company Limited (CUSIP 874039100)

High ($)

Low ($)

Dividends ($)

2021

First Quarter

140.05

108.96

0.347478

Second Quarter

124.80

108.21

0.352025

Third Quarter

124.70

108.12

0.388084

Fourth Quarter

124.75

109.02

0.392615

2022

First Quarter

140.66

99.29

0.375734

Second Quarter

104.79

81.75

0.364647

Third Quarter

91.57

68.56

0.343565

Fourth Quarter

82.98

60.28

0.353366

2023

First Quarter

97.96

74.03

0.356346

Second Quarter

107.41

82.25

0.3468

Third Quarter

105.57

84.29

0.367441

Fourth Quarter

104.70

85.41

0.381765

2024

First Quarter

149.20

99.13

0.431022

Second Quarter

179.69

127.70

0.42654

Third Quarter

191.05

147.95

0.493613

Fourth Quarter (through October 29, 2024)

205.84

172.07

-

Bloomberg Ticker Symbol:

NDX

Current Index Value:

20,550.65

52 Weeks Ago:

14,335.51

52 Week High (on 7/10/2024):

20,675.38

52 Week Low (on 10/30/2023):

14,335.51

Nasdaq-100 Index®

High

Low

Period End

2019

First Quarter

7,493.27

6,147.13

7,378.77

Second Quarter

7,845.73

6,978.02

7,671.08

Third Quarter

8,016.95

7,415.69

7,749.45

Fourth Quarter

8,778.31

7,550.79

8,733.07

2020

First Quarter

9,718.73

6,994.29

7,813.50

Second Quarter

10,209.82

7,486.29

10,156.85

Third Quarter

12,420.54

10,279.25

11,418.06

Fourth Quarter

12,888.28

11,052.95

12,888.28

2021

First Quarter

13,807.70

12,299.08

13,091.44

Second Quarter

14,572.75

13,001.63

14,554.80

Third Quarter

15,675.76

14,549.09

14,689.62

Fourth Quarter

16,573.34

14,472.12

16,320.08

2022

First Quarter

16,501.77

13,046.64

14,838.49

Second Quarter

15,159.58

11,127.57

11,503.72

Third Quarter

13,667.18

10,971.22

10,971.22

Fourth Quarter

12,041.89

10,679.34

10,939.76

2023

First Quarter

13,181.35

10,741.22

13,181.35

Second Quarter

15,185.48

12,725.11

15,179.21

Third Quarter

15,841.35

14,545.83

14,715.24

Fourth Quarter

16,906.80

14,109.57

16,825.93

2024

First Quarter

18,339.44

16,282.01

18,254.69

Second Quarter

19,908.86

17,037.65

19,682.87

Third Quarter

20,675.38

17,867.37

20,060.69

Fourth Quarter (through October 29, 2024)

20,550.65

19,773.30

20,550.65

Additional Terms:

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

Underlyings:

The accompanying product supplement refers to the underlyings as the "underlying shares" or the "underlying index," as applicable.

Underlying index publisher:

With respect to the NDX Index, Nasdaq, Inc., or any successor thereof.

Underlying stock issuer:

With respect to the NVDA Stock, NVIDIA Corporation.

With respect to the TSM Stock, Taiwan Semiconductor Manufacturing Company Limited.

The accompanying product supplement refers to each underlying stock issuer as an "underlying company."

Jump securities with auto-callable feature:

The accompanying product supplement refers to these jump securities with auto-callable feature as the "auto-callable securities."

Downside threshold level:

The accompanying product supplement refers to the downside threshold level as the "trigger level."

Postponement of maturity date:

If the final determination date is postponed due to a non-trading day, non-index business day or certain market disruption events so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be postponed to the second business day following that final determination date as postponed, and no adjustment will be made to the payment at maturity paid on such postponed date.

Antidilution adjustments:

The following replaces in its entirety the portion of the section entitled "Antidilution Adjustments" in the accompanying product supplement for auto-callable securities from the start of paragraph 5 to the end of such section.

5. If, with respect to one or both 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 the outstanding shares of such underlying stock (any such event in clauses (i) through (vi), a "reorganization event"), the method of determining whether a redemption event has occurred, whether the securities will be automatically redeemed and the amount payable upon an early redemption date or at maturity for each security will be as follows:

●Upon any determination date following the effective date of a reorganization event up to and including the final determination date: If the exchange property value (as defined below) is greater than or equal to the respective call threshold level, a redemption event will have occurred with respect to the underlying stock that has undergone the reorganization event.

●Upon any determination date following the effective date of a reorganization event and prior to the final determination date: If, as of any determination date, a redemption event has occurred on or prior to such determination date with respect to each underlying stock, the securities will be automatically redeemed for the relevant early redemption payment.

●Upon the final determination date, if the securities have not previously been automatically redeemed, the payment at maturity per security will equal:

➢If a redemption event has occurred with respect to each underlying stock on or prior to the final determination date: $2,012.00;

➢If at least one of the underlying stocks has not experienced a redemption event on or prior to the final determination date, but the exchange property value is

greater than or equal to the respective downside threshold level, and the final level (or exchange property value, if applicable) of the other underlying stock is also greater than or equal to its respective downside threshold level: $1,000; or

➢If at least one of the underlying stocks has not experienced a redemption event on or prior to the final determination date, and the exchange property value is less than the respective downside threshold level, or the final level (or exchange property value, if applicable) of the other underlying stock is also less than its respective downside threshold level:

➢ If the worst performing underlying stock has not undergone a reorganization event as described in paragraph 5 above: (i) the stated principal amount multiplied by (ii) the share performance factor of the worst performing underlying stock.

➢If the worst performing underlying stock has undergone a reorganization event as described in paragraph 5 above: (i) the stated principal amount multiplied by (ii) the share performance factor of the worst performing underlying stock. For purposes of calculating the share performance factor of the worst performing underlying stock, the "final level" of the worst performing underlying stock will be deemed to equal the cash value, determined as of the final determination date, of the securities, cash or any other assets distributed to holders of the worst performing underlying stock in or as a result of any such reorganization event, including (A) in the case of the issuance of tracking stock, the reclassified share of such worst performing underlying stock, (B) in the case of a spin-off event, the share of such worst performing underlying stock with respect to which the spun-off security was issued, and (C) in the case of any other reorganization event where such worst performing underlying stock continues to be held by the holders receiving such distribution, such worst performing underlying stock (collectively, the "exchange property"), per share of such worst performing underlying stock times the adjustment factor for such worst performing underlying stock on the final determination date.

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 downside threshold level, or for determining the worst performing underlying stock, "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 for such underlying stock 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 for such underlying stock at the time of such reorganization event, and (z) for any security received in any such reorganization event, an amount equal to the closing level, 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 for such underlying stock 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 and in the related product supplement with respect to the

securities 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 an adjustment factor will be required unless such adjustment would require a change of at least 0.1% in the adjustment factor 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 determination date.

No adjustments to the adjustment factors 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 determination closing level or the final level of such underlying stock, including, without limitation, a partial tender or exchange offer for such underlying stock.

The calculation agent shall be solely responsible for the determination and calculation of any adjustments to the adjustment factors or method of calculating the adjustment factors and of any related determinations and 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 the adjustment factors or to the method of calculating the amount payable at maturity of the securities made pursuant to paragraph 5 above upon written request by any investor in the securities.

Denominations:

$1,000 per security and integral multiples thereof

Trustee:

The Bank of New York Mellon

Calculation agent:

MS & Co.

Issuer notices to registered security holders, the trustee and the depositary:

In the event that the maturity date is postponed due to postponement of the final determination date, the issuer shall give notice of such postponement and, once it has been determined, of the date to which the maturity date has been rescheduled (i) to each registered holder of the securities 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 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 securities 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 the maturity date, the business day immediately preceding the scheduled maturity date and (ii) with respect to notice of the date to which the maturity date has been rescheduled, the business day immediately following the final determination date as postponed.

In the event that the securities are subject to early redemption, the issuer shall, (i) on the business day following the applicable determination date, give notice of the early redemption of the securities and the applicable early redemption payment, including specifying the payment date of the applicable amount due upon the early redemption, (x) to each registered holder of the securities 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 securities to the trustee for delivery to the depositary, as holder of the securities. Any notice that is mailed to a registered holder of the securities 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, or shall cause the calculation agent to, (i) provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash, if any, to be delivered with respect to each stated principal amount of the securities, on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect to the securities, if any, to the trustee for

delivery to the depositary, as holder of the securities, on the maturity date.

Additional Information:

Minimum ticketing size:

$1,000 / 1 security

Tax considerations:

Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, it is reasonable to treat a security as a single financial contract that is an "open transaction" for U.S. federal income tax purposes.

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Taxation" in the accompanying product supplement for auto-callable securities, the following U.S. federal income tax consequences should result based on current law:

￭A U.S. Holder should not be required to recognize taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange.

￭Upon sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder's tax basis in the securities. Such gain or loss should be long-term capital gain or loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise.

We do not plan to request a ruling from the Internal Revenue Service (the "IRS") regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts" and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.

As discussed in the accompanying product supplement for auto-callable securities, 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 our determination that the securities do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities 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 securities.

Both U.S. and non-U.S. investors considering an investment in the securities should read the discussion under "Risk Factors" in this document and the discussion under "United States Federal Taxation" in the accompanying product supplement for auto-callable securities and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, including possible

alternative treatments, and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

The discussion in the preceding paragraphs under "Tax considerations" and the discussion contained in the section entitled "United States Federal Taxation" in the accompanying product supplement for auto-callable securities, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.

Use of proceeds and hedging:

The proceeds from the sale of the securities will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when we enter into hedging transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse the cost of the agent's commissions. The costs of the securities borne by you and described beginning on page 6 above comprise the agent's commissions and the cost of issuing, structuring and hedging the securities.

On or prior to the pricing date, we will hedge our anticipated exposure in connection with the securities by entering into hedging transactions with our affiliates and/or third-party dealers. We expect our hedging counterparties to take positions in the underlyings, in the stocks constituting the NDX Index, in futures and/or options contracts on the underlyings or the component stocks of the NDX Index listed on major securities markets. Such purchase activity could increase the initial level of an underlying, and, as a result, could increase (i) the value at or above which such underlying must close on the determination dates so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlyings) and (ii) the downside threshold level for such underlying, which is the value at or above which such underlying must close on the final determination date so that you are not exposed to the negative performance of the worst performing underlying at maturity (depending also on the performance of the other underlyings). 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 determination date approaches. Additionally, our hedging activities, as well as our other trading activities, during the term of the securities could potentially affect the value of any underlying on the determination dates, and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any (depending also on the performance of the other underlyings). For further information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying product supplement for auto-callable securities.

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 securities, either directly or indirectly.

Supplemental information regarding plan of distribution; conflicts of interest:

Selected dealers, which may include our affiliates, and their financial advisors will receive a structuring fee of up to $8 for each security from the agent or its affiliates. MS & Co., the agent, will not receive a sales commission in connection with the securities.

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 securities.

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. See "Plan of Distribution (Conflicts of Interest)" and "Use of Proceeds and Hedging" in the accompanying product supplement for auto-callable securities.

Validity of the securities:

In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),

provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley's obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 26, 2024.

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement for auto-callable securities and the index 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 product supplement for auto-callable securities, the index 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 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. 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, the product supplement for auto-callable securities and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

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

Product Supplement for Auto-Callable Securities dated November 16, 2023

Index Supplement dated November 16, 2023

Prospectus dated April 12, 2024

Terms used but not defined in this document are defined in the product supplement for auto-callable securities, in the index supplement or in the prospectus.