Primary Offering Prospectus - Form 424B2

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

S&P 500® Index (the "SPX Index"), Dow Jones Industrial AverageSM (the "INDU Index") and Russell 2000® Index (the "RTY Index")

Aggregate principal amount:

$

Stated principal amount:

$1,000 per security

Issue price:

$1,000 per security

Pricing date:

November 22, 2024

Original issue date:

November 27, 2024 (3 business days after the pricing date)

Maturity date:

November 28, 2029

Early redemption:

The securities are not subject to automatic early redemption until approximately one year after the original issue date. Following this 1-year non-call period, if, on any quarterly determination date, beginning on November 28, 2025, the index closing value of each underlying index is greater than or equal to its respective call threshold level, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date.

The securities will not be redeemed early on any early redemption date if the index closing value of any underlying index is below its respective call threshold level on the related determination date.

Early redemption payment:

The early redemption payment will be an amount in cash per stated principal amount, corresponding to a return of at least approximately 7.00% per annual period, to be determined on the pricing date, for each quarterly determination date, as set forth under "Determination Dates, Early Redemption Dates and Early Redemption Payments" below.

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

Determination dates:

Beginning after one year, quarterly. See "Determination Dates, Early Redemption Dates and Early Redemption Payments" below.

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

Early redemption dates:

See "Determination Dates, Early Redemption Dates and Early Redemption Payments" 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 adjustment will be made to the early redemption payment.

Downside threshold level:

With respect to the SPX Index, , which is 75% of its initial index value

With respect to the INDU Index, , which is 75% of its initial index value

With respect to the RTY Index, , which is 75% of its initial index value

Call threshold level:

With respect to the SPX Index, , which is 90% of its initial index value

With respect to the INDU Index, , which is 90% of its initial index value

With respect to the RTY Index, , which is 90% of its initial index value

Payment at maturity:

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

●If the final index value of each underlying index is greater than or equal to its respective call threshold level:

At least $1,350.00 (to be determined on the pricing date)

●If the final index value of any underlying index isless than its respective call threshold level but the final index value of each underlying index is greater than or equal to its respective downside threshold level:

$1,000

●If the final index value of any underlying index is less than its respective downside threshold level:

$1,000 × index performance factor of the worst performing underlying index

Under these circumstances, you will lose more than 25%, 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:

Approximately $958.80 per security, or within $55.00 of that estimate. See "Investment Summary" beginning on page 3.

Commissions and issue price:

Price to public

Agent's commissions(1)

Proceeds to us(2)

Per security

$1,000

$20

$980

Total

$

$

$

Terms continued from previous page:

Initial index value:

With respect to the SPX Index, , which is its index closing value on the pricing date

With respect to the INDU Index, , which is its index closing value on the pricing date

With respect to the RTY Index, , which is its index closing value on the pricing date

Final index value:

With respect to each underlying index, the respective index closing value on the final determination date

Worst performing underlying index:

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

Index performance factor:

With respect to each underlying index, the final index value divided by the initial index value

CUSIP / ISIN:

61776WSY0 / US61776WSY02

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:

11/28/2025

1st early redemption date:

12/3/2025

At least $1,070.00

2nd determination date:

2/23/2026

2nd early redemption date:

2/26/2026

At least $1,087.50

3rd determination date:

5/22/2026

3rd early redemption date:

5/28/2026

At least $1,105.00

4th determination date:

8/24/2026

4th early redemption date:

8/27/2026

At least $1,122.50

5th determination date:

11/23/2026

5th early redemption date:

11/27/2026

At least $1,140.00

6th determination date:

2/22/2027

6th early redemption date:

2/25/2027

At least $1,157.50

7th determination date:

5/24/2027

7th early redemption date:

5/27/2027

At least $1,175.00

8th determination date:

8/23/2027

8th early redemption date:

8/26/2027

At least $1,192.50

9th determination date:

11/22/2027

9th early redemption date:

11/26/2027

At least $1,210.00

10th determination date:

2/22/2028

10th early redemption date:

2/25/2028

At least $1,227.50

11th determination date:

5/22/2028

11th early redemption date:

5/25/2028

At least $1,245.00

12th determination date:

8/22/2028

12th early redemption date:

8/25/2028

At least $1,262.50

13th determination date:

11/22/2028

13th early redemption date:

11/28/2028

At least $1,280.00

14th determination date:

2/22/2029

14th early redemption date:

2/27/2029

At least $1,297.50

15th determination date:

5/22/2029

15th early redemption date:

5/25/2029

At least $1,315.00

16th determination date:

8/22/2029

16th early redemption date:

8/27/2029

At least $1,332.50

Final determination date:

11/23/2029

See "Maturity date" above

See "Payment at maturity" above.

Maturity:

Approximately 5 years

Automatic early redemption (beginning after one year):

If, on any quarterly determination date, the index closing value of each underlying index is greater than or equal to its respective call threshold level, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date.

Early redemption payment:

The early redemption payment will be an amount in cash per stated principal amount, corresponding to a return of at least approximately 7.00% per annual period for each quarterly determination date, as follows*:

●1st determination date:

At least $1,070.00

●2nd determination date:

At least $1,087.50

●3rd determination date:

At least $1,105.00

●4th determination date:

At least $1,122.50

●5th determination date:

At least $1,140.00

●6th determination date:

At least $1,157.50

●7th determination date:

At least $1,175.00

●8th determination date:

At least $1,192.50

●9th determination date:

At least $1,210.00

●10th determination date:

At least $1,227.50

●11th determination date:

At least $1,245.00

●12th determination date:

At least $1,262.50

●13th determination date:

At least $1,280.00

●14th determination date:

At least $1,297.50

●15th determination date:

At least $1,315.00

●16th determination date:

At least $1,332.50

*The actual early redemption payment with respect to each applicable determination date will be determined on the pricing date.

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 the final index value of each underlying index is greater than or equal to its respective call

threshold level:

At least $1,350.00 (to be determined on the pricing date)

●If the final index value of any underlying index is less than its respective call threshold level but the final index value of each underlying index is greater than or equal to its respective downside threshold level:

$1,000

●If the final index value of any underlying index is less than its respective downside threshold level:

$1,000 × index performance factor of the worst performing underlying index

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, when each underlying index closes at or above its respective call threshold level on any quarterly determination date, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date. Investors do not participate in any appreciation in any underlying index.

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

This scenario assumes that any underlying index closes below its respective call threshold level on each of the quarterly determination dates (beginning after one year). Consequently, the securities are not redeemed prior to maturity. On the final determination date, each underlying index closes at or above its respective call threshold level. At maturity, investors will receive a cash payment equal to at least $1,350.00 per stated principal amount (to be determined on the pricing date). Investors do not participate in any appreciation in any underlying index.

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

This scenario assumes that any underlying index closes below its respective call threshold level on each of the quarterly determination dates (beginning after one year). Consequently, the securities are not redeemed prior to maturity. On the final determination date, at least one underlying index closes below its respective call threshold level, but the final index value of each underlying index is greater than or equal to its respective downside threshold level. At maturity, investors will receive a cash payment equal to $1,000 per $1,000 security.

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

This scenario assumes that any underlying index closes below its respective call threshold level on each of the quarterly determination dates (beginning after one year). Consequently, the securities are not redeemed prior to maturity. On the final determination date, any underlying index closes below its respective downside threshold level. At maturity, investors will receive an amount equal to the stated principal amount multiplied by the index performance factor of the worst performing underlying index. Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.

Hypothetical Early Redemption Payment:

The hypothetical early redemption payment will be an amount in cash per stated principal amount, corresponding to a return of approximately 7.00% per annual period for each quarterly determination date, as follows:

●1st determination date:

$1,070.00

●2nd determination date:

$1,087.50

●3rd determination date:

$1,105.00

●4th determination date:

$1,122.50

●5th determination date:

$1,140.00

●6th determination date:

$1,157.50

●7th determination date:

$1,175.00

●8th determination date:

$1,192.50

●9th determination date:

$1,210.00

●10th determination date:

$1,227.50

●11th determination date:

$1,245.00

●12th determination date:

$1,262.50

●13th determination date:

$1,280.00

●14th determination date:

$1,297.50

●15th determination date:

$1,315.00

●16th determination date:

$1,332.50

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 the final index value of each underlying index is greater than or equal to its respective call threshold level:

$1,350.00 (the actual payment at maturity for this scenario will be determined on the pricing date)

●If the final index value of any underlying index is less than its respective call threshold level but the final index value of each underlying index is greater than or equal to its respective downside threshold level:

$1,000

●If the final index value of any underlying index is less than its respective downside threshold level:

$1,000 × index performance factor of the worst performing underlying index.

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

Stated Principal Amount:

$1,000

Hypothetical Initial Index Value:

With respect to the SPX Index: 2,500

With respect to the INDU Index: 24,000

With respect to the RTY Index: 1,200

Hypothetical Downside Threshold Level:

With respect to the SPX Index: 1,875, which is 75% of its hypothetical initial index value

With respect to the INDU Index: 18,000, which is 75% of its hypothetical initial index value

With respect to the RTY Index: 900, which is 75% of its hypothetical initial index value

Hypothetical Call Threshold Level:

With respect to the SPX Index: 2,250, which is 90% of its hypothetical initial index value

With respect to the INDU Index: 21,600, which is 90% of its hypothetical initial index value

With respect to the RTY Index: 1,080, which is 90% of its hypothetical initial index value

Date

SPX Index Closing Value

INDU Index Closing Value

RTY Index Closing Value

Payment (per Security)

1st Determination Date

2,000 (below the call threshold level)

26,000 (at or above the call threshold level)

1,400 (at or above the call threshold level)

--

2nd Determination Date

2,800 (at or above the call threshold level)

27,500 (at or above the call threshold level)

1,750 (at or above the call threshold level)

$1,087.50

SPX Index Final Index Value

INDU Index Final Index Value

RTY Index Final Index Value

Payment at Maturity (per Security)

Example 1:

4,000 (at or above itscall threshold level)

30,000 (at or above itscall threshold level)

2,500 (at or above itscall threshold level)

$1,350.00

Example 2:

3,000 (at or above itscall threshold level and downside threshold level)

19,200 (below itscall threshold level but at or above its downside threshold level)

1,320 (at or above itscall threshold level and downside threshold level)

$1,000

Example 3:

3,000 (at or above itscall threshold level and downside threshold level)

30,000 (at or above itscall threshold level and downside threshold level)

480 (below itsdownside threshold level)

$1,000 x (480 / 1,200) = $400

Example 4:

3,000 (at or above itscall threshold level and downside threshold level)

4,800 (below itsdownside threshold level)

960 (below itscall threshold level but at or above its downside threshold level)

$1,000 x (4,800 / 24,000) = $200

Example 5:

500 (below itsdownside threshold level)

10,800 (below itsdownside threshold level)

600 (below itsdownside threshold level)

$1,000 x (500 / 2,500) = $200

Bloomberg Ticker Symbol:

SPX

52 Week High (on 10/18/2024):

5,864.67

Current Index Value:

5,832.92

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

4,166.82

52 Weeks Ago:

4,166.82

SPX Index Daily Index Closing Values

January 1, 2019 to October 29, 2024

S&P 500® Index

High

Low

Period End

2019

First Quarter

2,854.88

2,447.89

2,834.40

Second Quarter

2,954.18

2,744.45

2,941.76

Third Quarter

3,025.86

2,840.60

2,976.74

Fourth Quarter

3,240.02

2,887.61

3,230.78

2020

First Quarter

3,386.15

2,237.40

2,584.59

Second Quarter

3,232.39

2,470.50

3,100.29

Third Quarter

3,580.84

3,115.86

3,363.00

Fourth Quarter

3,756.07

3,269.96

3,756.07

2021

First Quarter

3,974.54

3,700.65

3,972.89

Second Quarter

4,297.50

4,019.87

4,297.50

Third Quarter

4,536.95

4,258.49

4,307.54

Fourth Quarter

4,793.06

4,300.46

4,766.18

2022

First Quarter

4,796.56

4,170.70

4,530.41

Second Quarter

4,582.64

3,666.77

3,785.38

Third Quarter

4,305.20

3,585.62

3,585.62

Fourth Quarter

4,080.11

3,577.03

3,839.50

2023

First Quarter

4,179.76

3,808.10

4,109.31

Second Quarter

4,450.38

4,055.99

4,450.38

Third Quarter

4,588.96

4,273.53

4,288.05

Fourth Quarter

4,783.35

4,117.37

4,769.83

2024

First Quarter

5,254.35

4,688.68

5,254.35

Second Quarter

5,487.03

4,967.23

5,460.48

Third Quarter

5,762.48

5,186.33

5,762.48

Fourth Quarter (through October 29, 2024)

5,864.67

5,695.94

5,832.92

Bloomberg Ticker Symbol:

INDU

52 Week High (on 10/18/2024):

43,275.91

Current Index Value:

42,233.05

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

32,928.96

52 Weeks Ago:

32,928.96

INDU Index Daily Index Closing Values
January 1, 2019 to October 29, 2024

Dow Jones Industrial AverageSM

High

Low

Period End

2019

First Quarter

26,091.95

22,686.22

25,928.68

Second Quarter

26,753.17

24,815.04

26,599.96

Third Quarter

27,359.16

25,479.42

26,916.83

Fourth Quarter

28,645.26

26,078.62

28,538.44

2020

First Quarter

29,551.42

18,591.93

21,917.16

Second Quarter

27,572.44

20,943.51

25,812.88

Third Quarter

29,100.50

25,706.09

27,781.70

Fourth Quarter

30,606.48

26,501.60

30,606.48

2021

First Quarter

33,171.37

29,982.62

32,981.55

Second Quarter

34,777.76

33,153.21

34,502.51

Third Quarter

35,625.40

33,843.92

33,843.92

Fourth Quarter

36,488.63

34,002.92

36,338.30

2022

First Quarter

36,799.65

32,632.64

34,678.35

Second Quarter

35,160.79

29,888.78

30,775.43

Third Quarter

34,152.01

28,725.51

28,725.51

Fourth Quarter

34,589.77

29,202.88

33,147.25

2023

First Quarter

34,302.61

31,819.14

33,274.15

Second Quarter

34,408.06

32,764.65

34,407.60

Third Quarter

35,630.68

33,507.50

33,507.50

Fourth Quarter

37,710.10

32,417.59

37,689.54

2024

First Quarter

39,807.37

37,266.67

39,807.37

Second Quarter

40,003.59

37,735.11

39,118.86

Third Quarter

42,330.15

38,703.27

42,330.15

Fourth Quarter (through October 29, 2024)

43,275.91

41,954.24

42,233.05

Bloomberg Ticker Symbol:

RTY

52 Week High (on 10/16/2024):

2,286.676

Current Index Value:

2,238.089

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

1,647.290

52 Weeks Ago:

1,647.290

RTY Index Daily Index Closing Values

January 1, 2019 to October 29, 2024

Russell 2000® Index

High

Low

Period End

2019

First Quarter

1,590.062

1,330.831

1,539.739

Second Quarter

1,614.976

1,465.487

1,566.572

Third Quarter

1,585.599

1,456.039

1,523.373

Fourth Quarter

1,678.010

1,472.598

1,668.469

2020

First Quarter

1,705.215

991.160

1,153.103

Second Quarter

1,536.895

1,052.053

1,441.365

Third Quarter

1,592.287

1,398.920

1,507.692

Fourth Quarter

2,007.104

1,531.202

1,974.855

2021

First Quarter

2,360.168

1,945.914

2,220.519

Second Quarter

2,343.758

2,135.139

2,310.549

Third Quarter

2,329.359

2,130.680

2,204.372

Fourth Quarter

2,442.742

2,139.875

2,245.313

2022

First Quarter

2,272.557

1,931.288

2,070.125

Second Quarter

2,095.440

1,649.836

1,707.990

Third Quarter

2,021.346

1,655.882

1,664.716

Fourth Quarter

1,892.839

1,682.403

1,761.246

2023

First Quarter

2,001.221

1,720.291

1,802.484

Second Quarter

1,896.333

1,718.811

1,888.734

Third Quarter

2,003.177

1,761.609

1,785.102

Fourth Quarter

2,066.214

1,636.938

2,027.074

2024

First Quarter

2,124.547

1,913.166

2,124.547

Second Quarter

2,109.459

1,942.958

2,047.691

Third Quarter

2,263.674

2,026.727

2,229.970

Fourth Quarter (through October 29, 2024)

2,286.676

2,180.146

2,238.089

Additional Terms:

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

Underlying index publisher:

With respect to the SPX Index, S&P® Dow Jones Indices LLC, or any successor thereof.

With respect to the INDU Index, S&P® Dow Jones Indices LLC, or any successor thereof.

With respect to the RTY Index, FTSE Russell, or any successor thereof.

Index closing value:

With respect to each of the SPX Index and the INDU Index, the index closing value on any index business day shall be determined by the calculation agent and shall equal the official closing value of such underlying index, or any successor index as defined under "Discontinuance of Any Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement, published at the regular official weekday close of trading on such index business day by the underlying index publisher for such underlying index, as determined by the calculation agent. In certain circumstances, the index closing value for the SPX Index or the INDU Index will be based on the alternate calculation of such underlying index as described under "Discontinuance of Any Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement.

With respect to the RTY Index, the index closing value on any index business day shall be determined by the calculation agent and shall equal the closing value of such underlying index or any successor index reported by Bloomberg Financial Services, or any successor reporting service the calculation agent may select, on such index business day. In certain circumstances, the index closing value for the RTY Index will be based on the alternate calculation of such underlying index as described under "Discontinuance of Any Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement. The closing value of the RTY Index reported by Bloomberg Financial Services may be lower or higher than the official closing value of the RTY Index published by the underlying index publisher for such underlying index.

Downside threshold level:

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

Jump securities with auto-callable feature:

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

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 early redemption date or the maturity date is postponed due to postponement of the relevant determination date, the issuer shall give notice of such postponement and, once it has been determined, of the date to which the early redemption date or the maturity date, as applicable, has been rescheduled (i) to the holder of the securities by mailing notice of such postponement by first class mail, postage prepaid, to the 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 the holder of the securities in the manner herein provided shall be conclusively presumed to have been duly given to such holder, whether or not such 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 early redemption date or the maturity date, as applicable, the business day immediately preceding the scheduled early redemption date or maturity date, as applicable, and (ii) with respect to notice of the date to which the early redemption date or the maturity date, as applicable, has been rescheduled, the business day immediately following the relevant 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 holder, whether or not such registered holder receives the notice. This notice shall be given by the issuer or, at the issuer's request, by the trustee in the name and at the expense of the issuer, with any such request to be accompanied by a copy of the notice to be given.

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:

There is uncertainty regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority. We intend to treat a security as a single financial contract that is an "open transaction" for U.S. federal income tax purposes. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the securities is reasonable under current law; however, there are other reasonable treatments that the Internal Revenue Service (the "IRS") or a court may adopt, in which case the timing and character of any income or loss on the securities could be materially and adversely affected. Moreover, because our counsel's opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.

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.

There is a risk that the IRS may seek to treat all or a portion of the gain on the securities as ordinary income. For example, due to the terms of the securities and current market conditions, there is a substantial risk that the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income.

We do not plan to request a ruling from 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 the terms of the securities and current market conditions, we expect that the securities 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 pricing supplement. Assuming 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. The costs of the securities borne by you and described beginning on page 4 above comprise 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 stocks constituting the underlying indices, in futures and/or options contracts on the underlying indices or the component stocks of the underlying indices listed on major securities markets, or positions in any other available securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial index value of an underlying index, and, as a result, increase (i) the level at or above which such underlying index 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 underlying indices) and (ii) the downside threshold level for such underlying index, which is the level at or above which such underlying index must close on the final determination date so that you are not exposed to the negative performance of the worst performing underlying index at maturity (depending also on the performance of the other underlying indices). 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 index 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. For further information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying product supplement.

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:

We are also offering, pursuant to Preliminary Pricing Supplement No. 4,651, a separate issuance of securities, being sold only to fee-based advisory accounts, with terms similar to those of this issuance but with higher early redemption payment amounts.

Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $20 for each security they sell. In addition, selected dealers and their financial advisors will receive a structuring fee of up to $8 for each security from the agent or its affiliates.

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. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities, including the early redemption payment amounts, such that for each security the estimated value on the pricing date will be no lower than the minimum level described in "Investment Summary" beginning on page 3.

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.

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.