Primary Offering Prospectus - Form 424B2

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Aggregate principal amount:

$

Stated principal amount:

$1,000 per security

Issue price:

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

Pricing date:

November 22, 2024

Original issue date:

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

Maturity date:

December 26, 2025

Underlying stock:

Taiwan Semiconductor Manufacturing Company Limited American depositary shares, each Taiwan Semiconductor Manufacturing Company Limited American depositary share representing five Taiwan Semiconductor Manufacturing Company Limited common shares

Payment at maturity:

If the final share price is at or above the downside threshold level:

$1,000 + the fixed upside payment

If the final share price is below the downside threshold level:

$1,000 × (share performance factor + buffer amount)

In this scenario, the payment at maturity will be less than the stated principal amount, subject to the minimum payment at maturity of $100 per security.

Fixed upside payment:

At least $200 per security (20% of the stated principal amount). The actual fixed upside payment will be determined on the pricing date.

Share performance factor:

final share price / initial share price

Initial share price:

$ , which is the share closing price on the pricing date

Final share price:

The share closing price of the underlying stock on the valuation date multiplied by the adjustment factor on such date

Buffer amount:

10%

Minimum payment at maturity:

$100 per security

Downside threshold level:

$ , which is 90% of the initial share price

Valuation date:

December 22, 2025, subject to postponement for non-trading days and certain market disruption events

Adjustment factor:

1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock

CUSIP / ISIN:

61776WXX6 / US61776WXX63

Listing:

The securities will not be listed on any securities exchange.

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 $970.30 per security, or within $35.00 of that estimate. See "Investment Summary" beginning on page 2.

Commissions and issue price:

Price to public

Agent's commissions(1)

Proceeds to us(2)

Per security

$1,000

$12.50

$987.50

Total

$

$

$

Maturity:

Approximately 13 months

Fixed upside payment:

At least $200 per security (20% of the stated principal amount). The actual fixed upside payment will be determined on the pricing date.

Downside threshold level:

90% of the initial share price

Buffer amount:

10%

Minimum payment at maturity:

$100 per security. You could lose up to 90% of the stated principal amount of the securities.

Interest:

None

Upside Scenario

The final share price is at or above the downside threshold level, and, at maturity, the securities pay the stated principal amount of $1,000 plus the fixed upside payment of at least $200 per security. The actual fixed upside payment will be determined on the pricing date.

Downside Scenario

The final share price is below the downside threshold level, and, at maturity, the securities pay less than the stated principal amount by an amount proportionate to the decline in the final share price from the initial share price beyond the buffer amount of 10%, subject to the minimum payment at maturity of $100 per security (e.g., a 50% decline in the underlying stock will result in a payment at maturity of $600 per security).

Stated principal amount:

$1,000

Downside threshold level:

90% of the initial share price

Buffer amount:

10%

Hypothetical fixed upside payment:

$200 per security (20% of the statement principal amount). The actual fixed upside payment will be determined on the pricing date.

Payoff Diagram for the Securities

Stated principal amount:

$1,000

Hypothetical initial share price:

$130.00

Hypothetical downside threshold level:

$117.00 (90% of the hypothetical initial share price)

Buffer amount:

10%

Hypothetical fixed upside payment:

$200 per security. The actual fixed upside payment will be determined on the pricing date.

Final share price ($)

Underlying stock return

Return on securities

Payment at maturity (per $1,000 security)

260.00

100.00%

20.00%

$1,200.00

247.00

90.00%

20.00%

$1,200.00

234.00

80.00%

20.00%

$1,200.00

221.00

70.00%

20.00%

$1,200.00

208.00

60.00%

20.00%

$1,200.00

195.00

50.00%

20.00%

$1,200.00

182.00

40.00%

20.00%

$1,200.00

169.00

30.00%

20.00%

$1,200.00

156.00

20.00%

20.00%

$1,200.00

143.00

10.00%

20.00%

$1,200.00

136.50

5.00%

20.00%

$1,200.00

130.00

0.00%

20.00%

$1,200.00

123.50

-2.50%

20.00%

$1,200.00

123.50

-5.00%

20.00%

$1,200.00

117.00

-10.00%

20.00%

$1,200.00

115.70

-11.00%

-1.00%

$990.00

110.50

-15.00%

-5.00%

$950.00

104.00

-20.00%

-10.00%

$900.00

91.00

-30.00%

-20.00%

$800.00

78.00

-40.00%

-30.00%

$700.00

65.00

-50.00%

-40.00%

$600.00

52.00

-60.00%

-50.00%

$500.00

39.00

-70.00%

-60.00%

$400.00

26.00

-80.00%

-70.00%

$300.00

13.00

-90.00%

-80.00%

$200.00

0.00

-100.00%

-90.00%

$100.00

Hypothetical final share price

=

$208.00

Payment at maturity

=

stated principal amount + fixed upside payment

=

$1,000 + $200.00

=

$1,200.00

Payment at maturity

=

$1,200.00 per security

Hypothetical final share price

=

$123.50

Payment at maturity

=

stated principal amount + fixed upside payment

=

$1,000 + $200.00

=

$1,200.00

Payment at maturity

=

$1,200.00 per security

Hypothetical final share price

=

$65.00

Share performance factor

=

final share price / initial share price

=

$65.00 / $130.00

=

50%

Payment at maturity

=

$1,000 × (share performance factor + 10%)

=

$1,000 × (50% + 10%)

=

$1,000 × (60%)

=

$600

Payment at maturity

=

$600 per security

Bloomberg Ticker Symbol:

TSM

Exchange:

NYSE

Current Stock Price:

$193.22

52 Weeks Ago:

$92.60

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

$205.84

52 Week Low (on 11/9/2023):

$91.62

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 June 26, 2024)

205.84

172.07

-

American Depositary Shares of Taiwan Semiconductor Manufacturing Company Limited - Daily Share Closing Prices

January 1, 2019 to November 6, 2024

Additional Terms:

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

Denominations:

$1,000 per security and integral multiples thereof

Interest:

None

Underlying stock issuer:

Taiwan Semiconductor Manufacturing Company Limited. The accompanying product supplement refers to the underlying stock issuer as the "underlying company."

Postponement of maturity date:

If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than two business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following that valuation date as postponed.

Trustee:

The Bank of New York Mellon

Calculation agent:

MS & Co.

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

In the event that the maturity date is postponed due to postponement of the valuation 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 Depository Trust Company (the "depositary") by telephone or facsimile, confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holder of the 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 actual valuation date.

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 to be delivered, if any, with respect to 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, if any, with respect to the securities to the trustee for delivery to the depositary, as holder of the securities, on the maturity date.

Antidilution adjustments:

The following replaces in its entirety the portion of the section entitled "Antidilution Adjustments" in the accompanying product supplement.

The adjustment factor for the underlying stock will be adjusted as follows:

1.If the underlying stock (or any shares of Taiwan Semiconductor Manufacturing Company Limited which underlie the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited (the "Taiwan Semiconductor Manufacturing Company Limited common shares")) is subject to a stock split or reverse stock split, then once such split has become effective, the adjustment factor will be adjusted to equal the product of the prior adjustment factor and the number of shares issued in such stock split or reverse stock split with respect to one share of the underlying stock or Taiwan Semiconductor Manufacturing Company Limited common shares; provided, however, that, with respect to the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited, if (and to the extent that) Taiwan Semiconductor Manufacturing Company Limited or the depositary for such American depositary shares has adjusted the number of Taiwan Semiconductor Manufacturing Company Limited common shares represented by each American Depositary Share of Taiwan Semiconductor Manufacturing Company Limited so that the price of the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited would not be affected by such stock split or reverse stock split, no adjustment will be made to the adjustment factor.

2.If the underlying stock (or the Taiwan Semiconductor Manufacturing Company Limited common shares) is subject (i) to a stock dividend (issuance of additional shares of the underlying stock)

that is given ratably to all holders of shares of the underlying stock or Taiwan Semiconductor Manufacturing Company Limited common shares, as applicable, or (ii) to a distribution of the underlying stock or Taiwan Semiconductor Manufacturing Company Limited common shares, as applicable, as a result of the triggering of any provision of the corporate charter of Taiwan Semiconductor Manufacturing Company Limited then once the dividend has become effective and the underlying stock is trading ex-dividend, the adjustment factor will be adjusted so that the new adjustment factor shall equal the prior adjustment factor plus the product of (i) the number of shares issued with respect to one share of the underlying stock and (ii) the prior adjustment factor for the underlying stock; provided, however, that, with respect to the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited, if (and to the extent that) the Taiwan Semiconductor Manufacturing Company Limited or the depositary for such American depositary shares has adjusted the number of Taiwan Semiconductor Manufacturing Company Limited common shares represented by each American Depositary Share of Taiwan Semiconductor Manufacturing Company Limited so that the price of the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited would not be affected by such stock dividend or stock distribution, no adjustment will be made to the adjustment factor.

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

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

adjustment factor pursuant only to clause (i), (iv) or (v) of the first sentence of paragraph 5, as applicable.

5.Any of the following shall constitute a "Reorganization Event": (i) the underlying stock is reclassified or changed, including, without limitation, as a result of the issuance of any tracking stock by the underlying stock issuer, (ii) the underlying stock issuer has been subject to any merger, combination or consolidation and is not the surviving entity, (iii) the underlying stock issuer completes a statutory exchange of securities with another corporation (other than pursuant to clause (ii) above), (iv) the underlying stock issuer is liquidated, (v) the underlying stock issuer issues to all of its shareholders equity securities of an issuer other than the underlying stock issuer, respectively (other than in a transaction described in clause (ii), (iii) or (iv) above) (a "Spinoff Stock") or (vi) the underlying stock is the subject of a tender or exchange offer or going private transaction on all of the outstanding shares. If any Reorganization Event occurs, in each case as a result of which the holders of the underlying stock receive any equity security listed on a national securities exchange or traded on Nasdaq (a "Marketable Security"), other securities or other property, assets or cash (collectively, "Exchange Property"), the amount payable at maturity with respect to the stated principal amount of each Security following the effective date for such Reorganization Event (or, if applicable, in the case of Spinoff Stock, the ex-dividend date for the distribution of such Spinoff Stock) and any required adjustment to the applicable adjustment factor will be determined in accordance with the following:

(a)if the underlying stock continues to be outstanding, the underlying stock (if applicable, as reclassified upon the issuance of any tracking stock) at the adjustment factor in effect on the third trading day prior to the scheduled maturity date (taking into account any adjustments for any distributions described under clause (c)(i) below); and

(b)for each Marketable Security received in such Reorganization Event (each a "New Stock"), including the issuance of any tracking stock or Spinoff Stock or the receipt of any stock received in exchange for the underlying stock, the number of shares of the New Stock received with respect to one share of that underlying stock multiplied by the adjustment factor for the underlying stock on the trading day immediately prior to the effective date of the Reorganization Event (the "New Stock Exchange Ratio"), as adjusted to the third trading day prior to the scheduled maturity date (taking into account any adjustments for distributions described under clause (c)(i) below); and

(c)for any cash and any other property or securities other than Marketable Securities received in such Reorganization Event (the "Non-Stock Exchange Property"),

i.if the combined value of the amount of Non-Stock Exchange Property received per share of the underlying stock, as determined by the calculation agent in its sole discretion on the effective date of such Reorganization Event (the "Non-Stock Exchange Property Value"), by holders of that underlying stock is less than 25% of the closing price of the underlying stock on the trading day immediately prior to the effective date of such Reorganization Event, a number of shares of the underlying stock, if applicable, and of any New Stock received in connection with such Reorganization Event, if applicable, in proportion to the relative closing prices of the underlying stock and any such New Stock, and with an aggregate value equal to the Non-Stock Exchange Property Value multiplied by the adjustment factor in effect for the underlying stock on the trading day immediately prior to the effective date of such Reorganization Event, based on such closing prices, in each case as determined by the calculation agent in its sole discretion on the effective date of such Reorganization Event; and the number of such shares of the underlying stock or any New Stock determined in accordance with this clause (c)(i) will be added at the time of such adjustment to the adjustment factor in subparagraph (a) above and/or the New Stock Adjustment Factor in subparagraph (b) above, as applicable, or

ii.if the Non-Stock Exchange Property Value is equal to or exceeds 25% of the closing price of the underlying stock on the trading day immediately prior to the effective date of the Reorganization Event or, if the underlying stock is surrendered exclusively for Non-Stock Exchange Property (in each case, a "reference basket event"), an initially equal-dollar weighted basket of three reference basket stocks (as defined below) with an aggregate value on the effective date of such Reorganization Event equal to the Non-Stock Exchange Property Value multiplied by the adjustment factor in effect for the underlying stock on the trading day immediately prior to the effective date of such Reorganization Event. The "reference basket stocks" will be the three stocks with the largest market capitalization among the stocks that then constitute the Russell 3000® Index (or, if publication of such index is discontinued, any successor or substitute index selected by the calculation agent in its sole discretion) with the same primary Standard

Industrial Classification Code ("SIC Code") as the underlying stock issuer; provided, however, that a reference basket stock will not include any stock that is subject to a trading restriction under the trading restriction policies of Morgan Stanley or any of its affiliates that would materially limit the ability of Morgan Stanley or any of its affiliates to hedge the securities with respect to such stock (a "Hedging Restriction"); provided further that if three reference basket stocks cannot be identified from the Russell 3000® Index by primary SIC Code for which a Hedging Restriction does not exist, the remaining reference basket stock(s) will be selected by the calculation agent from the largest market capitalization stock(s) within the same Division and Major Group classification (as defined by the Office of Management and Budget) as the primary SIC Code for the underlying stock issuer. Each reference basket stock will be assigned a basket stock adjustment factor equal to the number of shares of such reference basket stock with a closing price on the effective date of such Reorganization Event equal to the product of (a) the Non-Stock Exchange Property Value, (b) the adjustment factor in effect for the underlying stock on the trading day immediately prior to the effective date of such Reorganization Event and (c) 0.3333333.

Following the allocation of any Extraordinary Dividend to reference basket stocks pursuant to paragraph 4 above or any Reorganization Event described in this paragraph 5, the applicable Final Share Price used to calculate the amount payable at maturity with respect to the Stated Principal Amount of each Security will be the sum of:

(x) if applicable, the closing price of the underlying stock times the adjustment factor then in effect; and

(y) if applicable, for each New Stock, the closing price of such New Stock times the New Stock Adjustment Factor then in effect for such New Stock; and

(z) if applicable, for each reference basket stock, the closing price for such reference basket stock times the basket stock adjustment factor then in effect for such reference basket stock.

In each case, the applicable adjustment factor (including for this purpose, any New Stock Adjustment Factor or basket stock adjustment factor) will be determined by the calculation agent on the Valuation Date.

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 paid 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 allocation of any Extraordinary Dividend to reference basket stocks pursuant to paragraph 4 above or the occurrence of any Reorganization Event referred to in paragraph 5 above, (i) references to the "underlying stock" under "-Some Definitions-share closing price" and "-Market Disruption Event" shall be deemed to also refer to any New Stock or reference basket stock, and (ii) all other references in this pricing supplement to the "underlying stock" shall be deemed to refer to the Exchange Property upon whose value the Payment at Maturity is thereafter based and references to a "share" or "shares" of the underlying stock shall be deemed to refer to the applicable unit or units of such Exchange Property, including any New Stock or reference basket stock, unless the context otherwise requires. The New Stock Adjustment Factor(s) or basket stock adjustment factor resulting from any Reorganization Event described in paragraph 5 above or similar adjustment under paragraph 4 above shall be subject to the adjustments set forth in paragraphs 1 through 5 hereof.

In the event that the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited are no longer listed on a primary U.S. securities exchange and the Taiwan Semiconductor Manufacturing Company Limited common shares are listed on a primary U.S. securities exchange, the calculation agent, in its sole discretion, will adjust the adjustment factor such that the product of the last reported sale price of the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited and the adjustment factor at the last time the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited were listed equals the product of the last reported sale price of the Taiwan Semiconductor Manufacturing Company Limited common shares and the adjusted adjustment factor at such time, and the Taiwan Semiconductor Manufacturing Company Limited common shares will take the place of the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited.

In the event that Taiwan Semiconductor Manufacturing Company Limited or the depositary for the

American depositary shares of Taiwan Semiconductor Manufacturing Company Limited elects, in the absence of any of the events described in paragraph 1, 2, 3, 4 or 5 above, to change the number of the Taiwan Semiconductor Manufacturing Company Limited common shares that are represented by each American Depositary Share, the adjustment factor on any trading day after the change becomes effective will be proportionally adjusted. In addition, if any event requiring an adjustment to be made to the adjustment factor pursuant to paragraph 2, 3, 4 or 5 above would result in a different adjustment with respect to the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited than with respect to the Taiwan Semiconductor Manufacturing Company Limited common shares, the calculation agent will adjust the adjustment factor based solely on the effect of such event on the American depositary shares of Taiwan Semiconductor Manufacturing Company Limited.

If a reference basket event occurs, we shall, or shall cause the calculation agent to, provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to DTC of the occurrence of such reference basket event and of the three reference basket stocks selected as promptly as possible and in no event later than five business days after the date of the reference basket event.

No adjustments to any adjustment factor (including for this purpose, any New Stock Adjustment Factor or basket stock adjustment factor) will be required unless such adjustment would require a change of at least 0.1% in the adjustment factor then in effect. Adjustments to the adjustment factor will be made up to the close of business on the Valuation Date.

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

The calculation agent shall be solely responsible for the determination and calculation of any adjustments to the adjustment factor, any New Stock Adjustment Factor or basket stock adjustment factor or method of calculating the Exchange Property Value 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 any adjustment factor, 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.

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. However, 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 Jump 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 Jump 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 final 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 Jump 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 Jump 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 2 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 underlying stock, in futures and/or options contracts on the underlying stock, 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 price of the underlying stock on the pricing date, and, therefore, could increase the price at or above which the underlying stock must close on the valuation date so that investors do not suffer a loss on their initial investment in the securities. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the securities, including on the valuation date, by purchasing and selling the underlying stock, futures or options contracts on the underlying stock or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. We cannot give any assurance that our hedging activities will not affect the price of the underlying stock, and, therefore, adversely affect the value of the securities or the payment you will receive at maturity. For further information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying product supplement for Jump 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 and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $12.50 for each security they sell. In addition, selected dealers and their financial advisors will receive a structuring fee of up to $6 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 fixed upside payment, 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 2.

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 Jump 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 Jump Securities) 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 Jump Securities 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, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC web site at

www.sec.gov. Alternatively, Morgan Stanley or MSFL, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the product supplement for Jump Securities if you so request by calling toll-free 800-584-6837.

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

Product Supplement for Jump Securities dated November 16, 2023

Prospectus dated April 12, 2024

Terms used but not defined in this document are defined in the product supplement for Jump Securities or in the prospectus.