Primary Offering Prospectus (Form 424B2)

May 2026

Preliminary Pricing Supplement No. 15,804

Registration Statement Nos. 333-293641; 333-293641-01

Dated May 8, 2026

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

Fully and Unconditionally Guaranteed by Morgan Stanley

The current estimated value of the securities is approximately $938.90 per security, or within $35.00 of that estimate. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See "Estimated Value of the Securities" on page 4.

The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 12. All payments on the securities are subject to our credit risk.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the related product supplement for principal at risk securities, index supplement, tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this document.

As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

(1) Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors ("WFA"), may receive a selling concession of up to $17.50 per security, and WFA will receive a distribution expense fee of $0.75 for each security sold by WFA. See "Supplemental information concerning plan of distribution; conflicts of interest."

(2) In respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

(3) See "Use of Proceeds and Hedging" in the accompanying product supplement.

Product Supplement for Principal at Risk Securities dated April 8, 2026 ​Index Supplement dated April 8, 2026 ​

Tax Supplement dated April 8, 2026 ​Prospectus dated April 8, 2026

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

May 2026 Page 2

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

May 2026 Page 3

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

May 2026 Page 4

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the "Risk Factors" herein and in the accompanying product supplement and tax supplement for risks related to an investment in the securities. For more information about the underlyings, please see the sections titled "State Street® Health Care Select Sector SPDR® ETF Overview," "State Street® Technology Select Sector SPDR® ETF Overview," "State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF Overview" and "State Street® Energy Select Sector SPDR® ETF Overview" below.

May 2026 Page 5

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

At maturity, the maturity payment amount per $1,000 face amount of securities will be determined as follows:

May 2026 Page 6

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

Payoff Diagram

The payoff diagram below illustrates the maturity payment amount on the securities based on a range of hypothetical underlying returns of the lowest performing underlying and the following terms:

May 2026 Page 7

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

The following scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the prices of the underlyings relative to their respective starting prices. We cannot predict the ending prices of the underlyings on the calculation day. You should not take the scenario analysis and these examples as an indication or assurance of the expected performance of the underlyings. The numbers appearing in the examples below may have been rounded for ease of analysis. Notwithstanding anything to the contrary in the accompanying product supplement for principal at risk securities, the amount you will receive per $1,000 face amount of securities at maturity will be the maturity payment amount, defined and calculated as provided in this document. The following scenario analysis and examples illustrate the maturity payment amount on a hypothetical offering of the securities, based on the following terms*:

* The hypothetical starting price of 100 for the underlyings has been chosen for illustrative purposes only and does not represent the actual starting price of any underlying. The actual starting prices, threshold prices and participation rate will be determined on the pricing date and will be set forth under "Terms" above. For historical data regarding the actual fund closing prices of the underlyings, see the historical information set forth herein.

Example 1 - Each underlying appreciates over the term of the securities, and investors receive a positive return, calculated based on the underlying return of the lowest performing underlying.

In example 1, the ending price of each of the XLV Shares, the XLK Shares, the XOP Shares and the XLE Shares is greater than its starting price. Therefore, investors receive at maturity the face amount plus a positive return equal to 279.50% of the appreciation of the lowest performing

May 2026 Page 8

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

underlying, which is the XLV Shares in this example. Investors receive $1,279.50 per security at maturity (assuming a hypothetical participation rate of 279.50%). The actual participation rate will be determined on the pricing date.

Example 2 - One underlying appreciates, while the other three underlyings decline over the term of the securities but no underlying declines below the hypothetical starting price by more than the buffer amount, and investors receive the face amount.

In example 2, the ending price of the XLV Shares is greater than its starting price, while the ending prices of the XLK Shares, the XOP Shares and the XLE Shares are less than their respective starting prices, but are greater than or equal to their respective threshold prices. Therefore, investors receive at maturity the face amount of $1,000.

Example 3 - Three underlyings appreciate while one underlying declines over the term of the securities, and the ending price of the lowest performing underlying is less than the hypothetical starting price by more than the buffer amount. Investors are therefore exposed to the decline in the price of the lowest performing underlying in excess of the buffer amount.

In example 3, the ending prices of the XLV Shares, the XLK Shares and the XOP Shares are greater than their respective starting prices, while the ending price of the XLE Shares has declined below its threshold price. Because the ending price of the XLE Shares has declined by more than the buffer amount, investors are exposed to the negative performance of the XLE Shares, which is the lowest performing underlying in this example, in excess of the buffer amount. Investors receive a maturity payment amount of $500.

Example 4 - Each underlying declines below its respective threshold price, and investors are therefore exposed to the decline in the price of the lowest performing underlying in excess of the buffer amount.

May 2026 Page 9

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

In example 4, the ending price of each of the XLV Shares, the XLK Shares, the XOP Shares and the XLE Shares is less than its respective threshold price. Therefore, investors are exposed to the negative performance of the XLV Shares, which is the lowest performing underlying in this example, in excess of the buffer amount. Investors receive a maturity payment amount of $500.

Because the maturity payment amount of the securities is based on the lowest performing underlying, a decline in any underlying below its respective threshold price will result in a loss of up to 80% of the face amount of your securities at maturity, even if the other underlyings have appreciated or have not declined as much.

May 2026 Page 10

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

Scenario Analysis - Hypothetical Maturity Payment Amount for each $1,000 Face Amount of Securities.

*The underlyings exclude cash dividend payments on stocks included in the fund underlying indices.

(1) Assumes a participation rate of 279.50%. The actual participation rate will be determined on the pricing date.

(2) The "Return on Securities" is the number, expressed as a percentage, which results from comparing the maturity payment amount per $1,000 face amount of securities to the purchase price of $1,000 per security.

(3) The hypothetical starting price of each underlying.

May 2026 Page 11

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for principal at risk securities, index supplement, tax supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

Risks Relating to an Investment in the Securities

￭The securities do not pay interest, and you will receive less, and up to 80% less, than the face amount of your securities at maturity if the ending price of the lowest performing underlying is less than its respective threshold price. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest or repay a fixed amount of the face amount of the securities. If the ending price of the lowest performing underlying is less than its threshold price, which is 80% of the starting price, you will receive less, and up to 80% less, than the face amount of your securities at maturity. Investors may lose some or a significant portion of their investment in the securities.

￭The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. or any other dealer may be willing to purchase or sell the securities in the secondary market, including the level, trading price, volatility (frequency and magnitude of changes in level) and dividend yield of the underlyings, interest and yield rates in the market, time remaining to maturity, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlyings or equities markets generally and which may affect the ending prices of the underlyings, the occurrence of certain events affecting the underlyings that may or may not require an adjustment to the adjustment factor and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. The levels of the underlyings may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See "State Street® Health Care Select Sector SPDR® ETF Overview," "State Street® Technology Select Sector SPDR® ETF Overview," "State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF Overview" and "State Street® Energy Select Sector SPDR® ETF Overview" below. You may receive less, and possibly significantly less, than the face amount per security if you try to sell your securities prior to maturity.

￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities at maturity, and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

May 2026 Page 12

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

￭The amount payable on the securities is not linked to the values of the underlyings at any time other than the calculation day. The ending price of each underlying will be based on the fund closing price of such underlying on the calculation day, subject to postponement for non-trading days and certain market disruption events. Even if each underlying appreciates prior to the calculation day but the price of any underlying decreases by the calculation day, the maturity payment amount may be less, and may be significantly less, than it would have been had the maturity payment amount been linked to the prices of the underlyings prior to such decrease. Although the actual prices of the underlyings on the maturity date or at other times during the term of the securities may be higher than their respective ending prices, the maturity payment amount will be based solely on the fund closing prices on the calculation day.

￭Investing in the securities is not equivalent to investing in the underlyings or the stocks composing the fund underlying indices. Investing in the securities is not equivalent to investing in the underlyings, the fund underlying indices or the stocks that constitute the fund underlying indices. Investors in the securities will not participate in any positive performance of any underlying, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlyings or the stocks that constitute the fund underlying indices.

￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the face amount reduce the economic terms of the securities, cause the estimated value of the securities to be less than the face amount and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the face amount, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the face amount and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the face amount and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The market price will be influenced by many unpredictable factors" above.

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Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. and WFS may, but are not obligated to, make a market in the securities and, if either of them once chooses to make a market, may cease doing so at any time. When they do make a market, they will generally do so for transactions of routine secondary market size at prices based on their respective estimates of the current value of the securities, taking into account their respective bid/offer spreads, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that they will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. or WFS is willing to transact. If, at any time, MS & Co. and WFS were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the starting prices, the threshold prices and the ending prices and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of an ending price in the event of a market disruption event, discontinuance of any of the underlyings or certain adjustments to the adjustment factor. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see "General Terms of the Securities-Market Disruption Events," "-Anti-dilution Adjustments Relating to a Fund; Alternate Calculation," "-Consequences of a Market Disruption Event; Postponement of a Calculation Day" and "Alternate Exchange Calculation in Case of an Event of Default" in the accompanying product supplement for principal at risk securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and possibly to other instruments linked to the underlyings or the fund underlying indices), including trading in the underlyings and in other instruments related to the underlyings fund or fund underlying index. 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 calculation day approaches. Some of our affiliates also trade the underlyings or the stocks that constitute the fund underlying indices and other financial instruments related to the fund underlying indices and the underlyings on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the starting price of an underlying, and, therefore, could increase the price at or above which such underlying must close on the calculation day so that investors do not suffer a loss on their initial investment in the securities (depending also on the performance of the other underlyings). Additionally, such hedging or trading activities during the term of the securities, including on the calculation day, could adversely affect the price of an underlying on the calculation day, and, accordingly, the amount of cash an investor will receive at maturity (depending also on the performance of the other underlyings).

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

￭Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. Morgan Stanley, MSFL, WFS and our or their respective affiliates may publish research from time to time on financial markets and other matters that may influence the value of the securities, or

May 2026 Page 14

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by Morgan Stanley, MSFL, WFS or our or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlyings to which the securities are linked.

￭The U.S. federal income tax consequences of an investment in the securities offered by this pricing supplement are uncertain. There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and significant aspects of the tax treatment of the securities are uncertain. Moreover, the securities may be subject to the "constructive ownership" regime, in which case certain adverse tax consequences may apply upon your disposition of a security. You should review carefully the section entitled "United States Federal Income Tax Considerations" herein, in combination with the section entitled "United States Federal Taxation" in the accompanying tax supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.

Risks Relating to the Underlyings

￭You are exposed to the price risk of each underlying. Your return on the securities is not linked to a basket consisting of each underlying. Rather, it will be based upon the independent performance of each underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each underlying. Poor performance by any underlying over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlyings. If any underlying has declined to below its respective threshold price as of the calculation day, you will be exposed to the negative performance of the lowest performing underlying at maturity, even if the other underlyings have appreciated or have not declined as much, and you will lose some or a significant portion of your investment. Accordingly, your investment is subject to the price risk of each underlying.

￭Because the securities are linked to the performance of the lowest performing underlying, you are exposed to greater risk of sustaining a loss on your investment than if the securities were linked to just one underlying. The risk that you will suffer a loss on your investment is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying. With four underlyings, it is more likely that any underlying will decline to below its threshold price as of the calculation day, than if the securities were linked to only one underlying. Therefore it is more likely that you will suffer a loss on your investment.

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the health care sector. The stocks included in the Health Care Select Sector Index and that are generally tracked by the XLV Shares are stocks of companies whose primary business is directly associated with the health care sector. Because the value of the securities is linked to the performance of the XLV Shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the health care sector.

Companies in the health care sector are subject to extensive government regulation and their profitability can be significantly affected by restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including price discounting), limited product lines and an increased emphasis on the delivery of health care through outpatient services. Companies in the health care sector are heavily dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect the profitability of these companies. Health care companies are also subject to extensive litigation based on product liability and similar claims. In addition, their products can become obsolete due to industry innovation, changes in technologies or other market developments. Many new products in the health care sector require significant research and development and may be subject to regulatory approvals, all of which may be time consuming and costly with no guarantee that any product will come to market. These factors could affect the health care sector and could affect the value of the securities held by the State Street® Health Care Select Sector SPDR® ETF and the value of the State Street® Health Care Select Sector SPDR® ETF during the term of the securities, which may adversely affect the value of the securities.

May 2026 Page 15

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

￭Investing in the securities exposes investors to risks associated with investments with a concentration in the technology sector. The stocks included in the Technology Select Sector Index and that are generally tracked by the XLK Shares are stocks of companies whose primary business is directly associated with the technology sector, including the following sub-sectors: computers and peripherals, software, diversified telecommunication services, communications equipment, semiconductors and semiconductor equipment, internet software and services, IT services, electronic equipment, instruments and components, wireless telecommunication services and office electronics. Because the value of the securities is linked to the performance of the XLK Shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the technology sector.

The values of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies in the technology sector may face
dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. All of these factors could have an effect on the price of the XLK Shares and, therefore, on the value of the securities

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the oil and gas exploration and production sector. The stocks included in the S&P® Oil & Gas Exploration & Production Select Industry Index and that are generally tracked by the XOP Shares are stocks of companies whose primary business is associated with the exploration and production of oil and gas. As a result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers or issuers in a less volatile industry. The oil and gas industry is significantly affected by a number of factors that influence worldwide economic conditions and oil and gas prices, such as natural disasters, supply disruptions, geopolitical events and other factors that may offset or magnify each other, including:

oworldwide and domestic supplies of, and demand for, crude oil and natural gas;

othe cost of exploring for, developing, producing, refining and marketing crude oil and natural gas;

oconsumer confidence;

ochanges in weather patterns and climatic changes;

othe ability of the members of Organization of Petroleum Exporting Countries (OPEC) and other producing nations to agree to and maintain production levels;

othe worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of terrorism in the United States, or elsewhere;

othe price and availability of alternative and competing fuels;

odomestic and foreign governmental regulations and taxes;

oemployment levels and job growth; and

ogeneral economic conditions worldwide.

These or other factors or the absence of such factors could cause a downturn in the oil and natural gas industries generally or regionally and could cause the value of some or all of the component stocks included in the S&P® Oil & Gas Exploration & Production Select Industry Index to decline during the term of the securities.

￭Investing in the securities exposes investors to risks associated with investments with a concentration in the energy sector. The stocks included in the Energy Select Sector Index and that are generally tracked by the XLE Shares are stocks of companies whose primary business is directly associated with the energy sector, including the following sub-sectors: (i) oil, gas and consumable fuels and (ii) energy equipment and services. Because the value of the securities is linked to the

May 2026 Page 16

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

performance of the XLE Shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the energy sector.

Energy companies develop and produce crude oil and natural gas and/or provide drilling and other energy resources production and distribution related services. Stock prices for these types of companies are mainly affected by the business, financial and operating condition of the particular company, as well as changes in prices for oil, gas and other types of fuels, which in turn largely depend on supply and demand for various energy products and services. Some of the factors that may influence supply and demand for energy products and services include: general economic conditions and growth rates, weather conditions, the cost of exploring for, producing and delivering oil and gas, technological advances affecting energy efficiency and energy consumption, the ability of the Organization of the Petroleum Exporting Countries (OPEC) to set and maintain production levels of oil, currency fluctuations, inflation, natural disasters, civil unrest, acts of sabotage or terrorism and other regional or global events. The profitability of energy companies may also be adversely affected by existing and future laws, regulations, government actions and other legal requirements relating to protection of the environment, health and safety matters and others that may increase the costs of conducting their business or may reduce or delay available business opportunities. Increased supply or weak demand for energy products and services, as well as various developments leading to higher costs of doing business or missed business opportunities, would adversely impact the performance of companies in the energy sector. The value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting the energy sector or one of the sub-sectors of the energy sector than a different investment linked to securities of a more broadly diversified group of issuers

￭The performance and market price of an underlying, particularly during periods of market volatility, may not correlate with the performance of the respective fund underlying index, the performance of the component securities of such fund underlying index or the net asset value per share of such underlying. Each underlying does not fully replicate the respective fund underlying index and may hold securities that are different than those included in the respective fund underlying index. In addition, the performance of an underlying will reflect additional transaction costs and fees that are not included in the calculation of the respective fund underlying index. All of these factors may lead to a lack of correlation between the performance of an underlying and the respective fund underlying index. In addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities constituting an underlying may impact the variance between the performance of such underlying and the respective fund underlying index. Finally, because the shares of the underlyings are traded on an exchange and are subject to market supply and investor demand, the market price of one share of an underlying may differ from the net asset value per share of such underlying.

In particular, during periods of market volatility, or unusual trading activity, trading in the securities constituting an underlying may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these circumstances, the liquidity of such underlying may be adversely affected, market participants may be unable to calculate accurately the net asset value per share of such underlying, and their ability to create and redeem shares of such underlying may be disrupted. Under these circumstances, the market price of shares of such underlying may vary substantially from the net asset value per share of such underlying or the price of the respective fund underlying index.

For all of the foregoing reasons, the performance of an underlying may not correlate with the performance of the respective fund underlying index, the performance of the component securities of such fund underlying index or the net asset value per share of such underlying. Any of these events could materially and adversely affect the price of the shares of an underlying and, therefore, the value of the securities. Additionally, if market volatility or these events were to occur with respect to an underlying on the calculation day, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event with respect to such underlying to occur, and such determination may affect the payment at maturity of the securities. If the calculation agent determines that no market disruption event with respect to an underlying has taken place, the payment at maturity would be based on the published fund closing price per share of such underlying on the calculation day, even if such underlying's shares are underperforming the respective fund underlying index or the component securities of the respective fund underlying index and/or trading below the net asset value per share of such underlying.

May 2026 Page 17

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

￭Adjustments to the underlyings or the fund underlying indices could adversely affect the value of the securities. The fund sponsor to each underlying (SSGA Funds Management, Inc.) seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the relevant fund underlying index. Pursuant to its investment strategy or otherwise, the fund sponsor may add, delete or substitute the stocks composing an underlying. Any of these actions could adversely affect the price of such underlying and, consequently, the value of the securities. The fund underlying index sponsor of each fund underlying index may add, delete or substitute the stocks constituting such fund underlying index or make other methodological changes that could change the value of such fund underlying index. The fund underlying index sponsor of each fund underlying index may discontinue or suspend calculation or publication of such fund underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued fund underlying index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. Any of these actions could adversely affect the value of a fund underlying index, and, consequently, the price of an underlying and the value of the securities.

￭Historical prices of the underlyings should not be taken as an indication of the future performance of the underlyings during the term of the securities. No assurance can be given as to the price of the underlyings at any time, including on the calculation day, because historical prices of the underlyings do not provide an indication of future performance of the underlyings.

￭The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the underlyings. MS & Co., as calculation agent, will adjust the adjustment factors for certain events affecting the underlyings. However, the calculation agent will not make an adjustment for every event that could affect the underlyings. If an event occurs that does not require the calculation agent to adjust an adjustment factor, the market price of the securities may be materially and adversely affected. The determination by the calculation agent to adjust, or not to adjust, an adjustment factor may materially and adversely affect the value of the securities.

May 2026 Page 18

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

The State Street® Health Care Select Sector SPDR® ETF is an exchange-traded fund managed by the Select Sector SPDR® Trust (the "Trust"), a registered investment company. The Trust consists of numerous separate investment portfolios, including the State Street® Health Care Select Sector SPDR® ETF. The State Street® Health Care Select Sector SPDR® ETF seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Health Care Select Sector Index. Effective December 1, 2025, the underlier changed its name from Health Care Select Sector SPDR® ETF to State Street® Health Care Select Sector SPDR® ETF. It is possible that this fund may not fully replicate the performance of the Health Care Select Sector Index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Securities and Exchange Commission (the "Commission") by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57791 and 811-08837, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the XLV Shares is accurate or complete.

The following graph sets forth the daily closing prices of the XLV Shares for the period from January 1, 2021 through May 4, 2026. The closing price of the XLV Shares on May 4, 2026 was $144.73. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The XLV Shares have at times experienced periods of high volatility. You should not take the historical prices of the XLV Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XLV Shares on the calculation day.

This document relates only to the securities offered hereby and does not relate to the XLV Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the XLV Shares (and therefore the price of the XLV Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or

May 2026 Page 19

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

failure to disclose material future events concerning the Trust could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the XLV Shares.

We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the XLV Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XLV Shares.

"Standard & Poor's®," "S&P®," "S&P 500®," "SPDR®," "Select Sector SPDR®" and "Select Sector SPDRs" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the Trust. S&P®, S&P® Global Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

Health Care Select Sector Index. The Health Care Select Sector Index, which is one of the Select Sector sub-indices of the S&P 500® Index, is intended to give investors an efficient, modified market capitalization-based way to track the movements of certain public companies that represent the health care sector of the S&P 500® Index. The Health Care Select Sector Index includes component stocks in industries such as health care equipment and supplies; health care providers and services; health care technology; biotechnology; pharmaceuticals; biotechnology; and life sciences tools and services. For more information, see "S&P® Select Sector Indices-Health Care Select Sector Index" in the accompanying index supplement.

May 2026 Page 20

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

The State Street® Technology Select Sector SPDR® ETF is an exchange-traded fund managed by the Trust, which is a registered investment company. The Trust consists of numerous separate investment portfolios, including the State Street® Technology Select Sector SPDR® ETF. The State Street® Technology Select Sector SPDR® ETF seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Technology Select Sector Index. Effective December 1, 2025, the underlier changed its name from Technology Select Sector SPDR® Fund to State Street® Technology Select Sector SPDR® ETF. It is possible that this fund may not fully replicate the performance of the Technology Select Sector Index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Commission by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57791 and 811-08837, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the XLK Shares is accurate or complete.

The following graph sets forth the daily closing prices of the XLK Shares for the period from January 1, 2021 through May 4, 2026. The closing price of the XLK Shares on May 4, 2026 was $162.05. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The XLK Shares have at times experienced periods of high volatility. You should not take the historical prices of the XLK Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XLK Shares on the calculation day.

This document relates only to the securities offered hereby and does not relate to the XLK Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the XLK Shares (and therefore the price of the XLK Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the value received with respect to the securities and therefore the value of the securities.

May 2026 Page 21

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

Neither we nor any of our affiliates makes any representation to you as to the performance of the XLK Shares.

We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the XLK Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XLK Shares.

"Standard & Poor's®," "S&P®," "S&P 500®," "SPDR®," "Select Sector SPDR®" and "Select Sector SPDRs" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the Trust. S&P®, S&P® Global Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

Technology Select Sector Index. The Technology Select Sector Index, which is one of the Select Sector sub-indices of the S&P 500® Index, is intended to give investors an efficient, modified market capitalization-based way to track the movements of certain public companies that represent the technology sector of the S&P 500® Index. The Technology Select Sector Index includes component stocks in industries such as technology hardware, storage and peripherals; software; diversified telecommunication services; communications equipment; semiconductor and semiconductor equipment; internet software and services; IT services; wireless telecommunication services; and electronic equipment and instruments. For more information, see "S&P® Select Sector Indices-Technology Select Sector Index" in the accompanying index supplement.

May 2026 Page 22

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

The State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF is an exchange-traded fund that seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of publicly traded equity securities of companies included in the S&P® Oil & Gas Exploration & Production Select Industry Index®. Effective December 1, 2025, the Fund changed its name from SPDR® S&P® Oil & Gas Exploration & Production ETF to State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF. The State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF is managed by SPDR® Series Trust (the "SPDR Trust"), a registered investment company that consists of numerous separate investment portfolios, including State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF. Information provided to or filed with the Commission by the SPDR Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57793 and 811-08839, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the XOP Shares is accurate or complete.

The following graph sets forth the daily closing prices of the XOP Shares for the period from January 1, 2021 through May 4, 2026. The closing price of the XOP Shares on May 4, 2026 was $181.01. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The XOP Shares have at times experienced periods of high volatility. You should not take the historical prices of the XOP Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XOP Shares at any time, including on the calculation days.

This document relates only to the securities offered hereby and does not relate to the XOP Shares. We have derived all disclosures contained in this document regarding the SPDR Trust from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the SPDR Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the SPDR Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the XOP Shares (and therefore the price of the XOP Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the SPDR Trust could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the XOP Shares.

May 2026 Page 23

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

We and/or our affiliates may presently or from time to time engage in business with the SPDR Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the SPDR Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the XOP Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of the SPDR Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XOP Shares.

"Standard & Poor's®", "S&P®", "S&P 500®", "SPDR®", "Select Sector SPDR®" and "Select Sector SPDRs" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the SPDR Trust. S&P®, S&P® Global Inc. and the SPDR Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the SPDR Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

S&P® Oil & Gas Exploration & Production Select Industry Index®. The S&P® Oil & Gas Exploration & Production Select Industry Index® is an equal-weighted index designed to measure the performance of the oil and gas exploration and production sub-industry portion of the S&P® Total Market Index, a benchmark that measures the performance of the U.S. equity market.

May 2026 Page 24

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

The State Street® Energy Select Sector SPDR® ETF is an exchange-traded fund managed by the Trust, which is a registered investment company. The Trust consists of numerous separate investment portfolios, including the State Street® Energy Select Sector SPDR® ETF. The State Street® Energy Select Sector SPDR® ETF seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Energy Select Sector Index. Effective December 1, 2025, the fund changed its name from Energy Select Sector SPDR® Fund to State Street® Energy Select Sector SPDR® ETF. It is possible that this fund may not fully replicate the performance of the Energy Select Sector Index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Commission by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-57791 and 811-08837, respectively, through the Commission's website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the XLE Shares is accurate or complete.

The following graph sets forth the daily closing prices of the XLE Shares for the period from January 1, 2021 through May 4, 2026. The closing price of the XLE Shares on May 4, 2026 was $59.39. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The XLE Shares have at times experienced periods of high volatility. You should not take the historical prices of the XLE Shares as an indication of its future performance, and no assurance can be given as to the closing price of the XLE Shares at any time, including on the calculation days.

This document relates only to the securities offered hereby and does not relate to the XLE Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the XLE Shares (and therefore the price of the XLE Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the value received with respect to the securities and therefore the value of the securities.

Neither we nor any of our affiliates makes any representation to you as to the performance of the XLE Shares.

May 2026 Page 25

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the XLE Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XLE Shares.

"Standard & Poor's®", "S&P®", "S&P 500®", "SPDR®", "Select Sector SPDR®" and "Select Sector SPDRs" are trademarks of Standard & Poor's Financial Services LLC ("S&P®"), an affiliate of S&P® Global Inc. The securities are not sponsored, endorsed, sold, or promoted by S&P®, S&P® Global Inc. or the Trust. S&P®, S&P® Global Inc. and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. S&P®, S&P® Global Inc. and the Trust have no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

Energy Select Sector Index. The Energy Select Sector Index, which is one of the Select Sector sub-indices of the S&P 500® Index, is intended to give investors an efficient, modified market capitalization-based way to track the movements of certain public companies that represent the energy sector of the S&P 500® Index. The Energy Select Sector Index includes component stocks in industries such as energy equipment and services; and oil, gas & consumable fuels. For more information, see "S&P® Select Sector Indices-Energy Select Sector Index" in the accompanying index supplement.

May 2026 Page 26

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

Minimum ticketing size

$1,000 / 1 security

Tax considerations

You should review carefully the section in the accompanying tax supplement entitled "United States Federal Taxation." The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities offered by this pricing supplement.

Generally, this discussion assumes that you purchased a security for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. Moreover, as discussed in the section entitled "United States Federal Taxation" in the accompanying tax supplement, we have not attempted to ascertain whether any issuer of any underlier to which the securities relate is a U.S. real property holding corporation or a passive foreign investment company. You should consult your tax adviser regarding these issues, including the effect any circumstances specific to you may have on the U.S. federal income tax consequences of your ownership of a security.

In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts that are "open transactions," as described in the section entitled "United States Federal Taxation-Tax Consequences to U.S. Holders-Program Securities Treated as Prepaid Financial Contracts that are Open Transactions" in the accompanying tax supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the "IRS") or a court might not agree with it. Moreover, because this treatment of the securities and our counsel's opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. A different tax treatment could be adverse to you. Generally, if this treatment is respected, subject to the potential application of the "constructive ownership" regime discussed below, (i) you should not recognize taxable income or loss prior to the taxable disposition of your securities (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your securities generally should be treated as capital gain or loss.

Even if the treatment of the securities as prepaid financial contracts is respected, purchasing a security could be treated as entering into a "constructive ownership transaction" within the meaning of Section 1260 of the Internal Revenue Code ("Section 1260"), as described in the sections entitled "United States Federal Taxation-Tax Consequences to U.S. Holders-Program Securities Treated as Prepaid Financial Contracts that are Open Transactions-Possible Application of Section 1260 of the Code" in the accompanying tax supplement. Due to the lack of direct legal authority, our counsel is unable to opine as to whether or how Section 1260 applies to the securities.

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.

Non-U.S. Holders. If you are a Non-U.S. Holder (as defined in the accompanying tax supplement), please also read the section entitled "United States Federal Taxation-Tax Consequences to Non-U.S. Holders-Program Securities Not Treated as Debt Instruments" in the accompanying tax supplement.

As discussed under "United States Federal Taxation-Tax Consequences to Non-U.S. Holders-Dividend Equivalents under Section 871(m) of the Code" in the accompanying tax supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% 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. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a "delta" of one. Based on certain determinations made by us, we expect

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Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the securities.

We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.

You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments and the potential application of the "constructive ownership" regime, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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

MS & Co. and WFS will act as the agents for this offering. WFS will receive a commission of up to $23.25 for each security it sells. WFS proposes to offer the securities in part directly to the public at the price to public set forth on the cover page of this document and in part to Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of WFS's affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of WFS, or other securities dealers at such price less a selling concession of up to $17.50 per security. In addition to the selling concession allowed to WFA, WFS will pay $0.75 per security of the commission to WFA as a distribution expense fee for each security sold by WFA.

In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement for principal at risk securities for information about the distribution arrangements for the securities. References therein to "agent" refer to each of MS & Co. and WFS, as agents for this offering, except that references to "agent" in the context of offers to certain Morgan Stanley dealers and compliance with FINRA Rule 5121 do not apply to WFS. MS & Co., WFS or their affiliates may enter into hedging transactions with us in connection with this offering.

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 participation rate, such that for each security the estimated value on the pricing date will be no lower than the minimum level described in "Estimated Value of the Securities" beginning on page 4.

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See "Plan of Distribution; Conflicts of Interest" and "Use of Proceeds and Hedging" in the accompanying product supplement for principal at risk 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 principal at risk securities, the index supplement and the tax 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 principal at risk securities, the index supplement, the tax 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. 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 product supplement for principal at risk securities, index supplement, tax supplement and prospectus 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:

May 2026 Page 28

Morgan Stanley Finance LLC

Market Linked Securities-Leveraged Upside Participation with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the State Street® Health Care Select Sector SPDR® ETF, the State Street® Technology Select Sector SPDR® ETF, the State Street® SPDR® S&P® Oil & Gas Exploration & Production ETF, and the State Street® Energy Select Sector SPDR® ETF due May 26, 2027

Product Supplement for Principal at Risk Securities dated April 8, 2026

Index Supplement dated April 8, 2026

Tax Supplement dated April 8, 2026

Prospectus dated April 8, 2026

Terms used but not defined in this document are defined in the product supplement for principal at risk securities, in the index supplement, in the tax supplement or in the prospectus.

May 2026 Page 29