Primary Offering Prospectus - Form 424B2

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying indices:

Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")

Aggregate principal amount:

$

Stated principal amount:

$1,000 per security

Issue price:

$1,000 per security

Pricing date:

November 20, 2024

Original issue date:

November 25, 2024 (3 business days after the pricing date)

Maturity date:

November 26, 2029

Early redemption:

The securities are not subject to automatic early redemption until approximately one year after the original issue date. Following this 1-year initial non-call period, if, on any quarterly determination date, beginning on November 26, 2025, the index closing value of each underlying index is greater than or equal to its respective then-applicable redemption threshold level, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date.

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

Early redemption payment:

The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of at least approximately 9.10% per annum, to be determined on the pricing date) for each quarterly determination date, as set forth under "Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)" below.

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

Determination dates:

Beginning after one year, quarterly. See "Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)" below.

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

Early redemption dates:

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

Downside threshold level:

With respect to the RTY Index, , which is 70% of its initial index value

With respect to the SX5E Index, , which is 70% of its initial index value

Payment at maturity:

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

●If the final index value of each underlying index is greater than or equal to 75% of its respective initial index value:

At least $1,455.00 (to be determined on the pricing date)

●If the final index value of either underlying index is less than 75% of its respective initial index value but the final index value of each underlying index is greater than or equal to its respective downside threshold level:

$1,000

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

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

Under these circumstances, you will lose more than 30%, and possibly all, of your investment.

Terms continued on the following page

Agent:

Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."

Estimated value on the pricing date:

Approximately $976.00 per security, or within $40.00 of that estimate. See "Investment Summary" beginning on page 4.

Commissions and issue price:

Price to public(1)

Agent's commissions and fees(2)

Proceeds to us(3)

Per security

$1,000

$

$

Total

$

$

$

Terms continued from previous page:

Redemption threshold levels:

1st determination date:

With respect to the RTY Index, , which is 100% of its initial index value

With respect to the SX5E Index, , which is 100% of its initial index value

2nd determination date:

With respect to the RTY Index, , which is 98.4375% of its initial index value

With respect to the SX5E Index, , which is 98.4375% of its initial index value

3rd determination date:

With respect to the RTY Index, , which is 96.875% of its initial index value

With respect to the SX5E Index, , which is 96.875% of its initial index value

4th determination date:

With respect to the RTY Index, , which is 95.3125% of its initial index value

With respect to the SX5E Index, , which is 95.3125% of its initial index value

5th determination date:

With respect to the RTY Index, , which is 93.75% of its initial index value

With respect to the SX5E Index, , which is 93.75% of its initial index value

6th determination date:

With respect to the RTY Index, , which is 92.1875% of its initial index value

With respect to the SX5E Index, , which is 92.1875% of its initial index value

7th determination date:

With respect to the RTY Index, , which is 90.625% of its initial index value

With respect to the SX5E Index, , which is 90.625% of its initial index value

8th determination date:

With respect to the RTY Index, , which is 89.0625% of its initial index value

With respect to the SX5E Index, , which is 89.0625% of its initial index value

9th determination date:

With respect to the RTY Index, , which is 87.50% of its initial index value

With respect to the SX5E Index, , which is 87.50% of its initial index value

10th determination date:

With respect to the RTY Index, , which is 85.9375% of its initial index value

With respect to the SX5E Index, , which is 85.9375% of its initial index value

11th determination date:

With respect to the RTY Index, , which is 84.375% of its initial index value

With respect to the SX5E Index, , which is 84.375% of its initial index value

12th determination date:

With respect to the RTY Index, , which is 82.8125% of its initial index value

With respect to the SX5E Index, , which is 82.8125% of its initial index value

13th determination date:

With respect to the RTY Index, , which is 81.25% of its initial index value

With respect to the SX5E Index, , which is 81.25% of its initial index value

14th determination date:

With respect to the RTY Index, , which is 79.6875% of its initial index value

With respect to the SX5E Index, , which is 79.6875% of its initial index value

15th determination date:

With respect to the RTY Index, , which is 78.125% of its initial index value

With respect to the SX5E Index, , which is 78.125% of its initial index value

16th determination date:

With respect to the RTY Index, , which is 76.5625% of its initial index value

With respect to the SX5E Index, , which is 76.5625% of its initial index value

Initial index value:

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

With respect to the SX5E Index, , which is its index closing value on the pricing date

Final index value:

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

Worst performing underlying index:

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

Index performance factor:

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

CUSIP / ISIN:

61776WK93 / US61776WK939

Listing:

The securities will not be listed on any securities exchange.

Determination Dates

Early Redemption Dates

Early Redemption Payments
(per $1,000 Security)*

1st determination date:

11/26/2025

1st early redemption date:

12/1/2025

At least $1,091.00

2nd determination date:

2/20/2026

2nd early redemption date:

2/25/2026

At least $1,113.75

3rd determination date:

5/20/2026

3rd early redemption date:

5/26/2026

At least $1,136.50

4th determination date:

8/20/2026

4th early redemption date:

8/25/2026

At least $1,159.25

5th determination date:

11/20/2026

5th early redemption date:

11/25/2026

At least $1,182.00

6th determination date:

2/22/2027

6th early redemption date:

2/25/2027

At least $1,204.75

7th determination date:

5/20/2027

7th early redemption date:

5/25/2027

At least $1,227.50

8th determination date:

8/20/2027

8th early redemption date:

8/25/2027

At least $1,250.25

9th determination date:

11/22/2027

9th early redemption date:

11/26/2027

At least $1,273.00

10th determination date:

2/22/2028

10th early redemption date:

2/25/2028

At least $1,295.75

11th determination date:

5/22/2028

11th early redemption date:

5/25/2028

At least $1,318.50

Determination Dates

Early Redemption Dates

Early Redemption Payments
(per $1,000 Security)*

12th determination date:

8/21/2028

12th early redemption date:

8/24/2028

At least $1,341.25

13th determination date:

11/20/2028

13th early redemption date:

11/24/2028

At least $1,364.00

14th determination date:

2/20/2029

14th early redemption date:

2/23/2029

At least $1,386.75

15th determination date:

5/21/2029

15th early redemption date:

5/24/2029

At least $1,409.50

16th determination date:

8/20/2029

16th early redemption date:

8/23/2029

At least $1,432.25

Final determination date:

11/20/2029

See "Maturity date" above.

See "Payment at maturity" above.

Maturity:

Approximately 5 years

Automatic early redemption (beginning after one year):

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

Redemption threshold levels:

1st determination date:

With respect to the RTY Index, 100% of its initial index value

With respect to the SX5E Index, 100% of its initial index value

2nd determination date:

With respect to the RTY Index, 98.4375% of its initial index value

With respect to the SX5E Index, 98.4375% of its initial index value

3rd determination date:

With respect to the RTY Index, 96.875% of its initial index value

With respect to the SX5E Index, 96.875% of its initial index value

4th determination date:

With respect to the RTY Index, 95.3125% of its initial index value

With respect to the SX5E Index, 95.3125% of its initial index value

5th determination date:

With respect to the RTY Index, 93.75% of its initial index value

With respect to the SX5E Index, 93.75% of its initial index value

6th determination date:

With respect to the RTY Index, 92.1875% of its initial index value

With respect to the SX5E Index, 92.1875% of its initial index value

7th determination date:

With respect to the RTY Index, 90.625% of its initial index value

9th determination date:

With respect to the RTY Index, 87.50% of its initial index value

With respect to the SX5E Index, 87.50% of its initial index value

10th determination date:

With respect to the RTY Index, 85.9375% of its initial index value

With respect to the SX5E Index, 85.9375% of its initial index value

11th determination date:

With respect to the RTY Index, 84.375% of its initial index value

With respect to the SX5E Index, 84.375% of its initial index value

12th determination date:

With respect to the RTY Index, 82.8125% of its initial index value

With respect to the SX5E Index, 82.8125% of its initial index value

13th determination date:

With respect to the RTY Index, 81.25% of its initial index value

With respect to the SX5E Index, 81.25% of its initial index value

14th determination date:

With respect to the RTY Index, 79.6875% of its initial index value

With respect to the SX5E Index, 79.6875% of its initial index value

15th determination date:

With respect to the RTY Index, 78.125% of its initial index value

With respect to the SX5E Index, 90.625% of its initial index value

8th determination date:

With respect to the RTY Index, 89.0625% of its initial index value

With respect to the SX5E Index, 89.0625% of its initial index value

With respect to the SX5E Index, 78.125% of its initial index value

16th determination date:

With respect to the RTY Index, 76.5625% of its initial index value

With respect to the SX5E Index, 76.5625% of its initial index value

Early redemption payment:

The early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of at least approximately 9.10% per annum) for each quarterly determination date, as follows*:

●1st determination date:

At least $1,091.00

●2nd determination date:

At least $1,113.75

●3rd determination date:

At least $1,136.50

●4th determination date:

At least $1,159.25

●5th determination date:

At least $1,182.00

●6th determination date:

At least $1,204.75

●7th determination date:

At least $1,227.50

●8th determination date:

At least $1,250.25

●9th determination date:

At least $1,273.00

●10th determination date:

At least $1,295.75

●11th determination date:

At least $1,318.50

●12th determination date:

At least $1,341.25

●13th determination date:

At least $1,364.00

●14th determination date:

At least $1,386.75

●15th determination date:

At least $1,409.50

●16th determination date:

At least $1,432.25

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

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

Payment at maturity:

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

●If the final index value of each underlying index is greater than or equal to 75% of its respective initial index value:

At least $1,455.00 (to be determined on the pricing date)

●If the final index value of either underlying index is less than 75% of its respective initial index value but the final index value of each underlying index is greater than or equal to its respective downside threshold level:

$1,000

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

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

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

Scenario 1: The securities are redeemed prior to maturity

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

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

This scenario assumes that at least one underlying index closes below its respective then-applicable redemption threshold level on each of the quarterly determination dates (beginning after one year). Consequently, the securities are not redeemed prior to maturity. On the final determination date, each underlying index closes at or above 75% of its respective initial index value. At maturity, investors will receive a cash payment equal to at least $1,455.00 per stated principal amount (to be determined on the pricing date). Investors do not participate in any appreciation in either underlying index.

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

This scenario assumes that at least one underlying index closes below its respective then-applicable redemption threshold level on each of the quarterly determination dates (beginning after one year). Consequently, the securities are not redeemed prior to maturity. On the final determination date, at least one underlying index closes below 75% of its respective initial index value, but the final index value of each underlying index is greater than or equal to its respective downside threshold level. At maturity, investors will receive a cash payment equal to $1,000 per $1,000 security.

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

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

Hypothetical Early Redemption Payment:

The hypothetical early redemption payment will be an amount in cash per stated principal amount (corresponding to a return of approximately 9.10% per annum) for each quarterly determination date (beginning after one year), as follows:

●1st determination date:

$1,091.00

●2nd determination date:

$1,113.75

●3rd determination date:

$1,136.50

●4th determination date:

$1,159.25

●5th determination date:

$1,182.00

●6th determination date:

$1,204.75

●7th determination date:

$1,227.50

●8th determination date:

$1,250.25

●9th determination date:

$1,273.00

●10th determination date:

$1,295.75

●11th determination date:

$1,318.50

●12th determination date:

$1,341.25

●13th determination date:

$1,364.00

●14th determination date:

$1,386.75

●15th determination date:

$1,409.50

●16th determination date:

$1,432.25

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

Payment at Maturity:

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

●If the final index value of each underlying index is greater than or equal to 75% of its respective initial index value:

$1,455.00 (the actual payment at maturity for this scenario will be determined on the pricing date)

●If the final index value of either underlying index is less than 75% of its respective initial index value but the final index value of each underlying index is greater than or equal to its respective downside threshold level:

$1,000

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

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

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

Stated Principal Amount:

$1,000

Hypothetical Initial Index Value:

With respect to the RTY Index: 2,000

With respect to the SX5E Index: 4,400

Hypothetical Redemption Threshold Levels:

1st determination date:

With respect to the RTY Index, 2,000, which is 100% of its hypothetical initial index value

With respect to the SX5E Index, 4,400, which is 100% of its hypothetical initial index value

2nd determination date:

With respect to the RTY Index, 1,968.75, which is 98.4375% of its hypothetical initial index value

With respect to the SX5E Index, 4,331.25, which is 98.4375% of its hypothetical initial index value

3rd determination date:

With respect to the RTY Index, 1,937.50, which is 96.875% of its hypothetical initial index value

With respect to the SX5E Index, 4,262.50, which is 96.875% of its hypothetical initial index value

4th determination date:

With respect to the RTY Index, 1,906.25, which is 95.3125% of its hypothetical initial index value

With respect to the SX5E Index, 4,193.75, which is 95.3125% of its hypothetical initial index value

5th determination date:

With respect to the RTY Index, 1,875, which is 93.75% of its hypothetical initial index value

With respect to the SX5E Index, 4,125, which is 93.75% of its hypothetical initial index value

6th determination date:

With respect to the RTY Index, 1,843.75, which is 92.1875% of its hypothetical initial index value

With respect to the SX5E Index, 4,056.25, which is 92.1875% of its hypothetical initial index value

7th determination date:

With respect to the RTY Index, 1,812.50, which is 90.625% of its hypothetical initial index value

With respect to the SX5E Index, 3,987.50, which is 90.625% of its hypothetical initial index value

8th determination date:

With respect to the RTY Index, 1,781.25, which is 89.0625% of its hypothetical initial index value

With respect to the SX5E Index, 3,918.75, which is 89.0625% of its hypothetical initial index value

9th determination date:

With respect to the RTY Index, 1,750, which is 87.50% of its hypothetical initial index value

With respect to the SX5E Index, 3,850, which is 87.50% of its hypothetical initial index value

10th determination date:

With respect to the RTY Index, 1,718.75, which is 85.9375% of its hypothetical initial index value

With respect to the SX5E Index, 3,781.25, which is 85.9375% of its hypothetical initial index value

11th determination date:

With respect to the RTY Index, 1,687.50, which is 84.375% of its hypothetical initial index value

With respect to the SX5E Index, 3,712.50, which is 84.375% of its hypothetical initial index value

12th determination date:

With respect to the RTY Index, 1,656.25, which is 82.8125% of its hypothetical initial index value

With respect to the SX5E Index, 3,643.75, which is 82.8125% of its hypothetical initial index value

13th determination date:

With respect to the RTY Index, 1,625, which is 81.25% of its hypothetical initial index value

With respect to the SX5E Index, 3,575, which is 81.25% of its hypothetical initial index value

14th determination date:

With respect to the RTY Index, 1,593.75, which is 79.6875% of its hypothetical initial index value

With respect to the SX5E Index, 3,506.25, which is 79.6875% of its hypothetical initial index value

15th determination date:

With respect to the RTY Index, 1,562.50, which is 78.125% of its hypothetical initial index value

With respect to the SX5E Index, 3,437.50, which is 78.125% of its hypothetical initial index value

16th determination date:

With respect to the RTY Index, 1,531.25, which is 76.5625% of its hypothetical initial index value

With respect to the SX5E Index, 3,368.75, which is 76.5625% of its hypothetical initial index value

75% of the Hypothetical Initial Index Value:

With respect to the RTY Index: 1,500

With respect to the SX5E Index: 3,300

Hypothetical Downside Threshold Level:

With respect to the RTY Index: 1,400, which is 70% of its hypothetical initial index value

With respect to the SX5E Index: 3,080, which is 70% of its hypothetical initial index value

Date

RTY Index Closing Value

SX5E Index Closing Value

Payment (per Security)

1st Determination Date

2,200 (at or above the then-applicable redemption threshold level)

4,000 (below the then-applicable redemption threshold level, securities are not redeemed)

--

2nd Determination Date

2,150 (at or above the then-applicable redemption threshold level)

4,500 (at or above the then-applicable redemption threshold level, securities are automatically redeemed)

$1,113.75

RTY Index Final Index Value

SX5E Index Final Index Value

Payment at Maturity (per Security)

Example 1:

2,000 (at or above 75% of its initial index value)

4,000 (at or above 75% of its initial index value)

$1,455.00

Example 2:

1,440 (below 75% of its initial index value but at or above its downside threshold level)

5,280 (at or above 75% of its initial index value and at or above its downside threshold level)

$1,000

Example 3:

2,500 (at or above 75% of its initial index value and at or above its downside threshold level)

2,200 (below its downside threshold level)

$1,000 × (2,200 / 4,400) = $500

Example 4:

400 (below its downside threshold level)

3,168 (at or above its downside threshold level)

$1,000 × (400 / 2,000) = $200

Example 5:

400 (below its downside threshold level)

1,760 (below its downside threshold level)

$1,000 × (400 / 2,000) = $200

Bloomberg Ticker Symbol:

RTY

52 Week High (on 11/11/2024):

2,434.979

Current Index Value:

2,369.374

52 Week Low (on 11/13/2023):

1,705.502

52 Weeks Ago:

1,705.502

RTY Index Daily Index Closing Values
January 1, 2019 to November 13, 2024

Russell 2000® Index

High

Low

Period End

2019

First Quarter

1,590.062

1,330.831

1,539.739

Second Quarter

1,614.976

1,465.487

1,566.572

Third Quarter

1,585.599

1,456.039

1,523.373

Fourth Quarter

1,678.010

1,472.598

1,668.469

2020

First Quarter

1,705.215

991.160

1,153.103

Second Quarter

1,536.895

1,052.053

1,441.365

Third Quarter

1,592.287

1,398.920

1,507.692

Fourth Quarter

2,007.104

1,531.202

1,974.855

2021

First Quarter

2,360.168

1,945.914

2,220.519

Second Quarter

2,343.758

2,135.139

2,310.549

Third Quarter

2,329.359

2,130.680

2,204.372

Fourth Quarter

2,442.742

2,139.875

2,245.313

2022

First Quarter

2,272.557

1,931.288

2,070.125

Second Quarter

2,095.440

1,649.836

1,707.990

Third Quarter

2,021.346

1,655.882

1,664.716

Fourth Quarter

1,892.839

1,682.403

1,761.246

2023

First Quarter

2,001.221

1,720.291

1,802.484

Second Quarter

1,896.333

1,718.811

1,888.734

Third Quarter

2,003.177

1,761.609

1,785.102

Fourth Quarter

2,066.214

1,636.938

2,027.074

2024

First Quarter

2,124.547

1,913.166

2,124.547

Second Quarter

2,109.459

1,942.958

2,047.691

Third Quarter

2,263.674

2,026.727

2,229.970

Fourth Quarter (through November 13, 2024)

2,434.979

2,180.146

2,369.374

Bloomberg Ticker Symbol:

SX5E

52 Week High (on 5/15/2024):

5,100.90

Current Index Value:

4,740.34

52 Week Low (on 11/13/2023):

4,232.19

52 Weeks Ago:

4,232.19

SX5E Index Daily Index Closing Values

January 1, 2019 to November 13, 2024

EURO STOXX 50® Index

High

Low

Period End

2019

First Quarter

3,409.00

2,954.66

3,351.71

Second Quarter

3,514.62

3,280.43

3,473.69

Third Quarter

3,571.39

3,282.78

3,569.45

Fourth Quarter

3,782.27

3,413.31

3,745.15

2020

First Quarter

3,865.18

2,385.82

2,786.90

Second Quarter

3,384.29

2,662.99

3,234.07

Third Quarter

3,405.35

3,137.06

3,193.61

Fourth Quarter

3,581.37

2,958.21

3,552.64

2021

First Quarter

3,926.20

3,481.44

3,919.21

Second Quarter

4,158.14

3,924.80

4,064.30

Third Quarter

4,246.13

3,928.53

4,048.08

Fourth Quarter

4,401.49

3,996.41

4,298.41

2022

First Quarter

4,392.15

3,505.29

3,902.52

Second Quarter

3,951.12

3,427.91

3,454.86

Third Quarter

3,805.22

3,279.04

3,318.20

Fourth Quarter

3,986.83

3,331.53

3,793.62

2023

First Quarter

4,315.05

3,856.09

4,315.05

Second Quarter

4,408.59

4,218.04

4,399.09

Third Quarter

4,471.31

4,129.18

4,174.66

Fourth Quarter

4,549.44

4,014.36

4,521.44

2024

First Quarter

5,083.42

4,403.08

5,083.42

Second Quarter

5,100.90

4,839.14

4,894.02

Third Quarter

5,067.45

4,571.60

5,000.45

Fourth Quarter (through November 13, 2024)

5,041.01

4,740.34

4,740.34

Additional Terms:

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

Underlying index publisher:

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

With respect to the SX5E Index, STOXX® Limited, or any successor thereof.

Index closing value:

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

With respect to the SX5E Index, the index closing value on any index business day shall be determined by the calculation agent and shall equal the official closing value of such underlying index, or any successor index, published at the regular official weekday close of trading on such index business day by the underlying index publisher for such underlying index. In certain circumstances, the index closing value for the SX5E Index will be based on the alternate calculation of such underlying index as described under "Discontinuance of Any Underlying Index; Alteration of Method of Calculation" in the accompanying product supplement.

Downside threshold level:

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

Jump securities with auto-callable feature:

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

Trustee:

The Bank of New York Mellon

Calculation agent:

MS & Co.

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

In the event that the maturity date is postponed due to postponement of the final determination date, the issuer shall give notice of such postponement and, once it has been determined, of the date to which the maturity date has been rescheduled (i) to each registered holder of the securities by mailing notice of such postponement by first class mail, postage prepaid, to such registered holder's last address as it shall appear upon the registry books, (ii) to the trustee by facsimile, confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (iii) to the depositary by telephone or facsimile confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holder of the securities in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether or not such registered holder receives the notice. The issuer shall give such notice as promptly as possible, and in no case later than (i) with respect to notice of postponement of the maturity date, the business day immediately preceding the scheduled maturity date, and (ii) with respect to notice of the date to which the maturity date has been rescheduled, the business day immediately following the final determination date as postponed.

In the event that the securities are subject to early redemption, the issuer shall, (i) on the business day following the applicable determination date, give notice of the early redemption of the securities and the applicable early redemption payment, including specifying the payment date of the applicable amount due upon the early redemption, (x) to each registered holder of the securities by mailing notice of such early redemption by first class mail, postage prepaid, to such registered holder's last address as it shall appear upon the registry books, (y) to the trustee by facsimile, confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (z) to the depositary by telephone or facsimile confirmed by mailing such notice to the depositary by first class mail, postage prepaid and (ii) on or prior to the early redemption date, deliver the aggregate cash amount due with respect to the securities to the trustee for delivery to the depositary, as holder of the securities. Any notice that is mailed to a registered holder of the securities in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether or not such registered holder receives the notice.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash, if any, to be delivered with respect to each stated principal amount of the securities, on or prior to 10:30 a.m. (New

York City time) on the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect to the securities, if any, to the trustee for delivery to the depositary, as holder of the securities, on the maturity date.

Additional Information:

Minimum ticketing size:

$1,000 / 1 security

Tax considerations:

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

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

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

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

As discussed in the accompanying product supplement for auto-callable securities, Section 871(m) of the Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an "Underlying Security"). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a "Specified Security"). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2027 that do not have a delta of one with respect to any Underlying Security. Based on the terms of the securities and current market conditions, we expect that the securities will not have a delta of one with respect to any Underlying Security on the pricing date. However, we will provide an updated determination in the pricing supplement. Assuming that the securities do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified Securities and, therefore, should not be subject to Section 871(m).

Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.

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

The discussion in the preceding paragraphs under "Tax considerations" and the discussion contained in the section entitled "United States Federal Taxation" in the accompanying product supplement for auto-callable securities, insofar as they purport to describe provisions of U.S.

federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.

Use of proceeds and hedging:

The proceeds from the sale of the securities will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, 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 5 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 stocks constituting the underlying indices, in futures and/or options contracts on the underlying indices or the component stocks of the underlying indices listed on major securities markets, or positions in any other available securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial index value of an underlying index, and, as a result, increase (i) the respective levels at or above which such underlying index must close on the respective determination dates so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying index) and (ii) the downside threshold level for such underlying index, which is the level at or above which such underlying index must close on the final determination date so that you are not exposed to the negative performance of the worst performing underlying index at maturity (depending also on the performance of the other underlying index). These entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the final determination date approaches. Additionally, our hedging activities, as well as our other trading activities, during the term of the securities could potentially affect the value of either underlying index on the determination dates, and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any. For further information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying product supplement.

Additional considerations:

Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.

Supplemental information regarding plan of distribution; conflicts of interest:

MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $ per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities.

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities, including the early redemption payment amounts, such that for each security the estimated value on the pricing date will be no lower than the minimum level described in "Investment Summary" beginning on page 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 auto-callable securities.

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement for auto-callable securities and the index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement for auto-callable securities, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product supplement for auto-callable securities and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

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

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

Index Supplement dated November 16, 2023

Prospectus dated April 12, 2024

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