Morgan Stanley

05/13/2025 | Press release | Distributed by Public on 05/13/2025 09:11

Primary Offering Prospectus (Form 424B2)

May 2025

Pricing Supplement No. 8,271

Registration Statement Nos. 333-275587; 333-275587-01

Dated May 9, 2025

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in Commodities

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, provide a minimum payment at maturity of only 30% of the stated principal amount and have the terms described in the accompanying prospectus supplement for PLUS and prospectus, as supplemented or modified by this document. At maturity, if the final index value of the underlying commodity index is greater than 80% of the initial index value, which we refer to as the downside threshold value, investors will receive a minimum of $100 per security, in addition to the stated principal amount. If the underlying commodity index appreciates by more than 8% over the term of the securities, investors will receive the stated principal amount plus the stated principal amount times the index percent increase of the underlying commodity index times the leverage factor. However, if the final index value of the underlying commodity index is less than or equal to the downside threshold value, investors will receive an amount that is equal to the stated principal amount times the index performance factor of the underlying commodity index, plus $300. If the final index value of the underlying commodity index is less than 70% of the initial index value, this amount will be less than the stated principal amount and investors will suffer a loss on their initial investment in the securities. Investors may lose up to 70% of the stated principal amount of the securities. These long-dated securities are for investors who seek a commodity index-based return and who are willing to risk their principal and forgo current income in exchange for the upside payment and buffer features that in each case apply to a limited range of performance of the underlying commodity index. The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes program.

All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

FINAL TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Maturity date:

May 14, 2030

Underlying commodity index:

Bloomberg Commodity IndexSM

Aggregate principal amount:

$1,000,000

Payment at maturity per security:

●If the final index value is greater than the downside threshold value:

$1,000 + the greater of (i) the upside payment and (ii) the stated principal amount × index percent increase × leverage factor

●If the final index value is less than or equal to the downside threshold value:

($1,000 × the index performance factor) + $300

If final index value is less than 70% of the initial index value, this amount will be less than the stated principal amount of $1,000. However, under no circumstances will the securities pay less than $300 per security at maturity.

Upside payment:

$100 per security (10% of the stated principal amount)

Leverage factor:

125%

Index percent increase:

(final index value - initial index value) / initial index value

Initial index value:

102.7629, which is the official settlement price of the underlying commodity index on the pricing date

Final index value:

The official settlement price of the underlying commodity index on the valuation date

Valuation date:

May 9, 2030, subject to adjustment for non-index business days and certain market disruption events

Minimum payment at maturity:

$300 per security (30% of the stated principal amount)

Downside threshold value:

82.21032, which is 80% of the initial index value

Index performance factor:

final index value / initial index value

Stated principal amount:

$1,000 per security

Issue price:

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

Pricing date:

May 9, 2025

Original issue date:

May 14, 2025 (3 business days after the pricing date)

CUSIP / ISIN:

61774FMZ2 / US61774FMZ26

No listing:

The securities will not be listed on any securities exchange.

Agent:

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

Estimated value on the pricing date:

$930.30 per security. See "Investment Summary" on page 2.

Commissions and issue price:

Price to public

Agent's commissions and fees

Proceeds to us(3)

Per security

$1,000

$30(1)

$2(2)

$968

Total

$1,000,000

$32,000

$968,000

(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $30 for each security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement for PLUS.

(2)Reflects a structuring fee payable to selected dealers by the agent or its affiliates of $2 for each security.

(3) See "Use of proceeds and hedging" on page 14.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 6.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying prospectus 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 prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying prospectus supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see "Additional Terms of the Securities" and "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.

Prospectus Supplement for PLUS dated November 16, 2023 ​Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Investment Summary

Accelerated Return Securities

Principal at Risk Securities

The Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM (the "securities") can be used:

￭As an alternative to direct exposure to the underlying commodity index that provides a minimum positive return of 10% if the final index value is greater than the downside threshold value and offers uncapped leverage in the appreciation of the underlying commodity index if the appreciation of the underlying commodity index is greater than 8%

￭To enhance returns and potentially outperform the underlying commodity index in a bullish scenario

￭To achieve similar levels of upside exposure to the underlying commodity index as a direct investment while using fewer dollars by taking advantage of the leverage factor

￭To obtain a buffer against a specified level of negative performance in the underlying commodity index

Maturity:

5 years

Upside payment:

$100 per security (10% of the stated principal amount)

Leverage factor:

125%

Minimum payment at maturity:

$300 per security (30% of the stated principal amount). Investors may lose up to 70% of the stated principal amount of the securities.

Downside threshold value:

80% of the initial index value

Interest:

None

No Listing:

The securities will not be listed on any securities exchange.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of each security on the pricing date is $930.30.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying commodity index. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying commodity index, instruments based on the underlying commodity index, 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.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the upside payment, the leverage factor and the downside threshold value, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlying commodity index, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors.

MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Key Investment Rationale

The securities offer a minimum positive return of 10% if the final index value of underlying commodity index is greater than the downside threshold value of 80% of the initial index value and uncapped leverage in the appreciation of the underlying commodity index if the appreciation of the underlying commodity index is greater than 8% while providing limited protection against negative performance of the underlying commodity index. At maturity, if the final index value of the underlying commodity index is greater than the downside threshold value, investors will receive a minimum of $100 per security, in addition to the stated principal amount. If the underlying commodity index appreciates by more than 8% over the term of the securities, investors will receive the stated principal amount plus the stated principal amount times the index percent increase of the underlying commodity index times the leverage factor. However, if the final index value of the underlying commodity index is less than or equal to the downside threshold value, investors will receive an amount that is equal to the stated principal amount times the index performance factor of the underlying commodity index, plus $300. If the final index value of the underlying commodity index is less than 70% of the initial index value, this amount will be less than the stated principal amount and investors will suffer a loss on their initial investment in the securities. Investors may lose up to 70% of the stated principal amount of the securities.

Leveraged Performance

The securities offer investors an opportunity to capture enhanced returns for positive performance relative to a direct investment in the underlying commodity index.

Upside Scenario

The final index value of the underlying commodity index is greater than the downside threshold value, and, at maturity, the securities redeem for the stated principal amount of $1,000 plus the greater of (i) the upside payment and (ii) the stated principal amount times the index percent increase of the underlying commodity index times the leverage factor.

Downside Scenario

The final index value of the underlying commodity index is less than or equal to the downside threshold value, and, at maturity, the securities redeem for an amount that is equal to the stated principal amount times the index performance factor of the underlying commodity index, plus $300. If the final index value of the underlying commodity index is less than 70% of the initial index value, this amount will be less than the stated principal amount and investors will suffer a loss on their initial investment in the securities. (Example: if the underlying commodity index decreases in value by 40%, the securities will redeem for $900, or 90% of the stated principal amount.) The minimum payment at maturity is $300 per security.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

How the Securities Work

Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the securities based on the following terms:

Stated principal amount:

$1,000 per security

Upside payment:

$100 per security (10% of the stated principal amount)

Leverage factor:

125%

Minimum payment at maturity:

$300 per security

Downside threshold value:

80% of the initial index value

Securities Payoff Diagram

How it works

￭Upside Scenario. If the final index value is greater than the downside threshold value, investors will receive the $1,000 stated principal amount plus the greater of (i) the upside payment and (ii) the stated principal amount times the index percent increase of the underlying commodity index times the leverage factor.

oIf the underlying commodity index appreciates 40%, investors will receive a 50% return, or $1,500 per security.

oIf the underlying commodity index appreciates 5%, investors will receive a 10% return, or $1,100 per security.

oIf the underlying commodity index appreciates 2%, investors will receive a 10% return, or $1,100 per security.

oIf the underlying commodity index depreciates 15%, investors will receive a 10% return, or $1,100 per security.

￭Downside Scenario. If the final index value is less or equal to the downside threshold value, investors will receive an amount that is equal to the stated principal amount times the index performance factor of the underlying commodity index, plus $300. If the final index value is less than 70% of the initial index value, this amount will be less than the

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

stated principal amount and investors will suffer a loss on their initial investment in the securities. The minimum payment at maturity is $300 per security.

￭If the underlying commodity index depreciates 25%, investors will receive $1,050 per security at maturity, or 105% of the stated principal amount.

￭If the underlying commodity index depreciates 80%, investors will receive only $500 per security at maturity, or 50% of the stated principal amount.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Risk Factors

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 prospectus supplement for PLUS 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 provide a minimum payment at maturity of only 30% of your principal. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest, and provide a minimum payment at maturity of only 30% of the stated principal amount of the securities, subject to our credit risk. If the final index value is less than or equal to 80% of the initial index value, you will receive for each security that you hold a payment at maturity that is equal to the stated principal amount times the index performance factor of the underlying commodity index, plus $300. If the final index value is less than 70% of the initial index value, this amount will be less than the stated principal amount and you will suffer a loss on your initial investment in the securities. Accordingly, investors may lose up to 70% of the stated principal amount of the securities.

￭The market price of the securities 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. may be willing to purchase or sell the securities in the secondary market, including the value of the underlying commodity index at any time and, in particular, on the valuation date, the volatility (frequency and magnitude of changes in value) of the underlying commodity index, the price and volatility of the commodity contracts that underlie the underlying commodity index, trends of supply and demand for the commodity contracts that underlie the underlying commodity index, as well as the effects of speculation or any government actions that could affect the markets for the commodity contracts that underlie the underlying commodity index, interest and yield rates in the market, the time remaining until the securities mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying commodity index or commodities markets generally and which may affect the final index value of the underlying commodity index 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. This can lead to significant adverse changes in the market price of the securities. In addition, the commodities markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, participation of speculators and government intervention. The level of the underlying commodity index may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See "Bloomberg Commodity IndexSM Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per security if you are able 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.

￭The amount payable on the securities is not linked to the value of the underlying commodity index at any time other than the valuation date. The final index value will be the official settlement price of the underlying commodity

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

index on the valuation date, subject to adjustment for non-index business days and certain market disruption events. Even if the value of the underlying commodity index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the underlying commodity index prior to such drop. Although the actual value of the underlying commodity index on the stated maturity date or at other times during the term of the securities may be higher than the final index value, the payment at maturity will be based solely on the value of the underlying commodity index on the valuation date.

￭Investing in the securities is not equivalent to investing in the underlying commodity index or in futures contracts underlying the underlying commodity index. By purchasing the securities, you do not purchase any entitlement to the underlying commodity index or futures contracts underlying the underlying commodity index. Further, by purchasing the securities, you are taking credit risk to us and not to any counter-party to futures contracts underlying the underlying commodity index. See "How the Securities Work" above.

￭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 original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price 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 original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price 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 original issue price 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.

￭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 of the securities will be influenced by many unpredictable factors" above.

￭The securities will not be listed on any securities exchange and secondary trading may be limited. Accordingly, you should be willing to hold your securities for the entire term of the securities. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, 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 it 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. is willing to transact. If, at any time, MS & Co. 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, Morgan Stanley Capital Group Inc. ("MSCG")

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

will determine the initial index value, the final index value and whether a market disruption event has occurred. Additionally, the calculation agent will calculate the amount of cash you will receive at maturity. Moreover, certain determinations made by MSCG 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 the final index value in the event of a market disruption event or discontinuance of the underlying commodity index. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see "Description of PLUS-market disruption event," "-Alternate Exchange Calculation in Case of an Event of Default," "-Discontinuance of Any Underlying Commodity Index; Alteration of Method of Calculation" and "-Calculation Agent and Calculations" and related definitions in the accompanying prospectus supplement. 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 related or linked to the underlying commodity index), including trading in swaps or futures contracts on the underlying commodity index and on commodities that underlie the underlying commodity 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 valuation date approaches. Some of our affiliates also trade in financial instruments related to the underlying commodity index or the prices of the commodities or contracts that underlie the underlying commodity index on a regular basis as part of their general broker-dealer, index trading, proprietary trading and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial index value, and, therefore, could increase the value at or above which the underlying commodity index must close on the valuation date so that investors do not suffer a loss on their initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the value of the underlying commodity index on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion under "Additional Information-Tax considerations" in this document and the discussion under "United States Federal Taxation" in the accompanying prospectus supplement for Commodity-Linked PLUS (together, the "Tax Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the securities. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the tax treatment of a security as a single financial contract that is an "open transaction" for U.S. federal income tax purposes. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. Holders and the withholding tax consequences to Non-U.S. Holders, might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.

Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlying Commodity Index

￭Investments linked to commodities are subject to sharp fluctuations in commodity prices. Investments, such as the securities, linked to the prices of commodities are subject to sharp fluctuations in the prices of commodities and related contracts over short periods of time for a variety of factors, including: changes in supply and demand relationships; weather; climatic events; the occurrence of natural disasters; wars and hostilities; political and civil upheavals; acts of terrorism; trade, fiscal, monetary, and exchange control programs; domestic and foreign political and economic events and policies; disease; pestilence; technological developments; changes in interest and exchange rates; and trading activities in commodities and related contracts. These factors may affect the settlement price of the underlying commodity index and the value of your securities in varying and potentially inconsistent ways. As a result of these or other factors, the level of the underlying commodity index may be, and has recently been, volatile. See "Bloomberg Commodity IndexSM Overview" below.

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Principal at Risk Securities

￭An investment linked to commodity futures contracts is not equivalent to an investment linked to the spot prices of physical commodities. The underlying commodity index has returns based on the change in price of futures contracts included in such underlying commodity index, not the change in the spot price of the actual physical commodities to which such futures contracts relate. The price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the price of a physical commodity reflects the value of such commodity upon immediate delivery, which is referred to as the spot price. Several factors can result in differences between the price of a commodity futures contract and the spot price of a commodity, including the cost of storing such commodity for the length of the futures contract, interest costs related to financing the purchase of such commodity and expectations of supply and demand for such commodity. While the changes in the price of a futures contract are usually correlated with the changes in the spot price, such correlation is not exact. In some cases, the performance of a commodity futures contract can deviate significantly from the spot price performance of the related underlying commodity, especially over longer periods of time. Accordingly, investments linked to the return of commodities futures contracts may underperform similar investments that reflect the spot price return on physical commodities.

￭Higher future prices of the index commodities relative to their current prices may adversely affect the value of the underlying commodity index and the value of the securities. The underlying commodity index is composed of futures contracts on physical commodities. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical commodity. As the futures contracts that compose the underlying commodity index approach expiration, they are replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in September may specify an October expiration. As time passes, the contract expiring in October is replaced by a contract for delivery in November. This process is referred to as "rolling." If the market for these contracts is (putting aside other considerations) in "backwardation," where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the October contract would take place at a price that is higher than the price of the November contract, thereby creating a "roll yield." While many of the contracts included in the underlying commodity index have historically exhibited consistent periods of backwardation, backwardation will most likely not exist at all times. Moreover, certain of the commodities included in the underlying commodity index have historically traded in "contango" markets. Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The presence of contango and absence of backwardation in the commodity markets could result in negative "roll yields," which could adversely affect the value of the underlying commodity index, and, accordingly, the value of the securities.

￭Suspensions or disruptions of market trading in commodity and related futures markets could adversely affect the price of the securities. The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally referred to as "daily price fluctuation limits" and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a "limit price." Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the underlying commodity index, and, therefore, the value of the securities.

￭Legal and regulatory changes could adversely affect the return on and value of your securities. Futures contracts and options on futures contracts, including those related to the underlying index commodities, are subject to extensive statutes, regulations, and margin requirements. The Commodity Futures Trading Commission, commonly referred to as the "CFTC," and the exchanges on which such futures contracts trade, are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. Furthermore, certain exchanges have regulations that limit the amount of fluctuations in futures contract prices that may occur during a single five-minute trading period. These limits could adversely affect the market prices of relevant futures and options contracts and forward contracts. The regulation of commodity transactions in the U.S. is subject to ongoing modification by government and judicial action. In addition, various non-U.S. governments have expressed concern regarding the disruptive effects of speculative trading in the commodity markets and the need to regulate the derivative markets in general. The effect on the value of the securities of any future regulatory change is impossible to predict, but could be substantial and adverse to the interests of holders of the securities.

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Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

For example, the Dodd-Frank Act, which was enacted on July 21, 2010, requires the CFTC to establish limits on the amount of positions that may be held by any person in certain commodity futures contracts and swaps, futures and options that are economically equivalent to such contracts. While the effects of these or other regulatory developments are difficult to predict, when adopted, such rules may have the effect of making the markets for commodities, commodity futures contracts, options on futures contracts and other related derivatives more volatile and over time potentially less liquid. Such restrictions may force market participants, including us and our affiliates, or such market participants may decide, to sell their positions in such futures contracts and other instruments subject to the limits. If this broad market selling were to occur, it would likely lead to declines, possibly significant declines, in commodity prices, in the price of such commodity futures contracts or instruments and potentially, the value of the securities.

￭Adjustments to the underlying commodity index could adversely affect the value of the securities. The publisher of the underlying commodity index may add, delete or substitute the commodity contracts constituting the underlying commodity index or make other methodological changes that could change the value of the underlying commodity index. The underlying commodity index publisher may discontinue or suspend calculation or publication of the underlying commodity index at any time. Any of these actions could adversely affect the value of the securities. Where the underlying commodity index is discontinued, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the underlying commodity index and will be permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Bloomberg Commodity IndexSM Overview

The Bloomberg Commodity IndexSM is currently composed of 24 exchange-traded futures contracts on 22 physical commodities, and reflects the return of underlying commodity futures price movements only.

It reflects the returns that are potentially available through an unleveraged investment in the futures contracts on physical commodities constituting the underlying commodity index. The Bloomberg Commodity IndexSM was previously known as the Dow Jones-UBS Commodity IndexSM. On April 10, 2014, Bloomberg L.P. and UBS announced a partnership that has resulted in Bloomberg Indexes being responsible for governance, calculation, distribution and licensing of the bank's commodity indices. The Dow Jones-UBS Commodity IndexSM was renamed the Bloomberg Commodity IndexSM as of July 1, 2014. For more information, see "Annex II-Certain Additional Commodity Index Information-The Bloomberg Commodity IndexSM" in the accompanying prospectus supplement.

Information as of market close on May 9, 2025:

Bloomberg Ticker Symbol*:

BCOM

Current Index Value:

102.7629

52 Weeks Ago:

102.4681

52 Week High (on 2/20/2025):

107.7120

52 Week Low (on 9/10/2024):

93.3307

* The Bloomberg ticker symbol is being provided for reference purposes only. The index value on any index business day will be determined based on the value published by Bloomberg Finance L.P.

The following graph sets forth the daily closing values of the underlying commodity index for the period from January 1, 2020 through May 9, 2025. The related table presents the published high and low official settlement prices, as well as end-of-quarter official settlement prices, of the underlying commodity index for each quarter in the same period. The official settlement price of the underlying commodity index on May 9, 2025 was 102.7629. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The underlying commodity index has at times experienced periods of high volatility. You should not take the historical values of the underlying commodity index as an indication of its future performance, and no assurance can be given as to the official settlement price of the underlying commodity index on the valuation date. The actual performance of the underlying commodity index over the terms of the securities and the amount payable at maturity may bear little relation to the historical levels shown below.

Bloomberg Commodity IndexSM Historical Performance

Daily Official Settlement Prices

January 1, 2020 to May 9, 2025

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Bloomberg Commodity IndexSM

High

Low

Period End

2020

First Quarter

81.6430

59.4795

61.8577

Second Quarter

65.0033

59.5078

64.9762

Third Quarter

73.5024

65.1837

70.8516

Fourth Quarter

78.0543

69.8026

78.0543

2021

First Quarter

87.5827

78.6378

83.4445

Second Quarter

95.0283

83.0088

94.5412

Third Quarter

100.9161

91.1605

100.7581

Fourth Quarter

105.8398

95.1181

99.1694

2022

First Quarter

132.6339

99.4640

124.4109

Second Quarter

136.6096

117.0482

117.0482

Third Quarter

125.6050

110.4532

111.4887

Fourth Quarter

118.1416

109.9790

112.8052

2023

First Quarter

112.5185

102.1520

105.5076

Second Quarter

108.7529

97.9647

101.4785

Third Quarter

108.2421

101.2527

104.8391

Fourth Quarter

106.0803

96.3658

98.6460

2024

First Quarter

99.6785

95.4028

99.4894

Second Quarter

107.2407

99.9046

100.9915

Third Quarter

102.5046

93.3307

100.3406

Fourth Quarter

102.3077

95.9683

98.7611

2025

First Quarter

107.7120

98.4915

106.4009

Second Quarter (through May 9, 2025)

106.9935

97.3166

102.7629

"Bloomberg®", "Bloomberg Commodity IndexSM" are service marks of Bloomberg Finance L.P. and its affiliates (collectively, "Bloomberg"). Neither Bloomberg nor UBS Securities LLC and its affiliates (collectively, "UBS") are affiliated with Morgan Stanley, and Bloomberg and UBS do not approve, endorse, review, or recommend the securities. Neither Bloomberg nor UBS guarantees the timeliness, accurateness, or completeness of any data or information relating to the Bloomberg Commodity IndexSM.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Additional Terms of the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.

Additional Terms:

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

Underlying commodity index publisher:

Bloomberg Finance L.P., and any successor publisher of the underlying commodity index

Bull market or bear market PLUS:

Bull market PLUS

Postponement of maturity date:

If the scheduled maturity date is not a business day, then the maturity date will be the next succeeding business day immediately following the scheduled maturity date. If the scheduled valuation date is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be postponed to the second business day following that valuation date as postponed.

Denominations:

$1,000 and integral multiples thereof

Interest:

None

Trustee:

The Bank of New York Mellon

Calculation agent:

Morgan Stanley Capital Group Inc. and its successors ("MSCG")

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

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

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash to be delivered with respect to the securities, on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect to the securities to the trustee for delivery to the depositary, as a holder of the securities, on the maturity date.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

Additional Information About the Securities

Additional Information:

Minimum ticketing size:

$1,000 / 1 security

Tax considerations:

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

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Taxation" in the accompanying prospectus supplement for Commodity-Linked PLUS, 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.

In addition, Section 871(m) of the Code 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"). Because the securities reference an index of commodities, and neither the index nor any of the commodities is treated for U.S. federal income tax purposes as an Underlying Security, payment on the securities to Non-U.S. Holders should not be subject to Section 871(m).

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 prospectus supplement for Commodity-Linked PLUS 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 prospectus supplement for Commodity-Linked PLUS, 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 on page 2 above comprise the agent's commissions and the cost of issuing, structuring and hedging the securities.

On or prior to the pricing date, we expect to hedge our anticipated exposure in connection with the securities by entering into hedging transactions with our affiliates and/or third-party dealers. We expect our hedging counterparties to take positions in the underlying commodity index or in swaps, futures or options contracts on the commodities that underlie the underlying commodity index or positions in any other available securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could increase the value of the underlying

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

commodity index on the pricing date, and, therefore, could increase the value at or above which the underlying commodity index must close on the valuation date so that investors do not suffer a loss on their initial investment in the securities. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the securities, including on the valuation date, by purchasing and selling swaps, futures or options contracts on the commodities that underlie the underlying commodity index or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities, including by selling any such instruments during the term of the securities. We cannot give any assurance that our hedging activities will not affect the value of the underlying commodity index, and, therefore, adversely affect the value of the securities or the payment you will receive at maturity. 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 determination date approaches. For further information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying prospectus supplement for PLUS.

Additional considerations:

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

Supplemental information regarding plan of distribution; conflicts of interest:

Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $30 for each security they sell. In addition, selected dealers will receive a structuring fee of $2 for each security from the agent or its affiliates.

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities.

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 prospectus supplement for PLUS.

Validity of the securities:

In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley's obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 26, 2024.

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement for PLUS) 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 prospectus supplement for PLUS 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 prospectus supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley or MSFL will arrange to send you the prospectus supplement for PLUS and prospectus if you so request by calling toll-free 1-(800)-584-6837.

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Morgan Stanley Finance LLC

Accelerated Return Securities due May 14, 2030 Based on the Value of the Bloomberg Commodity IndexSM

Principal at Risk Securities

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

Prospectus Supplement for PLUS dated November 16, 2023

Prospectus dated April 12, 2024

Terms used but not defined in this document are defined in the prospectus supplement for PLUS or in the prospectus.

May 2025 Page 16

Morgan Stanley published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 13, 2025 at 15:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io