Primary Offering Prospectus - Form 424B2

FINAL TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Underlying commodity shares:

SPDR® Gold Trust (the "GLD Shares") and iShares® Silver Trust (the "SLV Shares")

Aggregate principal amount:

$2,444,000

Stated principal amount:

$1,000 per security

Issue price:

$1,000 per security

Pricing date:

November 1, 2024

Original issue date:

November 6, 2024 (3 business days after the pricing date)

Maturity date:

November 4, 2027

Early redemption:

If, on any redemption determination date, beginning on January 31, 2025, the determination closing price of each of the underlying commodity shares is greater than or equal to the respective initial share price, the securities will be automatically redeemed for an early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed.

The securities will not be redeemed early on any early redemption date if the determination closing price of either of the underlying commodity shares is below the respective initial share price on the related redemption determination date.

Contingent quarterly coupon:

A contingent coupon will be paid on the securities on each coupon payment date but only if the determination closing price of each of the underlying commodity shares is greater than or equal to the respective coupon barrier level on the related observation date. If payable, the contingent quarterly coupon will be an amount in cash per stated principal amount corresponding to a return of 10.35% per annum for each interest payment period for each applicable observation date.

If the contingent quarterly coupon is not paid on any coupon payment date (because the determination closing price of either of the underlying commodity shares is less than the respective coupon barrier level on the related observation date), such unpaid contingent quarterly coupon will be paid on a later coupon payment date but only if the determination closing price of each of the underlying commodity shares on the related observation date is greater than or equal to the respective coupon barrier level. Any such unpaid contingent quarterly coupon will be paid on the first subsequent coupon payment date for which the determination closing price of each of the underlying commodity shares on the related observation date is greater than or equal to the respective coupon barrier level; provided, however, in the case of any such payment of a previously unpaid contingent quarterly coupon, no additional interest shall accrue or be payable in respect of such unpaid contingent quarterly coupon from and after the end of the original interest payment period for such unpaid contingent quarterly coupon.

You will not receive payment for any unpaid contingent quarterly coupons if the determination closing price of either of the underlying commodity shares is less than the respective coupon barrier level on each subsequent observation date. If the determination closing price of either of the underlying commodity shares is less than the respective coupon barrier level on each observation date, you will not receive any contingent quarterly coupons for the entire 3-year term of the securities.

Payment at maturity:

If the securities are not redeemed prior to maturity, investors will receive a payment at maturity determined as follows:

●If the final share price of each of the underlying commodity shares is greater than or equal to 80% of the respective initial share price, meaning that the final share price of each of the underlying commodity shares has increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 20% from the respective initial share price: the stated principal amount and, if the final share price of each of the underlying commodity shares is also greater than or equal to the respective coupon barrier level, the contingent quarterly coupon due with respect to the final observation date and any previously unpaid contingent quarterly coupons from the prior observation dates.

●If the final share price of either of the underlying commodity shares is less than 80% of the respective initial share price, meaning that the final share price of either of the underlying commodity shares has decreased by more than the buffer amount of 20% from the respective initial share price: $1,000 + [$1,000 x (share percent change of the worst performing underlying commodity shares + 20%) × downside factor]

Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and could be zero.

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:

$992.90 per security. See "Investment Summary" beginning on page 3.

Commissions and issue price:

Price to public(1)

Agent's commissions and fees(2)

Proceeds to us(3)

Per security

$1,000

$0

$1,000

Total

$2,444,000

$0

$2,444,000

Terms continued from previous page:

Early redemption payment:

The early redemption payment will be an amount equal to (i) the stated principal amount for each security you hold plus (ii) the contingent quarterly coupon with respect to the related observation date and any previously unpaid contingent quarterly coupons from the prior observation dates.

Determination closing price:

With respect to each of the underlying commodity shares, the closing price of such underlying commodity shares on any redemption determination date or observation date (other than the final observation date), multiplied by the adjustment factor for such underlying commodity shares on such redemption determination date or observation date, as applicable

Initial share price:

With respect to the GLD Shares, $253.51, which is its closing price on October 31, 2024

With respect to the SLV Shares, $29.81, which is its closing price on October 31, 2024

Buffer amount:

With respect to each of the underlying commodity shares, 20%. As a result of the buffer amount of 20%, the price at or above which each of the underlying commodity shares must close on the final observation date so that investors do not suffer a loss on their initial investment in the securities is as follows:

With respect to the GLD Shares, $202.808, which is equal to 80% of the initial share price

With respect to the SLV Shares, $23.848, which is equal to 80% of the initial share price

Coupon barrier level:

With respect to the GLD Shares, $205.343, which is equal to approximately 81% of the initial share price

With respect to the SLV Shares, $24.146, which is equal to approximately 81% of the initial share price

Downside factor:

1.25

Redemption determination dates:

Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject to postponement for non-trading days and certain market disruption events

Early redemption dates:

Quarterly, beginning February 5, 2025, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business day, that early redemption payment will be made on the next succeeding business day and no adjustment will be made to any early redemption payment made on that succeeding business day

Coupon payment dates:

Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business day, that coupon payment will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The contingent quarterly coupon, if any, with respect to the final observation date shall be paid on the maturity date.

Observation dates:

Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates" below, subject, independently in the case of each of the underlying commodity shares, to postponement for non-trading days and certain market disruption events. We also refer to November 1, 2027 as the final observation date.

Final share price:

With respect to each of the underlying commodity shares, the closing price of such underlying commodity shares on the final observation date multiplied by the adjustment factor for such underlying commodity shares on such date

Adjustment factor:

With respect to each of the underlying commodity shares, 1.0, subject to adjustment in the event of certain events affecting such underlying commodity shares

Worst performing underlying commodity shares:

The underlying commodity shares with the larger percentage decrease from the respective initial share price to the respective final share price

Share percent change:

With respect to each of the underlying commodity shares, (final share price - initial share price) / initial share price

CUSIP / ISIN:

61776WUT8 / US61776WUT88

Listing:

The securities will not be listed on any securities exchange.

Observation Dates / Redemption Determination Dates

Coupon Payment Dates / Early Redemption Dates

January 31, 2025

February 5, 2025

April 30, 2025

May 5, 2025

July 31, 2025

August 5, 2025

October 31, 2025

November 5, 2025

January 30, 2026

February 4, 2026

April 30, 2026

May 5, 2026

July 31, 2026

August 5, 2026

October 30, 2026

November 4, 2026

January 29, 2027

February 3, 2027

April 30, 2027

May 5, 2027

July 30, 2027

August 4, 2027

November 1, 2027 (final observation date)

November 4, 2027 (maturity date)

Maturity:

Approximately 3 years

Contingent quarterly coupon:

A contingent quarterly coupon at an annual rate of 10.35% (corresponding to approximately $25.875 per quarter per security) will be paid on the securities on each coupon payment date but only if the determination closing price of each of the underlying commodity shares is greater than or equal to the respective coupon barrier level on the related observation date.

If the contingent quarterly coupon is not paid on any coupon payment date (because the determination closing price of either of the underlying commodity shares is less than the respective coupon barrier level on the related observation date), such unpaid contingent quarterly coupon will be paid on a later coupon payment date but only if the determination closing price of each of the underlying commodity shares on the related observation date is greater than or equal to the respective coupon barrier level. You will not receive such unpaid contingent quarterly coupon if the determination closing price of either of the underlying commodity shares on each subsequent observation date is less than the respective coupon barrier level. If the determination closing price of either of the underlying commodity shares on each observation date is less than the respective coupon barrier level, you will not receive any contingent quarterly coupon for the entire term of the securities.

Automatic early redemption:

If the determination closing price of each of the underlying commodity shares is greater than or equal to the respective initial share price on any quarterly determination date, beginning on January 31, 2025, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent quarterly coupon with respect to the related observation date and any previously unpaid contingent

quarterly coupons from prior observation dates.

Payment at maturity:

If the securities have not been automatically redeemed prior to maturity, the payment at maturity will be determined as follows:

●If the final share price of each of the underlying commodity shares has increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 20% from the respective initial share price, investors will receive the stated principal amount and, if the final share price of each of the underlying commodity shares is also greater than or equal to the respective coupon barrier level, the contingent quarterly coupon with respect to the final observation date and any previously unpaid contingent quarterly coupons from any prior observation dates.

●If the final share price of either of the underlying commodity shares is less than 80% of the respective initial share price, investors will lose 1.25% of principal for every 1% decline in the final share price of the worst performing underlying commodity shares from the initial share price beyond the buffer amount of 20%. Under these circumstances, the payment at maturity will be less than the stated principal amount of the securities and could be zero. No quarterly coupon will be payable at maturity, and investors will not receive payment of the previously unpaid contingent quarterly coupons. 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

This scenario assumes that, prior to early redemption, each of the underlying commodity shares closes at or above the respective coupon barrier level on some quarterly observation dates, but one or both of the underlying commodity shares close below the respective coupon barrier level(s) on the others. Investors receive the contingent quarterly coupon, as well as any previously unpaid contingent quarterly coupons from prior observation dates, for the quarterly periods for which the determination closing price of each of the underlying commodity shares is greater than or equal to the respective coupon barrier level on the related observation date, but not for the quarterly periods for which the determination closing price of one or both of the underlying commodity shares is less than the respective coupon barrier level(s) on the related observation date.

Starting on January 31, 2025, when each of the underlying commodity shares closes at or above the respective initial share price on a quarterly redemption determination date, the securities will be automatically redeemed for the stated principal amount plus the contingent quarterly coupon with respect to the related observation date and any previously unpaid contingent quarterly coupons from prior observation dates.

Scenario 2: The securities are not redeemed prior to maturity, and investors receive principal back at maturity

This scenario assumes that each of the underlying commodity shares close at or above the respective coupon barrier level on some quarterly observation dates, but one or both of the underlying commodity shares close below the respective coupon barrier level(s) on the others, and at least one of the underlying commodity shares closes below the respective initial share price on every quarterly redemption determination date. Consequently, the securities are not redeemed early, and investors receive the contingent quarterly coupon, as well as any previously unpaid contingent quarterly coupons from prior observation dates, for the quarterly periods for which the determination closing price of each of the underlying commodity shares is greater than or equal to the respective coupon barrier level on the related observation date. On the final observation date, both of the underlying commodity shares have increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 20% from the respective initial share prices. At maturity, in addition to the contingent quarterly coupon with respect to the final observation date and any previously unpaid contingent quarterly coupons from prior observation dates, investors will receive the stated principal amount.

Scenario 3: The securities are not redeemed prior to maturity, and investors suffer a substantial loss of principal at maturity

This scenario assumes that each of the underlying commodity shares closes at or above the respective coupon barrier level on some quarterly observation dates, but one or both of the underlying commodity shares close below the respective coupon barrier level(s) on the others, and at least one of the underlying commodity shares closes below the initial share price on every quarterly redemption determination date. Consequently, the securities are not redeemed early, and investors receive the contingent quarterly coupon, as well as any previously unpaid contingent quarterly coupons from prior observation dates, for the quarterly periods for which the determination closing price of each of the underlying commodity shares is greater than or equal to the respective coupon barrier level on the related observation date. On the final observation date, one or both underlying commodity shares close below the respective coupon barrier level(s). At maturity, one or both of the underlying commodity shares have decreased by more than the buffer amount of 20% from the respective initial share price(s). Therefore, investors do not receive the contingent quarterly coupon for the final quarterly interest period and lose 1.25% of principal for every 1% decline in the final share price of the worst performing underlying commodity shares from the respective initial share price beyond the buffer amount of 20%. The payment at maturity will be less than the stated principal amount and could be zero. No coupon will be paid at maturity in this scenario. Additionally, investors will not receive payment of any previously unpaid contingent quarterly coupons from any prior observation dates.

Contingent Quarterly Coupon:

10.35% per annum (corresponding to approximately $25.875 per quarter per security)*

With respect to each coupon payment date, a contingent quarterly coupon is paid but only if the determination closing price of each of the underlying commodity shares is greater than or equal to the respective coupon barrier level on the related observation date.

If the contingent quarterly coupon is not paid on any coupon payment date (because the determination closing price of either of the underlying commodity shares on the related observation date is less than the respective coupon barrier level), such unpaid contingent quarterly coupon will be paid on a later coupon payment date but only if the determination closing price of each of the underlying commodity shares on such later observation date is greater than or equal to the respective coupon barrier level. You will not receive such unpaid contingent quarterly coupon if the determination closing price of either of the underlying commodity shares on each subsequent observation date is less than the respective coupon barrier level.

Automatic Early Redemption:

If the determination closing price of each of the underlying commodity shares is greater than or equal to the respective initial share price on any quarterly redemption determination date, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent quarterly coupon with respect to the related observation date and with respect to any prior observation date for which a contingent quarterly coupon was not paid.

Payment at Maturity (if the securities have not been automatically redeemed prior to maturity):

(i)If the final share price of each of the underlying commodity shares has increased, remained unchanged or decreased by an amount less than or equal to the buffer amount of 20% from the respective initial share price, investors will receive:

the stated principal amount plus the contingent quarterly coupon with respect to the final observation date and any previously unpaid contingent quarterly coupons from the prior observation dates

(ii)If the final share price of either of the underlying commodity shares has decreased by more than the buffer amount of 20% from the respective initial share price, investors will receive:

$1,000 + [$1,000 x (share percent change of the worst performing underlying commodity shares + 20%) × downside factor]

Under these circumstances, the payment at maturity will be less than the stated principal amount of the securities.

Stated Principal Amount:

$1,000

Hypothetical Initial Share Price:

With respect to the GLD Shares: $200.00

With respect to the SLV Shares: $25.00

Hypothetical Coupon Barrier Level:

With respect to the GLD Shares: $162.00, which is 81% of its hypothetical initial share price

With respect to the SLV Shares: $20.25, which is 81% of its hypothetical initial share price

Buffer Amount:

20%

Downside Factor:

1.25

Determination Closing Price

Contingent Quarterly Coupon

GLD Shares

SLV Shares

Hypothetical Observation Date 1

$210.00 (at or above the coupon barrier level)

$30.00 (at or above the coupon barrier level)

$25.875

Hypothetical Observation Date 2

$150.00 (below the coupon barrier level)

$15.00 (below the coupon barrier level)

$0.00

Hypothetical Observation Date 3

$180.00 (at or above the coupon barrier level)

$28.00 (at or above the coupon barrier level)

$25.875 + $25.875 = $51.75

Hypothetical Observation Date 4

$100.00 (below the coupon barrier level)

$35.00 (at or above the coupon barrier level)

$0.00

Final Share Price

Payment at Maturity

GLD Shares

SLV Shares

Example 1:

$215.00 (at or above the coupon barrier level and 80% of the initial share price)

$30.00 (at or above the coupon barrier level and 80% of the initial share price)

The stated principal amount and the contingent quarterly coupon with respect to the final observation date and any previously unpaid contingent quarterly coupons from prior observation dates

Example 2:

$170.00 (at or above 80% of the initial share price)

$12.50 (below 80% of the initial share price)

$1,000 + [$1,000 × (share percent change of the worst performing underlying commodity shares + 20%) × downside factor]
= $1,000 + [$1,000 × (-50% + 20%) × 1.25]
= $625.00

Example 3:

$30.00 (below 80% of the initial share price)

$10.00 (below 80% of the initial share price)

$1,000 + [$1,000 × (share percent change of the worst performing underlying commodity shares + 20%) × downside factor]
= $1,000 + [$1,000 × (-85% + 20%) × 1.25]

= $187.50

Bloomberg Ticker Symbol:

GLD UP

Current Share Price:

$252.47

52 Weeks Ago:

$183.51

52 Week High (on 10/30/2024):

$257.50

52 Week Low (on 11/10/2023):

$179.51

GLD Shares- Daily Closing Prices

January 1, 2019 to November 1, 2024

*The red solid line indicates the coupon barrier level, which is 81% of the initial share price.

SPDR® Gold Trust (CUSIP 78463V107)

High ($)

Low ($)

Period End ($)

2019

First Quarter

126.70

121.02

122.01

Second Quarter

134.20

119.94

133.20

Third Quarter

146.66

130.62

138.87

Fourth Quarter

142.90

137.01

142.90

2020

First Quarter

157.81

138.04

148.05

Second Quarter

167.37

149.45

167.37

Third Quarter

193.89

166.62

177.12

Fourth Quarter

183.19

166.67

178.36

2021

First Quarter

182.87

157.49

159.96

Second Quarter

178.77

161.92

165.63

Third Quarter

171.17

161.32

164.22

Fourth Quarter

174.50

163.92

170.96

2022

First Quarter

191.51

166.99

180.65

Second Quarter

184.65

168.46

168.46

Third Quarter

168.32

151.23

154.67

Fourth Quarter

169.64

151.45

169.64

2023

First Quarter

185.74

168.35

183.22

Second Quarter

190.44

177.09

178.27

Third Quarter

183.67

171.45

171.45

Fourth Quarter

192.59

168.83

191.17

SPDR® Gold Trust (CUSIP 78463V107)

High ($)

Low ($)

Period End ($)

2024

First Quarter

205.72

184.42

205.72

Second Quarter

224.56

207.82

215.01

Third Quarter

246.98

215.56

243.06

Fourth Quarter (through November 1, 2024)

257.50

241.05

252.47

Bloomberg Ticker Symbol:

SLV UP

Current Share Price:

$29.54

52 Weeks Ago:

$20.97

52 Week High (on 10/22/2024):

$31.74

52 Week Low (on 2/13/2024):

$20.20

SLV Shares - Daily Closing Prices

January 1, 2019 to November 1, 2024

*The red solid line indicates the coupon barrier level, which is 81% of the initial share price.

iShares® Silver Trust (CUSIP 46428Q109)

High ($)

Low ($)

Period End ($)

2019

First Quarter

15.07

14.07

14.18

Second Quarter

14.46

13.46

14.33

Third Quarter

18.34

14.05

15.92

Fourth Quarter

16.92

15.48

16.68

2020

First Quarter

17.40

11.21

13.05

Second Quarter

17.10

13.02

17.01

Third Quarter

27.00

16.71

21.64

Fourth Quarter

24.76

21.05

24.57

2021

First Quarter

26.76

22.26

22.70

Second Quarter

26.19

23.04

24.22

Third Quarter

24.55

19.95

20.52

Fourth Quarter

23.42

20.30

21.51

2022

First Quarter

24.45

20.51

22.88

Second Quarter

23.87

18.64

18.64

Third Quarter

19.17

16.38

17.50

Fourth Quarter

22.23

16.81

22.02

2023

First Quarter

22.33

18.40

22.12

Second Quarter

23.94

20.53

20.89

Third Quarter

23.10

20.34

20.34

Fourth Quarter

23.33

19.25

21.78

2024

First Quarter

23.29

20.20

22.75

Second Quarter

29.27

22.86

26.57

Third Quarter

29.38

24.33

28.41

Fourth Quarter (through November 1, 2024)

31.74

27.86

29.54

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.

Denominations:

$1,000 per security and integral multiples thereof

Underlying commodity:

With respect to the GLD Shares, gold

With respect to the SLV Shares, silver

Interest period:

The quarterly period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof.

Record date:

The record date for each coupon payment date shall be the date one business day prior to such scheduled coupon payment date; provided, however, that any coupon payable at maturity (or upon early redemption) shall be payable to the person to whom the payment at maturity or early redemption payment, as the case may be, shall be payable.

Day count convention:

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Postponement of observation dates and redemption determination dates:

The observation dates and redemption determination dates are subject to postponement due to non-trading days or certain market disruption events, as described in the following paragraph.

If a market disruption event with respect to either of the underlying commodity shares occurs on any scheduled observation date, including the final observation date, or redemption determination date, as applicable, or if any such observation date or redemption determination date, as applicable, is not a trading day, the closing price solely for such underlying commodity shares for such date will be determined on the immediately succeeding trading day on which no market disruption event will have occurred with respect to such affected underlying commodity shares; provided that the determination closing price for either of the underlying commodity shares will not be determined on a date later than the fifth scheduled trading day after the scheduled observation date or redemption determination date, as applicable, and if such date is not a trading day, or if there is a market disruption event on such date, the calculation agent will determine the closing price of the affected underlying commodity shares on such fifth trading day based on the mean, as determined by the calculation agent, of the bid prices for such underlying commodity shares for such date obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the calculation agent. Bids of MS & Co. or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third-party dealers, the closing price will be determined by the calculation agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant.

Postponement of coupon payment dates (including the maturity date) and early redemption dates:

If any observation date or redemption determination date is postponed due to a non-trading day or certain market disruption events with respect to either of the underlying commodity shares so that it falls less than two business days prior to the relevant scheduled coupon payment date (including the maturity date) or early redemption date, as applicable, the coupon payment date (or the maturity date) or the early redemption date will be postponed to the second business day following that observation date or redemption determination date as postponed, and no adjustment will be made to any coupon payment, early redemption payment or payment at maturity made on that postponed date.

Closing price:

With respect to each of the underlying commodity shares, the closing price on any trading day means:

(i)if the underlying commodity shares (or any such other security) are listed on a national securities exchange (other than the Nasdaq), the last reported sale price, regular way, of the principal trading session on such day on the principal national securities exchange registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which the underlying commodity ETF shares (or any such other security) are listed,

(ii)if the underlying commodity shares (or any such other security) are securities of Nasdaq, the official closing price published by Nasdaq on such day, or

(iii)if the underlying commodity shares (or any such other security) are not listed on any national securities exchange but are included in the OTC Bulletin Board Service (the "OTC Bulletin Board") operated by the Financial Industry Regulatory Authority, Inc. ("FINRA"), the last reported sale price of the principal trading session on the OTC Bulletin Board on such day.

If the underlying commodity shares (or any such other security) are listed on any national securities exchange but the last reported sale price or the official closing price published by Nasdaq, as applicable, is not available pursuant to the preceding sentence, then the closing price for one

underlying commodity share (or one unit of any such other security) on any trading day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on Nasdaq or the OTC Bulletin Board on such day. If a market disruption event (as defined below) occurs with respect to the underlying commodity shares (or any such other security) or the last reported sale price or the official closing price published by Nasdaq, as applicable, for the underlying commodity shares (or any such other security) is not available pursuant to either of the two preceding sentences, then the closing price for any trading day will be the mean, as determined by the calculation agent, of the bid prices for the underlying commodity shares (or any such other security) for such trading day obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the calculation agent. Bids of MS & Co. and its successors or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third party dealers, the closing price will be determined by the calculation agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. The term "OTC Bulletin Board Service" will include any successor service thereto. See "Discontinuance of either of the underlying commodity shares; alteration of method of calculation" below.

Business day:

Any day other than a Saturday or Sunday which is neither a legal holiday nor a day on which banking institutions are required or authorized by law or regulation to close in New York, New York or the city and state of our principal place of business or a day on which transactions in U.S. dollars are not conducted.

Trading day:

Trading day means, in respect of each of the underlying commodity shares, a day, as determined by the calculation agent, on which NYSE Arca (or if NYSE Arca is no longer the principal exchange or trading market for the underlying commodity shares, such exchange or principal trading market for the underlying commodity shares that serves as the price-source for the underlying commodity shares) is open for trading during its regular trading session, notwithstanding such exchange or principal trading market closing prior to its scheduled closing time.

Market disruption event:

With respect to each of the underlying commodity shares, market disruption event means:

(i)the occurrence or existence of any of:

a.a suspension, absence or material limitation of trading of the underlying commodity shares on the primary market for the underlying commodity shares for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session in such market; or a breakdown or failure in the price and trade reporting systems of the primary market for the underlying commodity shares as a result of which the reported trading prices for the underlying commodity shares during the last one-half hour preceding the close of the principal trading session in such market are materially inaccurate; or the suspension, absence or material limitation of trading on the primary market for trading in futures or options contracts related to the underlying commodity shares, if available, during the one-half hour period preceding the close of the principal trading session in the applicable market; or

b.a suspension, material limitation or absence of trading on any major U.S. securities market for trading in futures or options contracts related to the underlying commodity shares for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session on such market,

in each case as determined by the calculation agent in its sole discretion, and

(ii)a determination by the calculation agent in its sole discretion that any event described in clause (i) above materially interfered with our ability or the ability of any of our affiliates to unwind or adjust all or a material portion of the hedge position with respect to the securities.

For the purpose of determining whether a market disruption event in respect of the underlying commodity shares has occurred: (1) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the market, (2) a decision to permanently discontinue trading in the underlying commodity shares or in the relevant futures or options contract will not constitute a market disruption event, (3) a suspension of trading in futures or options contracts on the underlying commodity shares by the primary securities market trading in such contracts by reason of (a) a price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or (c) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence or material limitation of trading in futures or options contracts related to the underlying commodity shares and (4) a "suspension, absence or material limitation of trading" on the primary market on which futures or options contracts related to the underlying commodity shares are traded will not include any time when such securities market is itself closed for trading under ordinary circumstances.

Discontinuance of either of the

If trading in either of the underlying commodity shares on every applicable national securities exchange

underlying commodity shares; alteration of method of calculation:

is permanently discontinued or the underlying commodity shares are liquidated or otherwise terminated (a "discontinuance or liquidation event"), the securities will be deemed accelerated to the fifth business day following the date notice of such liquidation event is provided to holders of the underlying commodity shares under the terms of the relevant underlying commodity shares (the date of such notice, the "liquidation announcement date" and the fifth business day following the liquidation announcement date, the "acceleration date"), and the payment to you on the acceleration date will be equal to the fair market value of the securities on the trading day immediately following the liquidation announcement date as determined by the calculation agent in its sole discretion based on its internal models, which will take into account the reasonable costs incurred by us or any of our affiliates in unwinding any related hedging arrangements.

Antidilution adjustments:

The adjustment factor with respect to each of the underlying commodity shares shall be adjusted as follows:

If such underlying commodity shares are subject to a share split or reverse share split, then once such split has become effective, the adjustment factor for such underlying commodity shares will be adjusted by the calculation agent to equal the product of the prior adjustment factor and the number of shares issued in such share split or reverse share split with respect to one share of such underlying commodity shares.

No adjustment to an adjustment factor pursuant to the paragraph above will be required unless such adjustment would require a change of at least 0.1% in the amount being adjusted as then in effect. Any number so adjusted will be rounded to the nearest one hundred-thousandth with five one-millionths being rounded upward.

The calculation agent will be solely responsible for the determination and calculation of any adjustments to the adjustment factors or method of calculating the adjustment factors and of any related determinations, and its determinations and calculations with respect thereto will be conclusive in the absence of manifest error.

Alternate exchange calculation in case of an event of default:

If an event of default with respect to the securities shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the securities (the "Acceleration Amount") will be an amount, determined by the calculation agent in its sole discretion, that is equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all our payment and other obligations with respect to the securities as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to the securities. That cost will equal:

●the lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus

●the reasonable expenses, including reasonable attorneys' fees, incurred by the holders of the securities in preparing any documentation necessary for this assumption or undertaking.

During the default quotation period for the securities, which we describe below, the holders of the securities and/or we may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest-or, if there is only one, the only-quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the Acceleration Amount.

Notwithstanding the foregoing, if a voluntary or involuntary liquidation, bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then depending on applicable bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount.

If the maturity of the securities is accelerated because of an event of default as described above, we shall, or shall cause the calculation agent to, provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary of the Acceleration Amount and the aggregate cash amount due, if any, with respect to the securities as promptly as possible and in no event later than two business days after the date of such acceleration.

Default quotation period

The default quotation period is the period beginning on the day the Acceleration Amount first becomes due and ending on the third business day after that day, unless:

●no quotation of the kind referred to above is obtained, or

●every quotation of that kind obtained is objected to within five business days after the due date as described above.

If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence.

In any event, if the default quotation period and the subsequent two business day objection period have not ended before the final observation date, then the Acceleration Amount will equal the principal amount of the securities.

Qualified financial institutions

For the purpose of determining the Acceleration Amount at any time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United States or Europe, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated either:

●A-2 or higher by Standard & Poor's Ratings Services or any successor, or any other comparable rating then used by that rating agency, or

●P-2 or higher by Moody's Investors Service or any successor, or any other comparable rating then used by that rating agency.

Trustee:

The Bank of New York Mellon

Calculation agent:

MS & Co.

All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on you and on us.

All calculations with respect to the payment at maturity, if any, will be made by the calculation agent and will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination of the amount of cash payable per security, if any, will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate number of securities, if any, will be rounded to the nearest cent, with one-half cent rounded upward.

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 observation 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 final observation 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 redemption determination date, give notice of the early redemption and the early redemption payment, including specifying the payment date of the 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. This notice shall be given by the issuer or, at the issuer's request, by the trustee in the name and at the expense of the issuer, with any such request to be accompanied by a copy of the notice to be given.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash to be delivered as contingent quarterly coupon, if any, with respect to each security on or prior to 10:30 a.m. (New York City time) on the business day preceding each coupon payment date, and (ii) deliver the aggregate cash amount due, if any, with respect to the contingent quarterly coupon to the trustee for

delivery to the depositary, as holder of the securities, on the applicable coupon payment date.

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash to be delivered, if any, with respect to 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, if any, due with respect to the securities 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:

Prospective investors should note that the discussion under the section called "United States Federal Taxation" in the accompanying prospectus supplement does not apply to the securities issued under this document and is superseded by the following discussion.

The following is a general discussion of the material U.S. federal income tax consequences and certain estate tax consequences of the ownership and disposition of the securities. This discussion applies only to investors in the securities who:

●purchase the securities in the original offering; and

●hold the securities as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to holders subject to special rules, such as:

●certain financial institutions;

●insurance companies;

●dealers and certain traders in securities or commodities;

●investors holding the securities as part of a "straddle," wash sale, conversion transaction, integrated transaction or constructive sale transaction;

●U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

●partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

●regulated investment companies;

●real estate investment trusts; or

●tax-exempt entities, including "individual retirement accounts" or "Roth IRAs" as defined in Section 408 or 408A of the Code, respectively.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds the securities, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding the securities or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing of the securities to you.

As the law applicable to the U.S. federal income taxation of instruments such as the securities is technical and complex, the discussion below necessarily represents only a general summary. The effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative minimum tax consequences or consequences resulting from the Medicare tax on investment income. Moreover, the discussion below does not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, changes to any of which subsequent to the date hereof may affect the tax consequences described herein. Persons considering the purchase of the securities should consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

General

Due to the absence of statutory, judicial or administrative authorities that directly address the treatment of the securities or instruments that are similar to the securities for U.S. federal income tax purposes, no assurance can be given that the IRS or a court will agree with the tax treatment described herein. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the securities is reasonable under current law; however, there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the securities could be materially affected.

You should consult your tax adviser regarding all aspects of the U.S. federal tax consequences of an investment in the securities (including possible alternative treatments of the securities). Unless otherwise stated, the following discussion is based on the treatment of each security as described in

the previous paragraph.

Tax Consequences to U.S. Holders

This section applies to you only if you are a U.S. Holder. As used herein, the term "U.S. Holder" means a beneficial owner of a security that is, for U.S. federal income tax purposes:

●a citizen or individual resident of the United States;

●a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or

●an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Tax Treatment of the Securities

Assuming the treatment of the securities as set forth above is respected, the following U.S. federal income tax consequences should result.

Tax Basis. A U.S. Holder's tax basis in the securities should equal the amount paid by the U.S. Holder to acquire the securities.

Tax Treatment of Coupon Payments. Any coupon payment on the securities should be taxable as ordinary income to a U.S. Holder at the time received or accrued, in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.

Sale, Exchange or Settlement of the Securities. Upon a sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized on the sale, exchange or settlement and the U.S. Holder's tax basis in the securities sold, exchanged or settled. For this purpose, the amount realized does not include any coupon paid at settlement and may not include sale proceeds attributable to an accrued coupon, which may be treated in the same manner as a coupon payment. In general, any such gain or loss recognized should be short-term capital gain or loss if the U.S. Holder has held the securities for one year or less at the time of the sale, exchange or settlement, and should be long-term capital gain or loss otherwise. The ordinary income treatment of the coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to limitations.

Possible Alternative Tax Treatments of an Investment in the Securities

Due to the absence of authorities that directly address the proper tax treatment of the securities, no assurance can be given that the IRS will accept, or that a court will uphold, the treatment described above. In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning the securities under Treasury regulations governing contingent payment debt instruments (the "Contingent Debt Regulations"). If the IRS were successful in asserting that the Contingent Debt Regulations applied to the securities, the timing and character of income thereon would be significantly affected. Among other things, a U.S. Holder would be required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the time of their issuance, adjusted upward or downward to reflect the difference, if any, between the actual and the projected amount of any contingent payments on the securities. Furthermore, any gain realized by a U.S. Holder at maturity or upon a sale, exchange or other disposition of the securities would be treated as ordinary income, and any loss realized would be treated as ordinary loss to the extent of the U.S. Holder's prior accruals of original issue discount and as capital loss thereafter. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.

We do not plan to request a ruling from the IRS regarding the treatment of the securities. Other alternative federal income tax treatments of the securities are possible, which, if applied, could significantly affect the timing and character of the income or loss with respect to the securities. 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. 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 and potential changes in applicable law.

Backup Withholding and Information Reporting

Backup withholding may apply in respect of payments on the securities and the payment of proceeds from a sale, exchange or other disposition of the securities, unless a U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded, or credited against the U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. In addition, information returns will be filed with the IRS

in connection with payments on the securities and the payment of proceeds from a sale, exchange or other disposition of the securities, unless the U.S. Holder provides proof of an applicable exemption from the information reporting rules.

Tax Consequences to Non-U.S. Holders

This section applies to you only if you are a Non-U.S. Holder. As used herein, the term "Non-U.S. Holder" means a beneficial owner of a security that is for U.S. federal income tax purposes:

●an individual who is classified as a nonresident alien;

●a foreign corporation; or

●a foreign estate or trust.

The term "Non-U.S. Holder" does not include any of the following holders:

●a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;

●certain former citizens or residents of the United States; or

●a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States.

Such holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities.

Although significant aspects of the tax treatment of each security are uncertain, we intend to withhold on any coupon paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an applicable income tax treaty under an "other income" or similar provision. We will not be required to pay any additional amounts with respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the securities must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.

Section 871(m) Withholding Tax on Dividend Equivalents

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 exchange-traded funds, and neither of the funds nor any of their holdings is treated for U.S. federal income tax purposes as Underlying Securities, payment on the securities to Non-U.S. Holders should not be subject to Section 871(m).

U.S. Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty exemption, the securities may be treated as U.S.-situs property subject to U.S. federal estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should consult their tax advisers regarding the U.S. federal estate tax consequences of an investment in the securities.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS in connection with any coupon payment and may be filed with the IRS in connection with the payment at maturity on the securities and the payment of proceeds from a sale, exchange or other disposition. A Non-U.S. Holder may be subject to backup withholding in respect of amounts paid to the Non-U.S. Holder, unless such Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person for U.S. federal income tax purposes or otherwise establishes an exemption. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder's U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

FATCA

Legislation commonly referred to as "FATCA" generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity's jurisdiction may modify these requirements. FATCA generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source "fixed or determinable annual or periodical" income ("FDAP income"). Withholding (if applicable) applies to payments of U.S.-source FDAP income and to payments of gross proceeds of the disposition (including upon retirement) of certain financial instruments treated as providing for

U.S.-source interest or dividends. Under proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply on payments of gross proceeds (other than amounts treated as FDAP income). While the treatment of the securities is unclear, you should assume that any coupon payment with respect to the securities will be subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the potential application of FATCA to the securities.

The discussion in the preceding paragraphs, insofar as it purports to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitutes 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 4 above comprise the agent's commissions and the cost of issuing, structuring and hedging the securities.

On or prior to October 31, 2024, we will hedge our anticipated exposure in connection with the securities by entering into hedging transactions with our affiliates and/or third party dealers. We expect our hedging counterparties to take positions in the underlying commodity shares, in futures and/or options contracts on the underlying commodity shares, or positions in any other available securities or instruments that they may wish to use in connection with such hedging, in futures and/or options contracts on the underlying commodity shares or any of their constituents. Such purchase activity could potentially increase the initial share price of one or both of the underlying commodity shares and, therefore, could increase (i) the price at or above which such underlying commodity shares must close on the redemption 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 commodity shares), (ii) the coupon barrier level for such underlying commodity shares, which is the price at or above which such underlying commodity shares must close on the observation dates so that you receive a contingent quarterly coupon on the securities (depending also on the performance of the other underlying commodity shares) and (iii) the price at or above which such underlying commodity shares must close on the final observation date so that you are not exposed to the negative performance of the worst performing underlying commodity shares at maturity (depending also on the performance of the other underlying commodity shares). 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 observation date approaches. Additionally, our hedging activities, as well as our other trading activities, during the term of the securities could potentially affect the price of either of the underlying commodity shares on the redemption determination dates and other observation dates, and, accordingly, whether we redeem the securities prior to maturity, whether we pay a contingent quarterly coupon on the securities and the amount of cash you will receive at maturity, if any.

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 $1,000 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.

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.

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:

MSFL and Morgan Stanley have filed a registration statement (including a prospectus, as supplemented by the prospectus 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 prospectus supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about MSFL, Morgan Stanley 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, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus 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:

Prospectus Supplement dated November 16, 2023

Prospectus dated April 12, 2024

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