MORGAN STANLEY — Capital/Financing Update 2026

May 11, 2026

424B2 1 ms15462_424b2-15346.htm AMENDMENT NO. 1 DATED MAY 11, 2026 RELATING TO PRICING SUPPLEMENT NO. 15,462 QES 7h3d0c70r 1778267075.4855075

Amendment No. 1 dated May 11, 2026 relating to

Pricing Supplement No. 15,462

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

Dated April 16, 2026

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Variable Income Auto-Callable Notes due April 21, 2031

Based on the Worst Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Palantir Technologies Inc., the Common Stock of Micron Technology, Inc. and the Common Stock of Tesla, Inc.

Fully and Unconditionally Guaranteed by Morgan Stanley

[if IE]<![endif] ￭ [if IE]<![endif] The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The notes have the terms described in the accompanying product supplement, tax supplement and prospectus, as supplemented or modified by this document.

[if IE]<![endif] ￭ [if IE]<![endif] Variable coupon. The notes will pay a variable coupon on each coupon payment date, as follows: If, on any observation date, the closing level of each underlier is greater than or equal to its coupon barrier level, the notes will pay the higher coupon, at the annual rate specified herein, with respect to the related interest period. However, if the closing level of any underlier is less than its coupon barrier level on any observation date, the notes will pay only the lower coupon, at the annual rate specified herein, with respect to the related interest period.

FINAL TERMS — Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Stated principal amount:	$1,000 per note
Issue price:	$1,000 per note (see “Commissions and issue price” below)
Aggregate principal amount:	$1,050,000
Underliers:	Amazon.com, Inc. common stock (the “AMZN Stock”), Palantir Technologies Inc. class A common stock (the “PLTR Stock”), Micron Technology, Inc. common stock (the “MU Stock”) and Tesla, Inc. common stock (the “TSLA Stock”). We refer to each of the AMZN Stock, the PLTR Stock, the MU Stock and the TSLA Stock as an underlying stock.
Strike date:	April 16, 2026
Pricing date:	April 16, 2026
Original issue date:	April 21, 2026
Final observation date:	April 16, 2031, subject to postponement for non-trading days and certain market disruption events
Maturity date:	April 21, 2031
	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:	$938.00 per note. See “Estimated Value of the Notes” on page 5.
Commissions and issue price:	Price to public	Agent’s commissions and fees (1)	Proceeds to us (2)
Per note	$1,000	$42.50	$957.50
Total	$1,050,000	$44,625	$1,005,375

[if IE]<![endif] (1) [if IE]<![endif] Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $42.50 for each note 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 product supplement.

[if IE]<![endif] (2) [if IE]<![endif] See “Use of Proceeds and Hedging” in the accompanying product supplement.

The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.

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

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

You should read this document together with the related product supplement, tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Notes” and “Additional Information About the Notes” at the end of this document.

References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Product Supplement for Notes dated April 8, 2026 Tax Supplement dated April 8, 2026 Prospectus dated April 8, 2026

Morgan Stanley Finance LLC

Variable Income Auto-Callable Notes

Terms continued from the previous page
Variable coupon :	A v ariable coupon at an annual rate of e ither 0.25% (the “ lower coupon ”) or 9.35% (the “ higher coupon ”) will be paid on the notes on each coupon payment date. The higher coupon will be paid on the notes on each coupon payment date only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. If, on any observation date, the closing level of any underlier is less than its coupon barrier level, we will pay the lower coupon with respect to the applicable interest period.
Coupon payment dates:	The expected coupon payment dates are set forth under “Observation Dates and Expected Coupon Payment Dates” below. If any coupon payment date is not a business day, the coupon payment with respect to such date 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 coupon payment with respect to the final observation date shall be made on the maturity date.
Coupon barrier level:	With respect to the AMZN Stock, $187.275, which is 75% of its initial level With respect to the PLTR Stock, $107.07, which is 75% of its initial level With respect to the MU Stock, $342.923, which is approximately 75% of its initial level With respect to the TSLA Stock, $291.675, which is 75% of its initial level
Observation dates:	As set forth under “Observation Dates and Expected Coupon Payment Dates” below, subject to postponement for non-trading days and certain market disruption events
Automatic early redemption:	The notes are not subject to automatic early redemption until the first redemption determination date. If, on any redemption determination date, the closing level of each underlier is greater than or equal to its call threshold level, the notes will be automatically redeemed for the early redemption payment on the related early redemption date. No further payments will be made on the notes once they have been automatically redeemed. The notes will not be redeemed on any early redemption date if the closing level of any underlier is less than its call threshold level on the related redemption determination date.
First redemption determination date:	April 16, 2027. Under no circumstances will the notes be redeemed prior to the first redemption determination date.
Redemption determination dates:	April 16, 2027, May 17, 2027, June 16, 2027, July 16, 2027, August 16, 2027, September 16, 2027, October 18, 2027, November 16, 2027, December 16, 2027, January 18, 2028, February 16, 2028, March 16, 2028, April 17, 2028, May 16, 2028, June 16, 2028, July 17, 2028, August 16, 2028, September 18, 2028, October 16, 2028, November 16, 2028, December 18, 2028, January 16, 2029, February 16, 2029, March 16, 2029, April 16, 2029, May 16, 2029, June 18, 2029, July 16, 2029, August 16, 2029, September 17, 2029, October 16, 2029, November 16, 2029, December 17, 2029, January 16, 2030, February 19, 2030, March 18, 2030, April 16, 2030, May 16, 2030, June 17, 2030, July 16, 2030, August 16, 2030, September 16, 2030, October 16, 2030, November 18, 2030, December 16, 2030, January 16, 2031, February 18, 2031 and March 17, 2031, subject to postponement for non-trading days and certain market disruption events
Call threshold level:	With respect to the AMZN Stock, $224.73, which is 90% of its initial level With respect to the PLTR Stock, $128.484, which is 90% of its initial level With respect to the MU Stock, $411.507, which is 90% of its initial level With respect to the TSLA Stock, $350.01, which is 90% of its initial level
Early redemption payment:	stated principal amount plus the higher coupon with respect to the related interest period
Early redemption dates:	April 21, 2027, May 20, 2027, June 21, 2027, July 21, 2027, August 19, 2027, September 21, 2027, October 21, 2027, November 19, 2027, December 21, 2027, January 21, 2028, February 22, 2028, March 21, 2028, April 20, 2028, May 19, 2028, June 22, 2028, July 20, 2028, August 21, 2028, September 21, 2028, October 19, 2028, November 21, 2028, December 21, 2028, January 19, 2029, February 22, 2029, March 21, 2029, April 19, 2029, May 21, 2029, June 22, 2029, July 19, 2029, August 21, 2029, September 20, 2029, October 19, 2029, November 21, 2029, December 20, 2029, January 22, 2030, February 22, 2030, March 21, 2030, April 19, 2030, May 21, 2030, June 21, 2030, July 19, 2030, August 21, 2030, September 19, 2030, October 21, 2030, November 21, 2030, December 19, 2030, January 22, 2031, February 21, 2031 and March 20, 2031
Payment at maturity per note:	If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to the applicable variable coupon with respect to the final interest period) a payment at maturity equal to the stated principal amount.
Initial level:	With respect to the AMZN Stock, $249.70, which is its closing level on the strike date With respect to the PLTR Stock, $142.76, which is its closing level on the strike date With respect to the MU Stock, $457.23, which is its closing level on the strike date With respect to the TSLA Stock, $388.90, which is its closing level on the strike date
Worst performing underlier:	The underlier with the lowest percentage return from its initial level to its closing level on the relevant observation date
Closing level:	“Closing level” and “adjustment factor” have the meanings set forth under “General Terms of the Notes—Some Definitions” in the accompanying product supplement.
CUSIP:	61781FBS1
ISIN:	US61781FBS11
Listing:	The notes will not be listed on any securities exchange.

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Variable Income Auto-Callable Notes

Observation Dates and Expected Coupon Payment Dates

Observation Dates	Expected Coupon Payment Dates*
May 18, 2026	May 21, 2026
June 16, 2026	June 22, 2026
July 16, 2026	July 21, 2026
August 17, 2026	August 20, 2026
September 16, 2026	September 21, 2026
October 16, 2026	October 21, 2026
November 16, 2026	November 19, 2026
December 16, 2026	December 21, 2026
January 19, 2027	January 22, 2027
February 16, 2027	February 19, 2027
March 16, 2027	March 19, 2027
April 16, 2027	April 21, 2027
May 17, 2027	May 20, 2027
June 16, 2027	June 21, 2027
July 16, 2027	July 21, 2027
August 16, 2027	August 19, 2027
September 16, 2027	September 21, 2027
October 18, 2027	October 21, 2027
November 16, 2027	November 19, 2027
December 16, 2027	December 21, 2027
January 18, 2028	January 21, 2028
February 16, 2028	February 22, 2028
March 16, 2028	March 21, 2028
April 17, 2028	April 20, 2028
May 16, 2028	May 19, 2028
June 16, 2028	June 22, 2028
July 17, 2028	July 20, 2028
August 16, 2028	August 21, 2028
September 18, 2028	September 21, 2028
October 16, 2028	October 19, 2028
November 16, 2028	November 21, 2028
December 18, 2028	December 21, 2028
January 16, 2029	January 19, 2029
February 16, 2029	February 22, 2029
March 16, 2029	March 21, 2029
April 16, 2029	April 19, 2029
May 16, 2029	May 21, 2029
June 18, 2029	June 22, 2029
July 16, 2029	July 19, 2029
August 16, 2029	August 21, 2029
September 17, 2029	September 20, 2029
October 16, 2029	October 19, 2029
November 16, 2029	November 21, 2029
December 17, 2029	December 20, 2029
January 16, 2030	January 22, 2030
February 19, 2030	February 22, 2030
March 18, 2030	March 21, 2030
April 16, 2030	April 19, 2030
May 16, 2030	May 21, 2030
June 17, 2030	June 21, 2030
July 16, 2030	July 19, 2030
August 16, 2030	August 21, 2030
September 16, 2030	September 19, 2030
October 16, 2030	October 21, 2030
November 18, 2030	November 21, 2030

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Observation Dates	Expected Coupon Payment Dates*
December 16, 2030	December 19, 2030
January 16, 2031	January 22, 2031
February 18, 2031	February 21, 2031
March 17, 2031	March 20, 2031
April 16, 2031 (final observation date)	April 21, 2031 (maturity date)
*After giving effect to expected postponement due to non-business days

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Estimated Value of the Notes

The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000. Our estimate of the value of the notes as determined on the pricing date is set forth on the cover of this document.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the notes, 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 notes 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 notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those related to the underliers, 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. However, because the costs associated with issuing, selling, structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the notes in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underliers, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

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

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Hypothetical Examples

The following hypothetical examples illustrate how to determine whether the notes will be automatically redeemed with respect to a redemption determination date and whether the lower coupon or the higher coupon is payable with respect to an observation date. The following examples are for illustrative purposes only. Whether the notes are automatically redeemed prior to maturity will be determined by reference to the closing level of each underlier on each redemption determination date. Whether you receive the lower coupon or the higher coupon will be determined by reference to the closing level of each underlier on each observation date. The actual initial level, call threshold level and coupon barrier level for each underlier were determined on the strike date. All payments on the notes are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease of analysis. The below examples are based on the following terms:

Stated principal amount:	$1,000 per note
Hypothetical initial level:	With respect to the AMZN Stock, $100.00 With respect to the PLTR Stock, $100.00 With respect to the MU Stock, $100.00 With respect to the TSLA Stock, $100.00
Hypothetical call threshold level:	With respect to the AMZN Stock, $90.00, which is 90% of its hypothetical initial level With respect to the PLTR Stock, $90.00, which is 90% of its hypothetical initial level With respect to the MU Stock, $90.00, which is 90% of its hypothetical initial level With respect to the TSLA Stock, $90.00, which is 90% of its hypothetical initial level
Hypothetical coupon barrier level:	With respect to the AMZN Stock, $75.00, which is 75% of its hypothetical initial level With respect to the PLTR Stock, $75.00, which is 75% of its hypothetical initial level With respect to the MU Stock, $75.00, which is 75% of its hypothetical initial level With respect to the TSLA Stock, $75.00, which is 75% of its hypothetical initial level
Lower coupon:	0.25% per annum (corresponding to approximately $0.208 per interest period per note). The actual lower coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical lower coupon of $0.208 is used in these examples for ease of analysis.
Higher coupon:	9.35% per annum (corresponding to approximately $7.792 per interest period per note). The actual higher coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical higher coupon of $7.792 is used in these examples for ease of analysis.

*The hypothetical initial level of $100.00 for each underlier has been chosen for illustrative purposes only and does not represent the actual initial level of any underlier. Please see “Historical Information” below for historical data regarding the actual closing levels of the underliers.

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How to determine whether the notes will be automatically redeemed with respect to a redemption determination date:

	Closing Level — AMZN Stock	PLTR Stock	MU Stock	TSLA Stock	Early Redemption Payment
Hypothetical Redemption Determination Date #1	$105.00 ( greater than or equal to its call threshold level)	$45.00 ( less than its call threshold level)	$110.00 ( greater than or equal to its call threshold level)	$55.00 ( less than its call threshold level)	N/A
Hypothetical Redemption Determination Date #2	$110.00 ( greater than or equal to its call threshold level)	$125.00 ( greater than or equal to its call threshold level)	$115.00 ( greater than or equal to its call threshold level)	$120.00 ( greater than or equal to its call threshold level)	$1,000 + $7.792 (t he stated principal amount + the higher coupon with respect to the related interest period) For more information, please see “How to determine whether the lower coupon or the higher coupon is payable with respect to an observation date (if the notes have not been previously automatically redeemed)” below.

On hypothetical redemption determination date #1, because the closing level of at least one underlier is less than its call threshold level, the notes are not automatically redeemed on the related early redemption date.

On hypothetical redemption determination date #2, because the closing level of each underlier is greater than or equal to its call threshold level, the notes are automatically redeemed on the related early redemption date for an early redemption payment equal to the stated principal amount plus the higher coupon with respect to the related interest period. No further payments are made on the notes once they have been automatically redeemed.

If the closing level of any underlier is less than its call threshold level on each redemption determination date, the notes will not be automatically redeemed prior to maturity.

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How to determine whether the lower coupon or the higher coupon is payable with respect to an observation date (if the notes have not been previously automatically redeemed):

	Closing Level — AMZN Stock	PLTR Stock	MU Stock	TSLA Stock	Payment per Note
Hypothetical Observation Date #1	$80.00 ( greater than or equal to its coupon barrier level)	$125.00 ( greater than or equal to its coupon barrier level)	$115.00 ( greater than or equal to its coupon barrier level)	$125.00 ( greater than or equal to its coupon barrier level)	$7.792
Hypothetical Observation Date #2	$55.00 ( less than its coupon barrier level)	$45.00 ( less than its coupon barrier level)	$110.00 ( greater than or equal to its coupon barrier level)	$120.00 ( greater than or equal to its coupon barrier level)	$0.208
Hypothetical Observation Date #3	$130.00 ( greater than or equal to its coupon barrier level)	$115.00 ( greater than or equal to its coupon barrier level)	$125.00 ( greater than or equal to its coupon barrier level)	$145.00 ( greater than or equal to its coupon barrier level)	$1,000 + $7.792 (t he stated principal amount + the higher coupon with respect to the related interest period) For more information, please see “How to determine whether the notes will be automatically redeemed with respect to a redemption determination date” above.

On hypothetical observation date #1, because the closing level of each underlier is greater than or equal to its coupon barrier level, the higher coupon is paid on the related coupon payment date.

On hypothetical observation date #2, because the closing level of at least one underlier is less than its coupon barrier level, the lower coupon is paid on the related coupon payment date.

On hypothetical observation date #3, the closing level of each underlier is greater than or equal to its coupon barrier level. Because the closing level of each underlier is also greater than or equal to its call threshold level, the notes are automatically redeemed for an early redemption payment equal to the stated principal amount plus the higher coupon with respect to the related interest period. No further payments are made on the notes once they have been automatically redeemed.

If the closing level of any underlier is less than its coupon barrier level on each observation date, you will not receive any higher coupons for the entire term of the notes.

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Risk Factors

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

Risks Relating to an Investment in the Notes

[if IE]<![endif] o [if IE]<![endif] the volatility (frequency and magnitude of changes in value) of the underliers;

[if IE]<![endif] o [if IE]<![endif] interest and yield rates in the market;

Some or all of these factors will influence the price that you will receive if you sell your notes prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the notes will be affected by the other factors described above. For example, you may have to sell your notes at a substantial discount from the stated principal amount if, at the time of sale, the closing level of any underlier is at, below or not sufficiently above its coupon barrier level, or if market interest rates rise.

You can review the historical closing levels of the underliers in the section of this document called “Historical Information.” You cannot predict the future performance of an underlier based on its historical performance. The values of the underliers may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. There can be no assurance that the closing level of each underlier will be greater than or equal to its coupon barrier level on any observation date so that you will receive the higher coupon with respect to the applicable interest period.

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the notes, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the notes 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 notes.

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

However, because the costs associated with issuing, selling, structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the notes in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underliers, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

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debt instrument, you generally will be required to accrue interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, adjusted upward or downward to reflect the difference, if any, between the actual and projected payments on the securities during the year. Therefore, the amount of taxable income you are required to recognize in a given taxable year could exceed the amount of coupon payments you receive in that year. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Taxation” in the accompanying tax supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.

Risks Relating to the Underlier(s)

Risks Relating to Conflicts of Interest

In engaging in certain activities described below and as discussed in more detail in the accompanying product supplement, our affiliates may take actions that may adversely affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests as an investor in the notes.

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Historical Information

Amazon.com, Inc. Overview

Bloomberg Ticker Symbol: AMZN

Amazon.com, Inc. offers electronic retail services to consumer customers, seller customers and developer customers. The underlier is registered under the Securities Exchange Act of 1934, as amended. Information provided to or filed with the Securities and Exchange Commission by the underlying stock issuer pursuant to the Securities Exchange Act of 1934, as amended, can be located by reference to Securities and Exchange Commission file number 000-22513 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlying stock issuer may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlying stock issuer is accurate or complete.

The closing level of the AMZN Stock on April 16, 2026 was $249.70. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

AMZN Stock Daily Closing Levels January 1, 2021 to April 16, 2026

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

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

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Palantir Technologies Inc. Overview

Bloomberg Ticker Symbol: PLTR

Palantir Technologies Inc. builds software platforms. The underlier is registered under the Securities Exchange Act of 1934, as amended. Information provided to or filed with the Securities and Exchange Commission by the underlying stock issuer pursuant to the Securities Exchange Act of 1934, as amended, can be located by reference to Securities and Exchange Commission file number 001-39540 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlying stock issuer may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlying stock issuer is accurate or complete.

The closing level of the PLTR Stock on April 16, 2026 was $142.76. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

PLTR Stock Daily Closing Levels January 1, 2021 to April 16, 2026

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

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

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Micron Technology, Inc. Overview

Bloomberg Ticker Symbol: MU

Micron Technology, Inc. is a memory and storage solutions company. The underlier is registered under the Securities Exchange Act of 1934, as amended. Information provided to or filed with the Securities and Exchange Commission by the underlying stock issuer pursuant to the Securities Exchange Act of 1934, as amended, can be located by reference to Securities and Exchange Commission file number 001-10864 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlying stock issuer may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlying stock issuer is accurate or complete.

The closing level of the MU Stock on April 16, 2026 was $457.23. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

MU Stock Daily Closing Levels January 1, 2021 to April 16, 2026

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Tesla, Inc. Overview

Bloomberg Ticker Symbol: TSLA

Tesla, Inc. designs, manufactures and sells electric vehicles and energy storage systems, as well as installs, operates and maintains solar and energy storage products. The underlier is registered under the Securities Exchange Act of 1934, as amended. Information provided to or filed with the Securities and Exchange Commission by the underlying stock issuer pursuant to the Securities Exchange Act of 1934, as amended, can be located by reference to Securities and Exchange Commission file number 001-34756 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlying stock issuer may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlying stock issuer is accurate or complete.

The closing level of the TSLA Stock on April 16, 2026 was $388.90. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

TSLA Stock Daily Closing Levels January 1, 2021 to April 16, 2026

Neither we nor any of our affiliates makes any representation to you as to the performance of the underlier

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Additional Terms of the Notes

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

Additional Terms:
If the terms described herein are inconsistent with those described in the accompanying product supplement, tax supplement or prospectus, the terms described herein shall control.
Denominations:	$1,000 per note and integral multiples thereof
Day-count convention:	Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Interest period:	The 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.
Underlying stock issuer:	With respect to the AMZN Stock, Amazon.com, Inc. With respect to the PLTR Stock, Palantir Technologies Inc. With respect to the MU Stock, Micron Technology, Inc. With respect to the TSLA Stock, Tesla, Inc.
Amortization period:	The 6-month period following the issue date
Trustee:	The Bank of New York Mellon
Calculation agent:	Morgan Stanley & Co. LLC (“MS & Co.”)

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Additional Information About the Notes

Additional Information:
Minimum ticketing size:	$1,000 / 1 note
United States federal income tax considerations:	You should review carefully the section in the accompanying tax supplement entitled “United States Federal Taxation.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities offered by this pricing supplement. Generally, this discussion assumes that you purchased a security for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. You should consult your tax adviser regarding these issues, including the effect any circumstances specific to you may have on the U.S. federal income tax consequences of your ownership of a security. The securities should be treated as debt instruments for U.S. federal income tax purposes. Based on current market conditions, we intend to treat the securities for U.S. federal income tax purposes as contingent payment debt instruments, or “CPDIs,” as described in “United States Federal Taxation—Tax Consequences to U.S. Holders—Program Securities Treated as Debt Instruments—Program Securities Treated as Contingent Payment Debt Instruments” in the accompanying tax supplement. Under this treatment, regardless of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, adjusted upward or downward to reflect the difference, if any, between the actual and projected payments on the securities during the year. Upon a taxable disposition of a security, you generally will recognize taxable income or loss equal to the difference between the amount received and your tax basis in the security. You generally must treat any income realized on the taxable disposition as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss, the deductibility of which is subject to limitations. We have determined that the comparable yield for a security is a rate of 4.9098% per annum, compounded monthly. Based upon our determination of the comparable yield and assuming a monthly accrual period, the following table sets out the “projected payment schedule” per $1,000 principal amount of securities, as well as the amount of taxable interest income (without taking into account any adjustment to reflect the difference, if any, between the actual and the projected amount of the contingent payment(s) on a security) that will be deemed to have accrued with respect to a security during each calendar period.

Projected Payment Date(s)	Projected payment(s) (per $1,000)	Accrued OID During Calendar Period (per $1,000)	Total Accrued OID (per $1,000)
May 21, 2026	$10.7182	$4.0915	$4.0915
June 22, 2026	$9.3602	$4.1999	$8.2914
July 21, 2026	$8.4045	$3.9085	$12.1999
August 20, 2026	$7.5126	$3.8907	$16.0906
September 21, 2026	$7.0184	$4.1437	$20.2343
October 21, 2026	$6.5796	$3.9983	$24.2326
November 19, 2026	$6.1687	$3.7219	$27.9545
December 21, 2026	$5.8874	$4.2429	$32.1974
January 22, 2027	$5.6658	$4.1034	$36.3008
February 19, 2027	$5.4196	$3.5681	$39.8689
March 19, 2027	$5.2600	$3.9570	$43.8259
April 21, 2027	$5.0745	$4.2151	$48.0411
May 20, 2027	$4.8719	$3.8166	$51.8576
June 21, 2027	$4.7555	$4.0753	$55.9330
July 21, 2027	$4.6110	$3.9411	$59.8741
August 19, 2027	$4.4994	$3.6758	$63.5498
September 21, 2027	$4.3848	$4.1973	$67.7471
October 21, 2027	$4.2771	$3.9342	$71.6813
November 19, 2027	$4.1675	$3.6706	$75.3520
December 21, 2027	$4.0761	$4.1928	$79.5448

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January 21, 2028	$3.9961	$3.9312	$83.4760
February 22, 2028	$3.9145	$4.0620	$87.5380
March 21, 2028	$3.8362	$3.8005	$91.3386
April 20, 2028	$3.7586	$3.8004	$95.1389
May 19, 2028	$3.7013	$3.8006	$98.9395
June 22, 2028	$3.6445	$4.3252	$103.2647
July 20, 2028	$3.5794	$3.6725	$106.9372
August 21, 2028	$3.5171	$4.0664	$111.0035
September 21, 2028	$3.4571	$3.9374	$114.9410
October 19, 2028	$3.4133	$3.6768	$118.6177
November 21, 2028	$3.3619	$4.2032	$122.8209
December 21, 2028	$3.3022	$3.9439	$126.7648
January 19, 2029	$3.2587	$3.6834	$130.4482
February 22, 2029	$3.2033	$4.3431	$134.7913
March 21, 2029	$3.1702	$3.8212	$138.6125
April 19, 2029	$3.1199	$3.6919	$142.3044
May 21, 2029	$3.0708	$4.2218	$146.5262
June 22, 2029	$3.0266	$4.0947	$150.6210
July 19, 2029	$2.9941	$3.5703	$154.1913
August 21, 2029	$2.9502	$4.2340	$158.4253
September 20, 2029	$2.9128	$3.8421	$162.2674
October 19, 2029	$2.8665	$3.8458	$166.1132
November 21, 2029	$2.8345	$4.2479	$170.3612
December 20, 2029	$2.7954	$3.8553	$174.2165
January 22, 2030	$2.7633	$4.2587	$178.4752
February 22, 2030	$2.7257	$3.9987	$182.4739
March 21, 2030	$2.6947	$3.8704	$186.3443
April 19, 2030	$2.6554	$3.7415	$190.0857
May 21, 2030	$2.6277	$4.2807	$194.3664
June 21, 2030	$2.5960	$4.0199	$198.3863
July 19, 2030	$2.5708	$3.7573	$202.1437
August 21, 2030	$2.5394	$4.2993	$206.4430
September 19, 2030	$2.5127	$3.7686	$210.2116
October 21, 2030	$2.4903	$4.3125	$214.5240
November 21, 2030	$2.4583	$4.0504	$218.5744
December 19, 2030	$2.4339	$3.7864	$222.3608
January 22, 2031	$2.4033	$4.4687	$226.8295
February 21, 2031	$2.3760	$3.9352	$230.7647
March 20, 2031	$2.3517	$3.9413	$234.7060
April 21, 2031	$1,002.3286	$4.2199	$238.9259

Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount(s) that we will pay on the securities. Possible Alternative Tax Treatment 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 Internal Revenue Service (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 variable rate debt instruments, as described in “United States Federal Taxation—Tax Consequences to U.S. Holders—Program Securities Treated as Debt Instruments—Program Securities Treated as Variable Rate Debt Instruments” in the accompanying tax supplement. Non-U.S. Holders . If you are a Non-U.S. Holder (as defined in the accompanying tax supplement), please also read the section entitled “United States Federal Taxation—Tax Consequences to Non-U.S. Holders—Program Securities Treated as Debt Instruments” in the accompanying tax supplement. As discussed under “United States Federal Taxation—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying tax supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed

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	paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain representations made by us, our counsel is of the opinion that Section 871(m) should not apply to the securities with respect to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Additional considerations:	Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the notes, 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 $42.50 for each note they sell. 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 notes. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.
Validity of the notes:	In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the notes offered by this pricing supplement have been issued by MSFL pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus), the trustee and/or paying agent has made, in accordance with the instructions from MSFL, the appropriate entries or notations in its records relating to the master note that represents such notes (the “master note”), and such notes have been delivered against payment as contemplated herein, such notes 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, except that counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to Morgan Stanley or MSFL, the MSFL Senior Debt Indenture, the notes (together with the MSFL Senior Debt Indenture, the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security. 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 master note 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 23, 2026, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on February 23, 2026.
Where you can find more information:	Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement and the tax supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement and the tax supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product supplement and the tax supplement if you so request by calling toll-free 1-(800)-584-6837. Terms used but not defined in this document are defined in the product supplement, in the tax

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supplement or in the prospectus. Each of the product supplement, the tax supplement and the prospectus can be accessed via the hyperlinks set forth on the cover of this document.

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