MORGAN STANLEY — Regulatory Filings 2024

Dec 26, 2024

424B2 1 ms5288_424b2-27360.htm PRICING SUPPLEMENT NO. 5,288 QES 7h3d0c70r 1735058705.988597

December 2024

Pricing Supplement No. 5,288

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

Dated December 20, 2024

Filed pursuant to Rule 424(b)(2)

M organ S tanley F inance LLC

Structured Investments

Opportunities in U.S. Equities

Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Fully and Unconditionally Guaranteed by Morgan Stanley

￭ Linked to the lowest performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund (each referred to as an “underlying”) ￭ The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities, the securities do not pay interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms described below. The securities have the terms described in the accompanying product supplement for principal at risk securities, index supplement and prospectus, as supplemented or modified by this document. ￭ Automatic Call. The securities will be automatically called if the closing level of the lowest performing underlying on the call date is greater than or equal to its starting level for a call payment equal to the face amount plus the call premium of 23.00% of the face amount. No further payments will be made on the securities once they have been called. ￭ Maturity Payment Amount. If the securities are not automatically called prior to maturity, you will receive at maturity a cash payment per security as follows: ￭ If the ending level of the lowest performing underlying is greater than its starting level, you will receive a maturity payment amount equal to the face amount plus a positive return equal to 125% of the percentage increase in the level of the lowest performing underlying from its starting level. ￭ If the ending level of the lowest performing underlying is equal to or less than its starting level, but greater than or equal to 80% of its starting level, which we refer to as the threshold level, you will receive a maturity payment amount of $1,000 per $1,000 security. ￭ If the ending level of the lowest performing underlying is less than its threshold level, investors will be exposed to the decline in the lowest performing underlying beyond 20%, and investors will lose some or a significant portion of their initial investment. ￭ The maturity payment amount may be significantly less than the face amount, and you could lose up to 80% of your investment. ￭ The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving a call payment greater than the face amount if the closing level each underlying is greater than or equal to its starting level on the call date or maturity payment amount greater than the face amount if the ending level of each underlying is greater than its starting level on the calculation day, in addition to the buffer feature that applies to only a limited range of performance of the lowest performing underlying. ￭ Because all payments on the securities are based on the lowest performing of the underlyings, a decline in level of more than 20% by any underlying will result in a loss on your investment, even if the value of the other underlyings have appreciated or have not declined as much. ￭ If the securities are automatically called prior to maturity, investors will not participate in any appreciation of any underlying. ￭ The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. ￭ The Nasdaq-100 ® Technology Sector Index SM measures the performance of companies in the Nasdaq-100 Index ® that are classified as technology according to the Industry Classification Benchmark. For more information about the Nasdaq-100 Index ® , see the information set forth under “Nasdaq-100 Index ® ” in the accompanying index supplement. For more information about the Nasdaq-100 ® Technology Sector Index SM , see “Annex A — Nasdaq-100 ® Technology Sector Index SM ” beginning on page 24. ￭ All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment ￭ These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any securities included in the underlyings.

The current estimated value of the securities is $945.20 per security. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 4.

The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10. All payments on the securities are subject to our credit risk.

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

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

You should read this document together with the related product supplement for principal at risk securities, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Information About the Securities” at the end of this document.

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

Commissions and offering price:	Price to public	Agent’s commissions (1)(2)	Proceeds to us (3)
Per security	$1,000	$25.75	$974.25
Total	$2,339,000	$60,229.25	$2,278,770.75

[if IE]<![endif] (1) [if IE]<![endif] Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $25.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $20.00 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. See “Supplemental information concerning plan of distribution; conflicts of interest.”

[if IE]<![endif] (2) [if IE]<![endif] In respect of certain securities sold in this offering, we may pay a fee of up to $3.50 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

[if IE]<![endif] (3) [if IE]<![endif] See “Use of Proceeds and Hedging” in the accompanying product supplement.

Product Supplement for Principal at Risk Securities dated November 16, 2023 Index Supplement dated November 16, 2023

Prospectus dated April 12, 2024

Morgan Stanley Wells Fargo Securities

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Final Terms
Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Maturity date:	December 23, 2027, subject to postponement if the calculation day is postponed
Underlyings:	Nasdaq-100 ® Technology Sector Index SM (the “NDXT Index”), Energy Select Sector SPDR ® Fund (the “XLE Shares”) and Financial Select Sector SPDR ® Fund (the “XLF Shares”) The Nasdaq-100 ® Technology Sector Index SM is sometimes individually referred to herein as an “Index,” and the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund are sometimes collectively referred to herein as the “Underlying Shares” and individually as a “Fund.”
Fund underlying index:	With respect to the XLE Shares, the Energy Select Sector Index With respect to the XLF Shares, the Financial Select Sector Index
Fund underlying index sponsor:	With respect to each of the XLE Shares and the XLF Shares, S&P ® Dow Jones Indices LLC, or any successor thereof
Automatic call :	If, on the call date, the closing level of the lowest performing underlying is greater than or equal to its starting level, the securities will be automatically called for the call payment on the call settlement date. The securities will not be automatically called on the call settlement date if the closing level of any underlying is less than its starting level on the call date. If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the closing level of the lowest performing underlying on the call date significantly exceeds its starting level. If the securities are automatically called, you will not participate in any appreciation of any underlying.
Call payment:	The call payment will be an amount in cash per face amount of $1,230, which corresponds to a call premium of 23.00% of the face amount. No further payments will be made on the securities once they have been called.
Call date:	December 26, 2025*
Call settlement date:	Three business days after the call date.*
Maturity payment amount:	If the securities are not automatically called prior to maturity, you will be entitled to receive on the maturity date a cash payment per security as follows: ￭ if the ending level of the lowest performing underlying is greater than its starting level: $1,000 + ($1,000 × underlying return of the lowest performing underlying × participation rate) ￭ if the ending level of the lowest performing underlying is equal to or less than its starting level but greater than or equal to its threshold level: $1,000 ￭ if the ending level of the lowest performing underlying is less than its threshold level: $1,000 + [$1,000 × (underlying return of the lowest performing underlying + buffer amount)] Under these circumstances, you will receive less, and up to 80% less, than the face amount of your securities at maturity.
Participation rate:	125%
Buffer amount:	20%
Starting level:	With respect to the NDXT Index: 10,492.20, which is the closing level on the pricing date With respect to the XLE Shares: $84.14, which is the closing level on the pricing date With respect to the XLF Shares: $48.51, which is the closing level on the pricing date
Ending level:	With respect to the NDXT Index, the closing level on the calculation day With respect to the XLE Shares and the XLF Shares, the closing price for such underlying on any trading day times the adjustment factor on such day
Threshold level:	With respect to the NDXT Index: 8,393.76, which is equal to 80% of the starting level

December 2024 Page 2

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

	With respect to the XLE Shares: $67.312, which is equal to 80% of the starting level With respect to the XLF Shares: $38.808, which is equal to 80% of the starting level
Adjustment factor:	The “ adjustment factor ” means, 1.0, subject to adjustment in the event of certain events affecting the Fund. See “General Terms of the Securities—Anti-dilution Adjustments Relating to a Fund; Alternate Calculation” in the accompanying product supplement for principal at risk securities.
Calculation day:	December 20, 2027*, subject to postponement for non-index business days or non-trading days, as applicable, and certain market disruption events.
Lowest performing underlying:	The underlying with the lowest underlying return
Underlying return:	With respect to each underlying, ( ending level – starting level ) / ( starting level )
Face amount:	$1,000 per security. References in this document to a “security” are to a security with a face amount of $1,000.
Pricing date:	December 20, 2024
Original issue date:	December 26, 2024 (3 business days after the pricing date)
CUSIP / ISIN:	61777RFA6 / US61777RFA68
Listing:	The securities will not be listed on any securities exchange.
Agents:	Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and Wells Fargo Securities, LLC (“WFS”). See “Additional Information About the Securities—Supplemental information regarding plan of distribution; conflicts of interest.”
* Subject to postponement pursuant to “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day” in the accompanying product supplement for principal at risk securities.

December 2024 Page 3

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Estimated Value of the Securities

The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000 per security. We estimate that the value of each security on the pricing date is $945.20. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlyings. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, including the call payment amount, the buffer amount and the threshold levels, we use an internal funding rate which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, 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 securities are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. 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 securities and, if it once chooses to make a market, may cease doing so at any time.

December 2024 Page 4

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Investor Considerations

The Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027 (the “securities”) may be appropriate for investors who: ￭ believe that the closing level of each underlying will be greater than or equal to its starting level on the call date; ￭ seek the potential for a fixed return if the level of each underlying has appreciated at all as of the call date in lieu of 125% leveraged participation in any potential appreciation of any underlying; ￭ if the securities are not automatically called prior to maturity, seek exposure to 125% of the positive performance of the lowest performing underlying if the ending level of the lowest performing underlying is greater than its starting level; ￭ if the securities are not automatically called prior to maturity, seek to obtain a buffer against a specified level of negative performance of the lowest performing underlying; ￭ understand that if the closing level of any underlying is less than its starting level on the call date or the ending level of any underlying is less than its starting level on the calculation day, they will not receive any positive return on their investment in the securities, and that if the level of any underlying on the calculation day has declined by more than 20% from its starting level, they will receive less, and possibly 80% less, than the face amount per security at maturity; ￭ understand that the term of the securities may be as short as approximately one year, and that if the securities are automatically called, no further payments will be made on the securities once they have been called; ￭ understand that the return on the securities will depend solely on the performance of the underlying that is the lowest performing underlying on the call date or, if the securities are not automatically called prior to maturity, on the calculation day, and that they will not benefit in any way from the performance of the better performing underlying on either date; ￭ understand that the securities are riskier than alternative investments linked to only one of the underlyings or linked to a basket composed of each underlying; ￭ understand and are willing to accept the full downside risks of each underlying; ￭ are willing to forgo interest payments on the securities and dividends on the underlyings and the stocks composing the NDXT Index and the fund underlying indices; and ￭ are willing to hold the securities until maturity. The securities are not designed for, and may not be an appropriate investment for, investors who: ￭ seek a liquid investment or are unable or unwilling to hold the securities to maturity; ￭ require full payment of the face amount of the securities at maturity; ￭ believe that the closing level of each underlying will be less than its starting level on the call date or the calculation day; ￭ seek a security with a fixed term; ￭ are unwilling to accept the risk that, if the closing level of any underlying is less than its starting level on the call date or, if the securities are not automatically called prior to maturity, the calculation day, they will not receive any positive return on their investment in the securities; ￭ are unwilling to accept the risk that, if the securities are not automatically called prior to maturity, the level of the lowest performing underlying on the calculation day may decline by more than 20% from its starting level to its ending level, in which case they will receive less, and possibly 80% less, than the face amount per security at maturity; ￭ seek current income; ￭ are unwilling to accept the risk of exposure to the underlyings; ￭ are unwilling to accept our credit risk; or ￭ prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Risk Factors” herein and in the accompanying product supplement for risks related to an investment in the securities. For more information about the underlyings, please see the sections titled “Nasdaq-100 ® Technology Sector Index SM Overview,” “Energy Select Sector SPDR ® Fund Overview” and “Financial Select Sector SPDR ® Fund Overview” below.

December 2024 Page 5

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Determining Timing and Amount of Payment on the Securities

The timing and amount of the payment you will receive will be determined as follows:

December 2024 Page 6

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Hypothetical Payout Profile

The hypothetical payout profile below illustrates the call payment or maturity payment amount on the securities, as applicable, for a range of hypothetical performances of the lowest performing underlying from its starting level to its closing level on the call date or the calculation day, as applicable.

December 2024 Page 7

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Scenario Analysis and Examples of Hypothetical Payments on the Securities

The following scenario analysis and examples are provided for illustrative purposes only and are hypothetical. Whether the securities are automatically called prior to maturity will be determined by reference to the closing level of each underlying on the call date, and the maturity payment amount will be determined by reference to the closing level of each underlying on the calculation day. The actual starting levels and threshold levels are set forth under “Final Terms” above. Some numbers appearing in the examples below have been rounded for ease of analysis. All payments on the securities are subject to our credit risk. The below examples are based on the following terms*:

Investment term:	Approximately 3 years
Call payment:	The call payment will be an amount in cash per face amount (corresponding to a return of approximately 23.00% of the face amount), as follows: ● Call date: $1,230 No further payments will be made on the securities once they have been called.
Hypothetical starting level:	With respect to the NDXT Index: 100 With respect to the XLE Shares: $100.00 With respect to the XLF Shares: $100.00
Hypothetical threshold level:	With respect to the NDXT Index: 80, which is 80% of the hypothetical starting level With respect to the XLE Shares: $80.00, which is 80% of the hypothetical starting level With respect to the XLF Shares: $80.00, which is 80% of the hypothetical starting level
Participation rate:	125%
Buffer amount:	20%

• The hypothetical starting level of $100.00 for the underlyings has been chosen for illustrative purposes only and does not represent the actual starting level of any underlying. The actual starting levels and threshold levels are set forth under “Final Terms” above. For historical data regarding the actual closing levels of the underlyings, see the historical information set forth herein.

Automatic Call:

Example 1 — The securities are automatically called following the call date.

Date	NDXT Index Closing Level	XLE Shares Closing Level	XLF Shares Closing Level	Payment (per Security)
Call date	130 ( greater than or equal to the starting level)	$150.00 ( greater than or equal to the starting level)	$125.00 ( greater than or equal to the starting level)	$1,230

In this example, on the call date, the closing level of each underlying is greater than or equal to its starting level. Therefore, the securities are automatically called on the call settlement date. Investors will receive a payment of $1,230 per security on the call settlement date. No further payments will be made on the securities once they have been called, and investors do not participate in the appreciation in any underlying.

December 2024 Page 8

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

How to calculate the payment investors will receive at maturity:

In the following examples, the closing level of one or more underlyings is less than its starting level on the call date, and, consequently, the securities are not automatically called prior to maturity.

	NDXT Index Closing Level	XLE Shares Closing Level	XLF Shares Closing Level	Maturity Payment Amount (per Security)
Example 1	130 ( greater than the starting level)	$120.00 ( greater than the starting level)	$110.00 ( greater than the starting level)	$1,000 + ($1,000 × underlying return of the lowest performing underlying × participation rate) = $1,000 + ($1,000 × 10% × 125%) = $1,125
Example 2	160 ( greater than the starting level)	$150.00 ( greater than the starting level)	$90.00 ( less than the starting level but greater than or equal to the threshold level)	$1,000
Example 3	140 ( greater than the starting level)	$40.00 ( less than the threshold level)	$105.00 ( greater than the starting level)	$1,000 × [$1,000 × (underlying return of the lowest performing underlying + buffer amount)] = $1,000 + [$1,000 × (-60% + 20%)]= $600
Example 4	40 ( less than the threshold level)	$50.00 ( less than the threshold level)	$20.00 ( less than the threshold level)	$1,000 + [$1,000 × (-80% + 20%)]= $400

In example 1, the ending level of each underlying is greater than its starting level. Therefore, investors receive at maturity the face amount plus a return reflecting 125% of the appreciation of the lowest performing underlying. Investors receive $1,125 per security at maturity.

In example 2, the ending levels of two of the underlyings are greater than their starting levels, but the ending level of the other underlying is less than the starting level. Because the ending level of the lowest performing underlying is less than its starting level but greater than or equal to its threshold level, investors receive a maturity payment amount equal to the face amount of $1,000 per security, representing a 0% return over the 3-year term of the securities.

In example 3, the ending levels of two of the underlyings are greater than their starting levels, but the ending level of the other underlying is less than its threshold level. Therefore, investors are exposed to the negative performance of the lowest performing underlying beyond 20% and will receive a maturity payment amount that is less than the face amount of the securities, even though the level of two underlyings has increased from their starting level. The maturity payment amount is $600 per security, representing a loss of 40% on your investment over the 3-year term of the securities.

In example 4, the ending level of each underlying is less than its threshold level. Therefore, investors are exposed to the negative performance of the lowest performing underlying beyond 20% and will receive a maturity payment amount that is less than the face amount of the securities. The maturity payment amount is $400 per security, representing a loss of 60% on your investment over the 3-year term of the securities.

If the securities are not automatically called prior to maturity and the ending level of ANY underlying is less than its threshold level on the calculation day, you will be exposed to any decline in the closing level of the lowest performing underlying beyond 20%. You may lose up to 80% of the face amount of your securities at maturity.

December 2024 Page 9

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Risk Factors

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

Risks Relating to an Investment in the Securities

[if IE]<![endif] ￭ [if IE]<![endif] The securities do not pay interest or guarantee the return of the face amount of your securities at maturity. The terms of the securities differ from those of ordinary debt securities in that they do not pay interest or guarantee the return of the face amount of your securities at maturity. If the securities have not been automatically called and if the ending level of any underlying is less than its threshold level, you will receive less, and up to 80% less, than the face amount of your securities at maturity.

[if IE]<![endif] ￭ [if IE]<![endif] If the securities are automatically called prior to maturity, the appreciation potential of the securities is limited by the fixed call payment specified for the call date. If the closing level of each underlying is greater than or equal to its starting level on the call date, the securities will be automatically called. In this scenario, the appreciation potential of the securities is limited to the fixed call payment specified on the call date, and no further payments will be made on the securities once they have been called. In addition, if the securities are automatically called prior to maturity, you will not participate in any appreciation of any underlying, which could be significant. Moreover, the fixed call payment may be less than the maturity payment amount you would receive for the same level of appreciation of the lowest performing underlying had the securities not been automatically called and instead remained outstanding until maturity.

[if IE]<![endif] ￭ [if IE]<![endif] The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the level of each underlying on any day, including in relation to its starting level and threshold level, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

[if IE]<![endif] o [if IE]<![endif] the trading price and volatility (frequency and magnitude of changes in value) of the underlyings and the stocks constituting the NDXT Index and the fund underlying indices,

[if IE]<![endif] o [if IE]<![endif] geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlyings or securities markets generally and which may affect the level of each underlying,

[if IE]<![endif] o [if IE]<![endif] dividend rates on the underlyings or the stocks composing the NDXT Index and the fund underlying indices,

[if IE]<![endif] o [if IE]<![endif] the time remaining until the securities mature,

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

[if IE]<![endif] o [if IE]<![endif] the availability of comparable instruments,

[if IE]<![endif] o [if IE]<![endif] the occurrence of certain events affecting the underlyings that may or may not require an adjustment to an adjustment factor, and

[if IE]<![endif] o [if IE]<![endif] any actual or anticipated changes in our credit ratings or credit spreads.

Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity . For example, you may have to sell your securities at a substantial discount from the face amount of $1,000 per security if the level of any underlying at the time of sale is near or below its threshold level or if market interest rates rise.

You cannot predict the future performance of any underlying based on historical performance. If the securities are not automatically called prior to maturity and the ending level of any underlying is less than its threshold level, you will be exposed to any decline in the closing level of the lowest performing underlying in excess of 20%. See “ Nasdaq-100 ® Technology Sector Index SM Overview,” “Energy Select Sector SPDR ® Fund Overview” and “Financial Select Sector SPDR ® Fund Overview” below.

[if IE]<![endif] ￭ [if IE]<![endif] The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities upon an automatic call or at maturity, and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any

December 2024 Page 10

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

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

[if IE]<![endif] ￭ [if IE]<![endif] Investing in the securities is not equivalent to investing in the underlyings or the stocks composing the NDXT Index or the fund underlying indices. Investing in the securities is not equivalent to investing in the underlyings, the fund underlying indices or the stocks that constitute the NDXT Index or the fund underlying indices. Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlyings or the stocks that constitute the NDXT Index the fund underlying indices.

[if IE]<![endif] ￭ [if IE]<![endif] Reinvestment risk. The term of your investment in the securities may be shortened due to the automatic call feature of the securities. If the securities are automatically called prior to maturity, you will receive no further payments on the securities and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be called at any point other than the specified call settlement date.

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

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

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

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

[if IE]<![endif] ￭ [if IE]<![endif] The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. and WFS may, but are not obligated to, make a market in the securities and, if either of them once chooses to make a market, may cease doing so at any time. When they do make a market, they will generally do so for transactions of routine secondary market size at prices based on their respective estimates of the current value of the securities, taking into account their respective bid/offer spreads, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that they will be able to resell the securities. Even if there is a

December 2024 Page 11

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. or WFS is willing to transact. If, at any time, MS & Co. and WFS were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

[if IE]<![endif] ￭ [if IE]<![endif] The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the starting levels, the threshold levels, the ending levels, whether the securities will be called on the call settlement date and will calculate the amount of cash you receive at maturity if the securities are not automatically called prior to maturity. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the ending level of an underlying in the event of a market disruption event with respect to such underlying or certain adjustments to an adjustment factor. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see “General Terms of the Securities—Market Disruption Events,” “—Adjustments to an Index,” “—Discontinuance of an Index,” “ —Anti-dilution Adjustments Relating to a Fund; Alternate Calculation,” “—Consequences of a Market Disruption Event; Postponement of a Calculation Day” and “Alternate Exchange Calculation in Case of an Event of Default” in the accompanying product supplement for principal at risk securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

[if IE]<![endif] ￭ [if IE]<![endif] Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and possibly to other instruments linked to the underlyings or the component stocks of the NDXT Index or fund underlying indices), including trading in the underlying shares or the stocks that constitute the NDXT Index or the fund underlying indices as well as in other instruments related to the underlyings or fund underlying indices. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the calculation day approaches. Some of our affiliates also trade the underlyings shares or the stocks that constitute the NDXT Index or fund underlying indices and other financial instruments related to the fund underlying indices and the underlyings on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the starting level of an underlying, and, therefore, could increase (i) the level at or above which such underlying must close on the call date so that the securities are automatically called for the call payment (depending also on the performance of the other underlyings) and (ii) the threshold level for such underlying, which is the level at or above which such underlying must close on the calculation day so that you do not suffer a loss on your initial investment in the securities (depending also on the performance of the other underlyings). Additionally, such hedging or trading activities during the term of the securities could potentially affect the level of any underlying on the call date, and, accordingly, whether we call the securities prior to maturity and the amount of cash you will receive at maturity.

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

[if IE]<![endif] ￭ [if IE]<![endif] Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. Morgan Stanley, MSFL, WFS and our or their respective affiliates may publish research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by Morgan Stanley, MSFL, WFS or our or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlyings to which the securities are linked.

[if IE]<![endif] ￭ [if IE]<![endif] The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion under “Additional Information About the Securities—Tax considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for principal at risk securities (together, the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the securities. As discussed in the Tax Disclosure Sections, there is a risk that the “constructive ownership” rule could apply, in which case all or a portion of any long-term capital gain recognized by a U.S. Holder could be recharacterized as ordinary income and an interest charge could be imposed. In addition, there is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the tax treatment of a security as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. If the IRS were successful in asserting an alternative treatment

December 2024 Page 12

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

of the securities, the tax consequences of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. Holders and the withholding tax consequences to Non-U.S. Holders, might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.

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

Risks Relating to the Underlying s

[if IE]<![endif] ￭ [if IE]<![endif] You are exposed to the price risk of each underlying. Your return on the securities is not linked to a basket consisting of each underlying. Rather, it will be contingent upon the independent performance of each underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each underlying. Poor performance by any underlying over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other underlyings. To receive the call payment, the closing level of each underlying must be greater than or equal to its starting level on the call date. In addition, if the securities have not been called prior to maturity and the level of any underlying has declined to below its threshold level as of the calculation day, you will be exposed to the decline in the lowest performing underlying beyond the buffer amount, even if the level of the other underlyings has appreciated or has not declined as much. Under this scenario, the value of any such maturity payment amount will be less than the face amount of your securities. Accordingly, your investment is subject to the price risk of each underlying.

[if IE]<![endif] ￭ [if IE]<![endif] Because the securities are linked to the performance of the lowest performing underlying, you are exposed to greater risk of sustaining a loss on your investment than if the securities were linked to just one underlying. The risk that you will suffer a loss on your investment is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying. With three underlyings, it is more likely that the ending level of any underlying will decline to below 80% of its starting level than if the securities were linked to only one underlying. Therefore, it is more likely that you will suffer a loss on your investment. In addition, because the level of each underlying must be greater than or equal to its starting level on the call date in order for the securities to be called prior to maturity, the securities are less likely to be called on the call settlement date than if the securities were linked to just one underlying.

[if IE]<![endif] ￭ [if IE]<![endif] Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the technology sector. The stocks included in the Nasdaq-100 ® Technology Sector Index SM are stocks of companies whose primary business is directly associated with the technology sector, including the following sub-sectors: computers and peripherals, software, diversified telecommunication services, communications equipment, semiconductors and semiconductor equipment, internet software and services, IT services, electronic equipment, instruments and components, wireless telecommunication services and office electronics. Because the value of the securities is linked to the performance of the Nasdaq-100 ® Technology Sector Index SM , an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the technology sector.

The values of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. All of these factors could have an effect on the price of the Nasdaq-100 ® Technology Sector Index SM and, therefore, on the value of the securities.

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

Energy companies develop and produce crude oil and natural gas and/or provide drilling and other energy resources production and distribution related services. Stock prices for these types of companies are mainly affected by the business, financial and operating condition of the particular company, as well as changes in prices for oil, gas and other types of fuels, which in turn largely depend on supply and demand for various energy products and services. Some of the factors that may influence supply and demand

December 2024 Page 13

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

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

[if IE]<![endif] ￭ [if IE]<![endif] Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the financial services sector. The stocks included in the Financial Select Sector Index and that are generally tracked by the XLF Shares are stocks of companies whose primary business is directly associated with the financial services sector, including the following sub-sectors: diversified financial services, insurance, commercial banks, capital markets, real estate investment trusts (“REITs”), consumer finance, thrifts & mortgage finance, and real estate management & development. Because the value of the securities is linked to the performance of the XLF Shares, an investment in the securities exposes investors to risks associated with investments in securities with a concentration in the financial services sector.

Financial services companies are subject to specific and substantial risks, including, without limitation, significant competition and extensive government regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the businesses they can enter and the interest rates and fees they can charge. The ability of companies in the financial services sector to generate profits is largely dependent on the availability and cost of capital funds, which may fluctuate significantly when interest rates or company credit ratings change. The stock prices of financial institutions, especially those engaged in investment banking, brokerage and banking businesses, have historically been unpredictable, with significant stock price fluctuations in response to reported trading losses in proprietary trading businesses, actual or perceived problems related to risk management systems, the amount of total leverage, liquidity of assets or capital resources, the strength of the mergers and acquisitions and capital markets businesses and general economic conditions, among other factors. Insurance companies, which are the issuers of some of the equity securities held by the Financial Select Sector SPDR ® Fund, have been and may continue to be subject to severe price competition. As a result, the value of the securities may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting the financial services sector or one of the sub-sectors of the financial services sector than a different investment linked to securities of a more broadly diversified group of issuers.

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

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

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

December 2024 Page 14

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

underperforming its fund underlying index or the component securities of its fund underlying index and/or trading below the net asset value per share of such Fund.

[if IE]<![endif] ￭ [if IE]<![endif] Adjustments to the NDXT Index could adversely affect the value of the securities. The publisher of the NDXT Index may add, delete or substitute the stocks constituting such Index or make other methodological changes that could change the value of such Index. The publisher of the NDXT Index may discontinue or suspend calculation or publication of such Index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued Index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that there is no appropriate successor index on any calculation day, the determination of whether the securities will be called or the amount payable at maturity, if any, will be based on the value of such Index, based on the closing prices of the stocks constituting such Index at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the formula for calculating such Index last in effect prior to such discontinuance, as compared to the relevant starting level or threshold level, as applicable (depending also on the performance of the other underlyings).

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

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

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

December 2024 Page 15

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Nasdaq -100 ® Technology Sector Index SM Overview

The Nasdaq-100 ® Technology Sector Index SM , which is calculated, maintained and published by The Nasdaq OMX Group, Inc. (“Nasdaq OMX”), is an equal-weighted index intended to measure the performance of Nasdaq-listed companies that are classified as technology according to the Industry Classification Benchmark. For additional information about the Nasdaq-100 ® Technology Sector Index SM , see “Annex A — Nasdaq-100 ® Technology Sector Index SM ” below.

The following graph sets forth the daily closing levels of the NDXT Index for the period from January 1, 2019 through December 20, 2024. The closing level of the NDXT Index on December 20, 2024 was 10,492.20. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. The NDXT Index has at times experienced periods of high volatility. You should not take the historical levels of the NDXT Index as an indication of its future performance, and no assurance can be given as to the closing level of the NDXT Index at any time, including on the calculation days.

Nasdaq-100 ® Technology Sector Index SM Daily Closing Levels January 1, 2019 to December 20, 2024

“Nasdaq ® ,” “Nasdaq-100 ® ” and “Nasdaq-100 Index ® ” are trademarks of Nasdaq, Inc. For more information, see “Annex A — Nasdaq-100 ® Technology Sector Index SM ” below.

December 2024 Page 16

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Energy Select Sector SPDR ® Fund Overview

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

The following graph sets forth the daily closing prices of the XLE Shares for the period from January 1, 2019 through December 20, 2024. The closing price of the XLE Shares on December 20, 2024 was $84.14. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. You should not take the historical prices of the XLE Shares as an indication of future performance, and no assurance can be given as to the closing price of the XLE Shares at any time, including on the call date or the calculation day.

Shares of the Energy Select Sector SPDR ® Fund Daily Closing Prices January 1, 2019 to December 20, 2024

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

December 2024 Page 17

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the XLE Shares.

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

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

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

December 2024 Page 18

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Financial Select Sector SPDR ® Fund Overview

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

The following graph sets forth the daily closing prices of the XLF Shares for the period from January 1, 2019 through December 20, 2024. The closing price of the XLF Shares on December 20, 2024 was $48.51. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification. You should not take the historical prices of the XLF Shares as an indication of future performance, and no assurance can be given as to the closing price of the XLF Shares at any time, including on the call date or the calculation day.

Shares of the Financial Select Sector SPDR ® Fund Daily Closing Prices January 1, 2019 to December 20, 2024

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

December 2024 Page 19

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the XLF Shares.

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

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

Financial Select Sector Index. The Financial Select Sector Index, which is one of the Select Sector sub-indices of the S&P 500 ® Index, is intended to give investors an efficient, modified market capitalization-based way to track the movements of certain public companies that represent the financial sector of the S&P 500 ® Index. The Financial Select Sector Index includes component stocks in industries such as banks; thrifts and mortgage finance; diversified financial services; consumer finance; capital markets; mortgage REITs; and insurance. For more information, see “S&P ® Select Sector Indices—Financial Select Sector Index” in the accompanying index supplement.

December 2024 Page 20

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Additional Information About the Securities

Minimum ticketing size

$1,000 / 1 security

Tax considerations

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

Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for principal at risk securities, the following U.S. federal income tax consequences should result based on current law:

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

[if IE]<![endif] ￭ [if IE]<![endif] Upon sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the securities. Subject to the discussion below concerning the potential application of the “constructive ownership” rule, such gain or loss should be long-term capital gain or loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise.

Because the securities are linked to shares of exchange-traded funds, although the matter is not clear, there is a risk that an investment in the securities will be treated as a “constructive ownership transaction” under Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”). If this treatment applies, all or a portion of any long-term capital gain of the U.S. Holder in respect of the securities could be recharacterized as ordinary income (in which case an interest charge will be imposed). As a result of certain features of the securities, including the fact that the securities are linked to an index in addition to exchange-traded funds, and the leveraged upside payment, it is unclear how to calculate the amount of gain that would be recharacterized if an investment in the securities were treated as a constructive ownership transaction. Due to the lack of governing authority, our counsel is unable to opine as to whether or how Section 1260 of the Code applies to the securities. U.S. investors should read the section entitled “United States Federal Taxation—Tax Consequences to U.S. Holders—Possible Application of Section 1260 of the Code” in the accompanying product supplement for principal at risk securities for additional information and consult their tax advisers regarding the potential application of the “constructive ownership” rule.

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

As discussed in the accompanying product supplement for principal at risk securities, 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”). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2027 that do not have a delta of one with respect to any Underlying Security. Based on our determination that the securities do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified Securities and, therefore, should not be subject to Section 871(m).

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

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

December 2024 Page 21

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for principal at risk securities, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.

Additional considerations

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

Supplemental information regarding plan of distribution; conflicts of interest

MS & Co. and WFS will act as the agents for this offering. WFS will receive a commission of up to $25.75 for each security it sells. WFS proposes to offer the securities in part directly to the public at the price to public set forth on the cover page of this document and in part to Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of WFS, or other securities dealers at such price less a selling concession of up to $20.00 per security. In addition to the selling concession allowed to WFA, WFS may pay $0.75 per security of the commission to WFA as a distribution expense fee for each security sold by WFA.

In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $3.50 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

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

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

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 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 26, 2024.

Where you can find more information

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement for principal at risk securities and index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement for principal at risk securities, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov.

December 2024 Page 22

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the product supplement for principal at risk securities, index supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.

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

Product Supplement for Principal at Risk Securities dated November 16, 2023

Index Supplement dated November 16, 2023

Prospectus dated April 12, 2024

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

December 2024 Page 23

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

Annex A — Nasdaq-100 ® Technology Sector Index SM

The Nasdaq-100 ® Technology Sector Index SM was developed by Nasdaq and is calculated, maintained and published by The Nasdaq OMX Group, Inc. (“Nasdaq OMX”). The underlying index is designed to measure the performance of Nasdaq-listed companies that are classified as technology according to the Industry Classification Benchmark which also meet other eligibility criteria determined by Nasdaq. The underlying index is reported by Bloomberg under the ticker symbol “NDXT.” All information contained in this document regarding the Nasdaq-100 ® Technology Sector Index SM has been derived from publicly available information, without independent verification.

The Nasdaq-100 ® Technology Sector Index SM is calculated under an equal-weighted methodology. On February 22, 2006, the Nasdaq-100 ® Technology Sector Index SM began with a base of 1,000.00. To be eligible for inclusion in the Nasdaq-100 ® Technology Sector Index SM , a security and its issuer must meet the following criteria:

[if IE]<![endif] ● [if IE]<![endif] the security must be included in the Nasdaq-100 Index ®

[if IE]<![endif] ● [if IE]<![endif] the issuer of the security’s primary U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;

[if IE]<![endif] ● [if IE]<![endif] the issuer of the security must be classified as Technology according to the Industry Classification Benchmark (“ICB”);

[if IE]<![endif] ● [if IE]<![endif] if the issuer of the security is organized under the laws of a jurisdiction outside the United States, then that security must have listed options on a registered options market in the United States or be eligible for listed-options trading on a registered options market in the United States;

[if IE]<![endif] ● [if IE]<![endif] the issuer of the security generally may not currently be in bankruptcy proceedings;

[if IE]<![endif] ● [if IE]<![endif] each security must have a minimum average daily trading volume of 200,000 shares (measured over the three calendar months ending with the month that includes the reconstitution reference date);

[if IE]<![endif] ● [if IE]<![endif] the issuer of the security generally may not have entered into a definitive agreement or other arrangement that would make it ineligible for index inclusion and where the transaction is imminent as determined by the Nasdaq Index Management Committee; and

[if IE]<![endif] ● [if IE]<![endif] the security must have traded for at least three full calendar months, not including the month of initial listing, on an eligible exchange, which includes Nasdaq (Nasdaq Global Select Market, Nasdaq Global Market, or Nasdaq Capital Market), NYSE, NYSE American, or CBOE BZX. Eligibility is determined as of the constituent selection reference date and includes that month. A security that was added as a result of a spin-off will be exempt from the seasoning requirement.

Index Calculation.

The Nasdaq-100 ® Technology Sector Index SM is calculated without regard to ordinary dividends however it does reflect special dividends. The formula is as follows:

where:

and:

“Index Security” shall mean a security that has been selected for membership in the Nasdaq-100 ® Technology Sector Index SM , having met all applicable eligibility requirements.

n = Number of Index Securities in the Nasdaq-100 ® Technology Sector Index SM .

q i = Number of shares of Index Security i applied in the Nasdaq-100 ® Technology Sector Index SM . The number of shares can be based on any number of items which would be identified in each specific Index Methodology including total shares outstanding (TSO), application of free float, dividend yield, modification due to foreign ownership restrictions, modification due to capping etc. This can also be referred to as Index Shares.

p i = Price in quote currency of Index Security i. Depending on the time of the calculation, the price can be either of the following:

December 2024 Page 24

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

[if IE]<![endif] (1) [if IE]<![endif] The Start of Day (SOD) price which is the previous index calculation day’s (t-1) closing price for Index Security i adjusted for corporate action(s) occurring prior to market open on date t, if any, for the SOD calculation only;

[if IE]<![endif] (2) [if IE]<![endif] The intraday price which reflects the current trading price received from the Index Exchange during the index calculation day;

[if IE]<![endif] (3) [if IE]<![endif] The End of Day (EOD) price refers to the Last Sale Price; or

[if IE]<![endif] (4) [if IE]<![endif] The Volume Weighted Average Price (VWAP)

t = current index calculation day

t – 1 = previous index calculation day

Index Calendar.

The securities composing the Nasdaq-100 ® Technology Sector Index SM are selected once annually each December. Securities currently within the Nasdaq-100 ® Technology Sector Index SM must meet the eligibility criteria using market data through the end of October that year and total shares outstanding as of the end of November that year. Index reconstitutions are announced in early December and become effective after the close of trading on the third Friday in December.

The index is rebalanced on a quarterly basis in March, June, September and December. The index rebalance uses the Last Sale Price (“LSP”) of all Index securities as of the third Friday (February, May, August, and November, respectively). Index rebalance changes are announced in early March, June, September and December, and changes become effective after the close of trading on the third Friday in March, June, September and December.

Index Maintenance .

Deletion Policy . If at any time other than an index reconstitution, a component of the Nasdaq-100 ® Technology Sector Index SM is removed from the Nasdaq-100 Index ® for any reason, it is also removed from the Nasdaq-100 ® Technology Sector Index SM at the same time.

This may include:

[if IE]<![endif] ● [if IE]<![endif] listing on an ineligible index exchange;

[if IE]<![endif] ● [if IE]<![endif] a security is not classified under the Technology Subsector according to the ICB;

[if IE]<![endif] ● [if IE]<![endif] merger, acquisition, or other major corporate event that would otherwise adversely impact the integrity of the Index;

[if IE]<![endif] ● [if IE]<![endif] if a company is organized as a REIT;

[if IE]<![endif] ● [if IE]<![endif] if the issuer has an adjusted market capitalization below 0.10% of the aggregate adjusted market capitalization of the Nasdaq-100 Index ® for two consecutive month-ends; or

[if IE]<![endif] ● [if IE]<![endif] if a security that was added to the Nasdaq-100 Index ® as the result of a spin-off event has an adjusted market capitalization below 0.10% of the aggregate adjusted market capitalization of the Nasdaq-100 Index ® at the end of its second day of regular way trading as a Nasdaq-100 Index ® member.

In the case of mergers and acquisitions, the effective date for the removal of an Index issuer or security will be largely event-based, with the goal to remove the issuer or security as soon as completion of the acquisition or merger has been deemed highly probable. Notable events include, but are not limited to, completion of various regulatory reviews, the conclusion of material lawsuits and/or shareholder and board approvals.

Securities that are added as a result of a spin-off may be deleted as soon as practicable after being added to the index. This may occur when Nasdaq determines that a security is ineligible for inclusion because of reasons such as ineligible exchange, security type, or industry. Securities that are added as a result of a spin-off may be maintained in the index until a later date and then removed, for example if a spin-off security has liquidity or market capitalization characteristics that diverge materially from the security eligibility criteria and could affect the integrity of the index.

Replacement Policy . When a component of the Nasdaq-100 Index ® that is classified as Technology according to ICB is removed from the Nasdaq-100 Index ® , it is also removed from the Nasdaq-100 ® Technology Sector Index SM . As such, if the replacement company being added to the Nasdaq-100 Index ® is classified as Technology according to ICB, it is added to the Nasdaq-100 ® Technology Sector Index SM and will assume the weight of the removed company on the Index effective date.

When a component of the Nasdaq-100 Index ® that is not classified as Technology according to ICB is removed and the replacement company being added to the Nasdaq-100 Index ® is classified as Technology according to ICB, the replacement company is considered for addition to the Nasdaq-100 ® Technology Sector Index SM at the next quarterly Rebalance.

When a component of the Nasdaq-100 Index ® that is classified as Technology according to ICB is removed from the Nasdaq-100 Index ® and the replacement company being added to the Nasdaq-100 Index ® is not classified as Technology according to ICB, the company is

December 2024 Page 25

M organ S tanley F inance LLC

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 ® Technology Sector Index SM , the Energy Select Sector SPDR ® Fund and the Financial Select Sector SPDR ® Fund due December 23, 2027

removed from the Nasdaq-100 ® Technology Sector Index SM and the divisor of the Nasdaq-100 ® Technology Sector Index SM is adjusted to ensure Index continuity.

Additions Policy . If a security is added to the Nasdaq-100 Index ® for any reason, it may be added to the Nasdaq-100 ® Technology Sector Index SM at the same time.

Corporate Actions . In the periods between scheduled index reconstitution and rebalancing events, individual Index securities may be the subject to a variety of corporate actions and events that require maintenance and adjustments to the Nasdaq-100 ® Technology Sector Index SM .

---

The securities are not sponsored, endorsed, sold or promoted by Nasdaq (including its affiliates) (Nasdaq, with its affiliates, are referred to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the securities. The Corporations make no representation or warranty, express or implied, to the holders of the securities or any member of the public regarding the advisability of investing in securities generally or in the securities particularly, or the ability of the Nasdaq-100 Index ® to track general stock market performance. The Nasdaq-100 Index ® is determined, composed and calculated by Nasdaq without regard to us or the securities. Nasdaq has no obligation to take our needs or the needs of the owners of the securities into consideration in determining, composing or calculating the Nasdaq-100 Index ® . The Corporations are not responsible for and have not participated in the determination of the timing, prices, or quantities of the securities to be issued or in the determination or calculation of the equation by which the securities are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the securities.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-100 ® TECHNOLOGY SECTOR INDEX SM , NASDAQ-100 INDEX ® OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY MORGAN STANLEY, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 ® TECHNOLOGY SECTOR INDEX SM , NASDAQ-100 INDEX ® OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 INDEX ® OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

“Nasdaq ® ,” “Nasdaq-100 ® ” and “Nasdaq-100 Index ® ” are trademarks of Nasdaq.

December 2024 Page 26