August 2024

Preliminary Pricing Supplement No. 2,972

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

Dated July 16, 2024

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS and prospectus, as supplemented or modified by this document. At maturity, if the basket has appreciated in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the basket, subject to the maximum payment at maturity. If the basket has depreciated in value but the final basket value is greater than or equal to the trigger level, investors will receive the stated principal amount of their investment. However, if the basket has depreciated in value so that the final basket value is less than the trigger level, investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the basket closing value over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 70% of the stated principal amount and could be zero. Accordingly, you may lose your entire investment. The Trigger PLUS are for investors who seek a return based on an equally weighted basket consisting of ten stocks and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature and the limited protection against loss but only if the final basket value is greater than or equal to the trigger level. Investors may lose their entire initial investment in the Trigger PLUS. The Trigger PLUS are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.

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

SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Maturity date:

August 19, 2027

Aggregate principal amount:

$

Basket:

The table sets forth the Bloomberg ticker symbol for each basket stock, the exchange on which each basket stock is listed and the weighting of each basket stock.

Basket component

Bloomberg ticker symbol*

Exchange

Basket component weighting

Initial basket component value**

Multiplier**

Advanced Micro Devices, Inc. common stock

AMD

Nasdaq

10%

$

 

Alphabet Inc. class C capital stock

GOOG

Nasdaq

10%

$

 

Applied Materials, Inc. common stock

AMAT

Nasdaq

10%

$

 

Broadcom Inc. common stock

AVGO

Nasdaq

10%

$

 

Constellation Energy Corporation common stock

CEG

Nasdaq

10%

$

 

Meta Platforms, Inc. class A common stock

META

Nasdaq

10%

$

 

Microsoft Corporation common stock

MSFT

Nasdaq

10%

$

 

Micron Technology, Inc. common stock

MU

Nasdaq

10%

$

 

NVIDIA Corporation common stock

NVDA

Nasdaq

10%

$

 

QUALCOMM Incorporated common stock

QCOM

Nasdaq

10%

$

 

We refer to each of the basket components as a basket stock.

*Bloomberg ticker symbols are being provided for reference purposes only.

**The initial basket component values and multipliers will be set on the pricing date.

Payment at maturity per Trigger PLUS:

●If the final basket value is greater than the initial basket value:

$1,000 + leveraged upside payment

In no event will the payment at maturity exceed the maximum payment at maturity.

●If the final basket value is less than or equal to the initial basket value but is greater than or equal to the trigger level:

$1,000

●If the final basket value is less than the trigger level:

$1,000 × basket performance factor

Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000, and will represent a loss of more than 30%, and possibly all, of your investment.

Maximum payment at maturity:

At least $1,600 per Trigger PLUS (160% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.

Stated principal amount / Issue price:

$1,000 per Trigger PLUS (see “Commissions and issue price” below)

Pricing date:

August 15, 2024

Original issue date:

August 20, 2024 (3 business days after the pricing date)

Valuation date:

August 16, 2027, subject to postponement for non-trading days and certain market disruption events

 

Terms continued on the following page

Agent:

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

Estimated value on the pricing date:

Approximately $973.70 per Trigger PLUS, or within $45.00 of that estimate. See “Investment Summary” on page 3.

Commissions and issue price:

Price to public(1)

Agent’s commissions and fees(2)

Proceeds to us(3)

Per Trigger PLUS

$1,000

$

$

Total

$

$

$

(1)The Trigger PLUS will be sold only to investors purchasing the Trigger PLUS in fee-based advisory accounts.

(2)MS & Co. expects to sell all of the Trigger PLUS that it purchases from us to an unaffiliated dealer at a price of $ per Trigger PLUS, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per Trigger PLUS. MS & Co. will not receive a sales commission with respect to the Trigger PLUS. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for PLUS.

(3)See “Use of proceeds and hedging” on page 26.

The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.

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 and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Trigger PLUS 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 and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Trigger PLUS” and “Additional Information About the Trigger PLUS” at the end of this document.

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

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

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Terms continued from previous page:

Leveraged upside payment:

$1,000 × leverage factor × basket percent change

Leverage factor:

125%

Basket percent change:

(final basket value – initial basket value) / initial basket value

Basket performance factor:

final basket value / initial basket value

Initial basket value:

100, which will be equal to the sum of the products of the initial basket component value of each of the basket components, as set forth under “Basket—Initial basket component value” above, and the applicable multiplier for each of the basket components, each of which will be determined on the pricing date.

Final basket value:

The basket closing value on the valuation date

Trigger level:

70, which is 70% of the initial basket value

Basket closing value:

The basket closing value on any day is the sum of the products of (i) the basket component closing value of each basket component on such day and (ii) the applicable multiplier for such basket component on such day.

Basket component closing value:

With respect to each basket component, the share closing price of such basket component multiplied by the adjustment factor for such basket component

Multiplier:

The multiplier for each basket component will be set on the pricing date based on such basket component’s initial basket component value so that each basket component will represent the applicable basket component weighting in the predetermined initial basket value.  Each multiplier will remain constant for the term of the Trigger PLUS.  See “Basket—Multiplier” above.

Adjustment factor:

With respect to each basket component, 1.0, subject to adjustment in the event of certain corporate events affecting such basket component

CUSIP / ISIN:

61776MH81 / US61776MH811

Listing:

The Trigger PLUS will not be listed on any securities exchange.

August 2024  Page 2

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Investment Summary

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

The Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027 (the “Trigger PLUS”) can be used:

￭As an alternative to direct exposure to the basket components that enhances returns for a certain range of positive performance of the basket, subject to the maximum payment at maturity;

￭To enhance returns and potentially outperform the basket in a moderately bullish scenario; and

￭To provide limited protection against a loss of principal in the event of a decline of the basket as of the valuation date but only if the final basket value is greater than or equal to the trigger level.

Maturity:

Approximately 3 years

Leverage factor:

125%

Maximum payment at maturity:

At least $1,600 per Trigger PLUS (160% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.

Minimum payment at maturity:

None. You could lose your entire initial investment in the Trigger PLUS.

Trigger level:

70% of the initial basket value

Basket component weightings:

10% for each basket component

Coupon:

None

Listing:

The Trigger PLUS will not be listed on any securities exchange

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on the pricing date will be less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date will be approximately $973.70, or within $45.00 of that estimate. Our estimate of the value of the Trigger PLUS as determined on the pricing date will be set forth in the final pricing supplement.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the Trigger PLUS, including the leverage factor, the trigger level and the maximum payment at maturity, 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 Trigger PLUS 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 Trigger PLUS?

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the basket components, 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 Trigger PLUS are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the basket components, 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 Trigger PLUS, and, if it once chooses to make a market, may cease doing so at any time.

August 2024  Page 3

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Key Investment Rationale

The Trigger PLUS offer leveraged exposure to positive performance of the basket, subject to the maximum payment at maturity. In exchange for the leverage feature, investors are exposed to the risk of loss of a significant portion or all of their investment due to the trigger feature. At maturity, investors will receive an amount in cash based upon the basket closing value on the valuation date, subject to the maximum payment at maturity. Investors may lose their entire initial investment in the Trigger PLUS. All payments on the Trigger PLUS are subject to our credit risk.

Leveraged Performance Up to a Cap

The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the basket, subject to the maximum payment at maturity.

Trigger Feature

At maturity, even if the basket closing value has declined over the term of the Trigger PLUS, investors will receive the stated principal amount but only if the final basket value is greater than or equal to the trigger level.

Upside Scenario

The final basket value is greater than the initial basket value, and, at maturity, investors receive the stated principal amount of $1,000 plus 125% of the increase in the basket closing value, subject to the maximum payment at maturity of at least $1,600 per Trigger PLUS (160% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.

Par Scenario

The final basket value is less than or equal to the initial basket value but is greater than or equal to the trigger level. In this case, investors receive the stated principal amount of $1,000 at maturity even though the basket closing value has declined.

Downside Scenario

The final basket value is less than the trigger level. In this case, the Trigger PLUS redeem for at least 30% less than the stated principal amount, and this decrease will be by an amount proportionate to the full decline in the basket closing value over the term of the Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.

 

August 2024  Page 4

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

How the Trigger PLUS Work

Payoff Diagram

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

Stated principal amount:

$1,000 per Trigger PLUS

Leverage factor:

125%

Trigger level:

70% of the initial basket value

Hypothetical maximum payment at maturity:

$1,600 per Trigger PLUS (160% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.

Minimum payment at maturity:

None

 

Trigger PLUS Payoff Diagram

 

See the next page for a description of how the Trigger PLUS work.

August 2024  Page 5

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

How it works

￭Upside Scenario. If the final basket value is greater than the initial basket value, investors will receive the $1,000 stated principal amount plus 125% of the appreciation of the basket over the term of the Trigger PLUS, subject to the hypothetical maximum payment at maturity. Under the terms of the Trigger PLUS, investors will realize the hypothetical maximum payment at maturity of $1,600 per Trigger PLUS (160% of the stated principal amount) at a final basket value of 148% of the initial basket value.

￭Given the leverage factor of 125%, if the basket appreciates 5%, investors will receive a 6.25% return, or $1,062.50 per Trigger PLUS.

￭If the basket appreciates 80%, investors will receive only the hypothetical maximum payment at maturity of $1,600 per Trigger PLUS, or 160% of the stated principal amount.

￭Par Scenario. If the final basket value is less than or equal to the initial basket value but is greater than or equal to the trigger level, investors will receive the $1,000 stated principal amount.

￭If the basket depreciates 10%, investors will receive the $1,000 stated principal amount.

￭Downside Scenario. If the final basket value is less than the trigger level, investors will receive an amount that is significantly less than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the basket closing value. Under these circumstances, the payment at maturity will be less than 70% of the stated principal amount per Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.

￭If the basket depreciates 70%, investors will lose 70% of the stated principal amount and receive only $300 per Trigger PLUS at maturity, or 30% of the stated principal amount.

August 2024  Page 6

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Risk Factors

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

Risks Relating to an Investment in the Trigger PLUS

￭The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of any principal at maturity. If the final basket value is less than the trigger level (which is 70% of the initial basket value), the payout at maturity will be an amount in cash that is at least 30% less than the $1,000 stated principal amount of each Trigger PLUS, and this decrease will be by an amount proportionate to the full decline in the basket closing value over the term of the Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS, and, accordingly, you could lose your entire initial investment in the Trigger PLUS.

￭The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity. The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of at least $1,600 per Trigger PLUS, or 160% of the stated principal amount. The actual maximum payment at maturity will be determined on the pricing date. Although the leverage factor provides 125% exposure to any increase in the final basket value over the initial basket value, because the payment at maturity will be limited to 160% of the stated principal amount for the Trigger PLUS (assuming a maximum payment at maturity of $1,600 per Trigger PLUS), any increase in the final basket value over the initial basket value by more than 48% of the initial basket value will not further increase the return on the Trigger PLUS.

￭The market price of the Trigger PLUS will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the Trigger PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Trigger PLUS in the secondary market. Some factors that may influence the value of the Trigger PLUS include:

othe trading price, volatility (frequency and magnitude of changes in price) and relative performance of each of the basket components,

odividend yield, if any, of each of the basket components,

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the basket components or equities markets generally and which may affect the final basket value,

othe time remaining until the Trigger PLUS mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

othe occurrence of certain events affecting a particular basket component that may or may not require an adjustment to the relevant adjustment factor, and

oany 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 Trigger PLUS will be affected by the other factors described above. The share closing prices of the basket components may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. See “Historical Information” below. The common stock of Constellation Energy Corporation began trading on January 19, 2022 and therefore has limited historical performance. You may receive less, and possibly significantly less, than the stated principal amount per Trigger PLUS if you try to sell your Trigger PLUS prior to maturity.

￭The Trigger PLUS 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 Trigger PLUS. You are dependent on our ability to pay all amounts due on the Trigger PLUS at maturity and therefore you are subject to our credit risk. If we default on our obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the Trigger PLUS prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the Trigger PLUS.

￭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.

August 2024  Page 7

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

￭The amount payable on the Trigger PLUS is not linked to the basket closing value at any time other than the valuation date. The final basket value will be determined on the valuation date, subject to postponement for non-trading days and certain market disruption events. Even if the value of the basket appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the basket prior to such drop. Although the actual value of the basket on the stated maturity date or at other times during the term of the Trigger PLUS may be higher than the final basket value, the payment at maturity will be based solely on the value of the basket on the valuation date.

￭Investing in the Trigger PLUS is not equivalent to investing in the basket components. Investing in the Trigger PLUS is not equivalent to investing in the basket components. Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to any basket component.

￭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 Trigger PLUS in the original issue price reduce the economic terms of the Trigger PLUS, cause the estimated value of the Trigger PLUS to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the Trigger PLUS in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the basket components, 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.

￭The estimated value of the Trigger PLUS 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 Trigger PLUS than those generated by others, including other dealers in the market, if they attempted to value the Trigger PLUS. 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 Trigger PLUS in the secondary market (if any exists) at any time. The value of your Trigger PLUS at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the Trigger PLUS will be influenced by many unpredictable factors” above.

￭The Trigger PLUS will not be listed on any securities exchange and secondary trading may be limited. The Trigger PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Trigger PLUS. MS & Co. may, but is not obligated to, make a market in the Trigger PLUS and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the Trigger PLUS, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the Trigger PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Since other broker-dealers may not participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to trade your Trigger PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the Trigger PLUS, it is likely that there would be no secondary market for the Trigger PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity.

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Trigger PLUS. As calculation agent, MS & Co. will determine the initial basket component values, the multipliers, the trigger level, the final basket value, including whether the basket closing value has decreased to below the trigger level, the basket percent change, what adjustments should be made, if any, to the adjustment factor for a basket stock to reflect certain corporate and other events, whether a market disruption event has occurred and will calculate the amount of cash you receive at maturity, if any. 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, the calculation of the basket component closing values in the event of a market disruption event and any adjustments to the adjustment factors. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For

August 2024  Page 8

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

further information regarding these types of determinations, see “Description of PLUS—Postponement of Valuation Date(s),” “—Antidilution Adjustments,” “—Alternate Exchange Calculation in case of an Event of Default” and “—Calculation Agent and Calculations” in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the Trigger PLUS on the pricing date.

￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Trigger PLUS (and possibly to other instruments linked to the basket components), including trading in the basket components and in other instruments related to the basket components. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the basket components and other financial instruments related to the basket components 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 increase the initial basket component values, and, therefore, could increase prices at or above which the basket components must close on the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS. Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could adversely affect the basket component closing values on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity, if any.

￭The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. Please read the discussion under “Additional Information—Tax considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for PLUS (together, the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS. There is no direct legal authority regarding the proper U.S. federal tax treatment of the Trigger PLUS, 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 Trigger PLUS are uncertain, and the IRS or a court might not agree with the tax treatment of a Trigger PLUS as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. If the IRS were successful in asserting an alternative treatment of the Trigger PLUS, the tax consequences of the ownership and disposition of the Trigger PLUS, 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 Trigger PLUS, 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 Trigger PLUS, 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 Basket Components

￭Changes in the value of one or more of the basket components may offset each other. Value movements in the basket components may not correlate with each other. At a time when one or more basket components increase, the values of the other basket components may not increase as much, or may even decline. Therefore, in calculating the basket components’ performance on the valuation date, an increase in the value(s) of one or more basket components may be moderated, or wholly offset, by lesser increases or declines in the values of other basket components.

￭Basket stock prices can be volatile. The trading prices of stocks can be volatile. Fluctuations in the trading prices of the basket stocks may result in a significant disparity between the share closing prices of the basket stocks on the valuation date and the overall performance of the basket stocks at any other point over the term of the Trigger PLUS.

￭We are not affiliated with the issuers of the basket stocks. We are not affiliated with any of the issuers of the basket stocks and the issuers of the basket stocks are not involved with this offering in any way. Consequently, we have no ability to control the actions of the issuers of the basket stocks, including any corporate actions of the type that would require the calculation agent to adjust the adjustment factors of the basket stocks. The issuers of the basket stocks have no obligation to consider your interests as an investor in the Trigger PLUS in taking any corporate actions that might affect the value of your Trigger PLUS. None of the money you pay for the Trigger PLUS will go to the issuers of the basket stocks.

￭We may engage in business with or involving one or more of the issuers of the basket stocks without regard to your interests. We or our affiliates may presently or from time to time engage in business with one or more of the issuers of the basket stocks without regard to your interests, including extending loans to, or making equity investments in, one or more of the issuers of the basket stocks or their affiliates or subsidiaries, or providing advisory services to one or more of the issuers of the basket stocks, such as merger and acquisition advisory services. In the course of our business, we or our affiliates may acquire non-public information about one or more of the issuers of the basket stocks. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published, and in the future may publish, research reports with respect to the basket stocks. These research reports may or may not recommend that investors buy or hold the basket stocks. The basket was compiled independently of any research recommendations and may not be consistent with such recommendations. Furthermore, the composition of the basket will not be affected by any change that we or our affiliates may

August 2024  Page 9

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

make in our recommendations or decisions to begin or discontinue coverage of any of the issuers of the basket stocks in our research reports.

￭The share closing prices of the basket stocks may come to be based on the value of the stock of companies other than the issuers of the basket stocks. Following certain corporate events relating to a basket stock, such as a stock-for-stock merger where the basket stock is not the surviving entity, you will receive at maturity an amount based on the share closing price of the stock of a successor corporation to the issuer of the basket stock. Following certain other corporate events relating to a basket stock, such as a merger event where holders of the basket stock would receive all or a substantial portion of their consideration in cash or a significant cash dividend or distribution of property with respect to such basket stock, the value of such cash consideration will be reallocated to the other, unaffected basket stock. We describe the specific corporate events that can lead to these adjustments and the procedures for selecting those other reference stocks in the section of the accompanying product supplement called “Description of PLUS—Antidilution Adjustments.” You should read that section in order to understand these and other adjustments that may be made to your Trigger PLUS.

￭The adjustments to the adjustment factors the calculation agent is required to make do not cover every corporate event that can affect the basket stocks. MS & Co., as calculation agent, will adjust the adjustment factor for a basket stock for certain events affecting such basket stock, such as stock splits and stock dividends, and certain other corporate actions involving the issuer of such basket stock, such as mergers. However, the calculation agent will not make an adjustment for every corporate event or every distribution that could affect the basket stocks. For example, the calculation agent is not required to make any adjustments if the issuer of a basket stock or anyone else makes a partial tender or partial exchange offer for such basket stock. If an event occurs that does not require the calculation agent to adjust an adjustment factor, the market price of the Trigger PLUS and your return on the Trigger PLUS 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 market price of the Trigger PLUS.

August 2024  Page 10

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Basket Components Overview

Advanced Micro Devices, Inc. Advanced Micro Devices, Inc. manufactures semiconductor products. The common stock of Advanced Micro Devices, Inc. is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission (the “Commission”) by Advanced Micro Devices, Inc. pursuant to the Exchange Act can be located by reference to the Commission file number 001-07882 through the Commission’s website at www.sec.gov.

Alphabet Inc. Alphabet Inc. is a holding company that, through its subsidiaries (which include Google Inc.) provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer consent, enterprise solutions, commerce and hardware products. Alphabet Inc. became the successor Securities and Exchange Commission registrant to, and parent holding company of, Google Inc. on October 2, 2015, in connection with a holding company reorganization. Alphabet Inc.’s class C capital stock began trading on October 5, 2015 under the ticker symbol “GOOG,” the same symbol under which Google Inc.’s class C capital stock previously traded. The class C capital stock of Alphabet Inc. is registered under the Exchange Act. Information provided to or filed with the Commission by Alphabet Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-37580 through the Commission’s website at www.sec.gov.

Applied Materials, Inc. Applied Materials, Inc. provides manufacturing equipment, services and software to the semiconductor, display and related industries. The common stock of Applied Materials, Inc. is registered under the Exchange Act. Information provided to or filed with the Commission by Applied Materials, Inc. pursuant to the Exchange Act can be located by reference to the Commission file number 000-06920 through the Commission’s website at www.sec.gov.

Broadcom Inc. Broadcom Inc. is a technology company that designs, develops and supplies a range of semiconductor and infrastructure software solutions. The common stock of Broadcom Inc. is registered under the Exchange Act. Information provided to or filed with the Commission by Broadcom Inc. pursuant to the Exchange Act can be located by reference to the Commission file number 001-38449 through the Commission’s website at www.sec.gov.

Constellation Energy Corporation. Constellation Energy Corporation is a supplier of energy products and services. The common stock of Constellation Energy Corporation is registered under the Exchange Act. Information provided to or filed with the Commission by Constellation Energy Corporation pursuant to the Exchange Act can be located by reference to the Commission file number 001-41137 through the Commission’s website at www.sec.gov.

Meta Platforms, Inc. Meta Platforms, Inc. (formerly known as Facebook, Inc.) is a social media and technology company that enables people to connect and share with friends and family through mobile devices, personal computers, virtual reality headsets and in-home devices. On June 9, 2022, the class A common stock of Meta Platforms, Inc., formerly trading under the ticker symbol “FB,” began trading under the ticker symbol “META.” The class A common stock of Meta Platforms, Inc. is registered under the Exchange Act. Information provided to or filed with the Commission by Meta Platforms, Inc. pursuant to the Exchange Act can be located by reference to the Commission file number 001-35551 through the Commission’s website at www.sec.gov.

Microsoft Corporation. Microsoft Corporation develops, licenses and supports a range of software products and services, designs, manufactures and sells devices and delivers online advertising to a global customer audience. The common stock of Microsoft Corporation is registered under the Exchange Act. Information provided to or filed with the Commission by Microsoft Corporation pursuant to the Exchange Act can be located by reference to the Commission file number 001-37845 through the Commission’s website at www.sec.gov.

Micron Technology, Inc. Micron Technology, Inc. is a memory and storage solutions company. The common stock of Micron Technology, Inc. is registered under the Exchange Act. Information provided to or filed with the Commission by Micron Technology, Inc. pursuant to the Exchange Act can be located by reference to the Commission file number 001-10658 through the Securities and Exchange Commission’s website at www.sec.gov.

NVIDIA Corporation. NVIDIA Corporation is a visual computing company. The common stock of NVIDIA Corporation is registered under Exchange Act. Information provided to or filed with the Commission by NVIDIA Corporation pursuant to the Exchange Act can be located by reference to the Commission file number 000-23985 through the Commission’s website at www.sec.gov.

QUALCOMM Incorporated. QUALCOMM Incorporated designs, manufactures and markets digital wireless telecommunications products and services. The common stock of QUALCOMM Incorporated is registered under the Exchange Act. Information provided to or filed with the Commission by QUALCOMM Incorporated pursuant to the Exchange Act can be located by reference to the Commission file number 000-19528 through the Securities and Exchange Commission’s website at www.sec.gov.

Information regarding each basket component may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor any of our affiliates makes any representation that such publicly available documents or any other publicly available information regarding the issuer of any basket component is accurate or complete.

Neither we nor any of our affiliates makes any representation to you as to the performance of any of the basket components or the basket as a whole.

August 2024  Page 11

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Information as of market close on July 15, 2024:

Basket Component Information as of July 15, 2024

Basket Component

Bloomberg Ticker Symbol

Current Basket Component Value

52 Weeks Ago

52-Week High

52-Week Low

Advanced Micro Devices, Inc. common stock

AMD

$179.83

$118.32

(on 3/7/2024): $211.38

(on 10/26/2023): $93.67

Alphabet Inc. class C capital stock

GOOG

$188.19

$125.06

(on 7/10/2024): $192.66

(on 7/20/2023): $119.53

Applied Materials, Inc. common stock

AMAT

$245.55

$145.50

(on 7/10/2024): $254.97

(on 10/25/2023): $130.11

Broadcom Inc. common stock

AVGO

$171.42

$91.04

(on 6/17/2024): $182.89

(on 9/21/2023): $80.84

Constellation Energy Corporation common stock

CEG

$212.88

$95.00

(on 5/28/2024): $231.27

(on 7/19/2023): $94.73

Meta Platforms, Inc. class A common stock

META

$496.16

$310.62

(on 7/5/2024): $539.91

(on 8/18/2023): $283.25

Microsoft Corporation common stock

MSFT

$453.96

$345.73

(on 7/5/2024): $467.56

(on 9/26/2023): $312.14

Micron Technology, Inc. common stock

MU

$130.87

$65.16

(on 6/18/2024): $153.45

(on 8/22/2023): $63.41

NVIDIA Corporation common stock

NVDA

$128.44

$46.46

(on 6/18/2024): $135.58

(on 10/26/2023): $40.33

QUALCOMM Incorporated common stock

QCOM

$208.18

$123.40

(on 6/18/2024): $227.09

(on 10/25/2023): $104.78

The following graph is calculated based on an initial basket value of 100 on January 19, 2022 (assuming that each basket component is weighted as described in “Basket” on the cover page) and illustrates the effect of the offset and/or correlation among the basket components during such period. The common stock of Constellation Energy Corporation began trading on January 19, 2022 and therefore has limited historical performance. The graph does not take into account the terms of the Trigger PLUS, nor does it attempt to show in any way your expected return on an investment in the Trigger PLUS. The historical performance of the basket should not be taken as an indication of the basket’s future performance.

Basket Historical Performance

January 19, 2022 to July 15, 2024

 

August 2024  Page 12

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Historical Information

The following graphs set forth the daily share closing prices of each of the basket components for the period from January 1, 2019 through July 15, 2024. The related tables set forth the published high and low share closing prices of, as well as dividends on, each of the basket components for each quarter from January 1, 2021 through July 15, 2024. We obtained the information in the graphs and tables below from Bloomberg Financial Markets, without independent verification. Historical information for the common stock of Constellation Energy Corporation is presented for the period from January 19, 2022 through July 15, 2024. The historical performance of the basket components should not be taken as an indication of their future performance, and no assurance can be given as to the share closing price of any basket component at any time, including on the valuation date. Investors in the Trigger PLUS will not be entitled to receive dividends paid on any of the basket components.

August 2024  Page 13

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of Advanced Micro Devices, Inc.

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of Advanced Micro Devices, Inc. (CUSIP 007903107)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

97.25

73.96

-

Second Quarter

93.93

73.09

-

Third Quarter

118.77

85.89

-

Fourth Quarter

161.91

100.34

-

2022

 

 

 

First Quarter

150.24

102.25

-

Second Quarter

110.53

76.47

-

Third Quarter

103.91

63.36

-

Fourth Quarter

77.63

55.94

-

2023

 

 

 

First Quarter

100.28

62.33

-

Second Quarter

129.19

81.62

-

Third Quarter

118.32

95.96

-

Fourth Quarter

148.76

93.67

-

2024

 

 

 

First Quarter

211.38

135.32

-

Second Quarter

183.34

144.27

-

Third Quarter (through July 15, 2024)

183.96

157.69

-

We make no representation as to the amount of dividends, if any, that Advanced Micro Devices, Inc. may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Advanced Micro Devices, Inc.

August 2024  Page 14

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Class C Capital Stock of Alphabet Inc.

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Class C Capital Stock of Alphabet Inc. (CUSIP 02079K107)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

106.416

86.412

-

Second Quarter

127.282

106.888

-

Third Quarter

145.842

126.369

-

Fourth Quarter

150.709

133.765

-

2022

 

 

 

First Quarter

148.037

126.465

-

Second Quarter

143.642

105.840

-

Third Quarter

122.880

96.150

-

Fourth Quarter

104.93

83.49

-

2023

 

 

 

First Quarter

108.80

86.77

-

Second Quarter

127.91

104.45

-

Third Quarter

138.99

116.87

-

Fourth Quarter

142.82

123.40

-

2024

 

 

 

First Quarter

154.84

132.56

-

Second Quarter

186.86

151.94

0.20

Third Quarter (through July 15, 2024)

192.66

184.49

-

We make no representation as to the amount of dividends, if any, that Alphabet Inc. may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the class C capital stock of Alphabet Inc.

August 2024  Page 15

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of Applied Materials, Inc.

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of Applied Materials, Inc. (CUSIP 038222105)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

133.60

86.87

0.22

Second Quarter

143.05

114.88

0.24

Third Quarter

144.09

127.20

0.24

Fourth Quarter

162.72

125.20

0.24

2022

 

 

 

First Quarter

167.00

119.22

0.24

Second Quarter

129.44

89.59

0.26

Third Quarter

111.06

81.93

0.26

Fourth Quarter

111.87

74.41

0.26

2023

 

 

 

First Quarter

124.26

96.73

0.26

Second Quarter

146.55

110.31

0.32

Third Quarter

153.99

134.04

0.32

Fourth Quarter

164.28

130.11

0.32

2024

 

 

 

First Quarter

212.61

149.00

0.32

Second Quarter

247.83

189.46

0.40

Third Quarter (through July 15, 2024)

254.97

237.41

-

We make no representation as to the amount of dividends, if any, that Applied Materials, Inc. may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Applied Materials, Inc.

August 2024  Page 16

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of Broadcom Inc.

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of Broadcom Inc. (CUSIP 11135F101)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

49.000

42.130

0.36

Second Quarter

48.850

42.240

0.36

Third Quarter

50.970

46.570

0.36

Fourth Quarter

67.430

47.600

0.41

2022

 

 

 

First Quarter

67.090

53.320

0.41

Second Quarter

63.490

48.580

0.41

Third Quarter

55.900

44.400

0.41

Fourth Quarter

57.440

42.710

0.46

2023

 

 

 

First Quarter

64.370

55.350

0.46

Second Quarter

88.620

61.020

0.46

Third Quarter

92.290

80.840

0.46

Fourth Quarter

114.700

81.480

0.525

2024

 

 

 

First Quarter

140.700

104.900

0.525

Second Quarter

182.890

120.470

0.525

Third Quarter (through July 15, 2024)

174.59

164.08

-

We make no representation as to the amount of dividends, if any, that Broadcom Inc. may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Broadcom Inc.

August 2024  Page 17

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of Constellation Energy Corporation

Daily Share Closing Prices

January 19, 2022* to July 15, 2024

 

*The common stock of Constellation Energy Corporation began trading on January 19, 2022 and therefore has limited historical performance.

 

Common Stock of Constellation Energy Corporation (CUSIP 21037T109)

High ($)

Low ($)

Dividends ($)

2022

 

 

 

First Quarter (beginning January 19, 2022)

57.50

41.90

0.141

Second Quarter

66.71

53.47

0.141

Third Quarter

89.36

54.00

0.141

Fourth Quarter

97.16

81.26

0.141

2023

 

 

 

First Quarter

86.81

73.40

0.282

Second Quarter

94.25

74.48

0.282

Third Quarter

112.46

91.00

0.282

Fourth Quarter

126.52

104.73

0.282

2024

 

 

 

First Quarter

187.26

111.41

0.3525

Second Quarter

231.27

180.90

0.3525

Third Quarter (through July 15, 2024)

219.55

205.05

-

We make no representation as to the amount of dividends, if any, that Constellation Energy Corporation may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Constellation Energy Corporation.

 

August 2024  Page 18

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Class A Common Stock of Meta Platforms, Inc.

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Class A Common Stock of Meta Platforms, Inc. (CUSIP 30303M102)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

294.53

245.64

-

Second Quarter

355.64

296.52

-

Third Quarter

382.18

336.95

-

Fourth Quarter

347.56

306.84

-

2022

 

 

 

First Quarter

338.54

186.63

-

Second Quarter

233.89

155.85

-

Third Quarter

183.17

134.40

-

Fourth Quarter

140.28

88.91

-

2023

 

 

 

First Quarter

211.94

124.74

-

Second Quarter

288.73

207.55

-

Third Quarter

325.48

283.25

-

Fourth Quarter

358.32

288.35

-

2024

 

 

 

First Quarter

512.19

344.47

0.50

Second Quarter

527.34

430.17

0.50

Third Quarter (through July 15, 2024)

539.91

496.16

-

We make no representation as to the amount of dividends, if any, that Meta Platforms, Inc. may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the class A common stock of Meta Platforms, Inc.

August 2024  Page 19

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of Microsoft Corporation

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of Microsoft Corporation (CUSIP 594918104)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

244.99

212.25

0.56

Second Quarter

271.40

239.00

0.56

Third Quarter

305.22

271.60

0.56

Fourth Quarter

343.11

283.11

0.62

2022

 

 

 

First Quarter

334.75

275.85

0.62

Second Quarter

314.97

242.26

0.62

Third Quarter

293.47

232.90

0.62

Fourth Quarter

257.22

214.25

0.68

2023

 

 

 

First Quarter

288.30

222.31

0.68

Second Quarter

348.10

275.42

0.68

Third Quarter

359.49

312.14

0.68

Fourth Quarter

382.70

313.39

0.75

2024

 

 

 

First Quarter

429.37

367.75

0.75

Second Quarter

452.85

389.33

0.75

Third Quarter (through July 15, 2024)

467.56

453.55

-

We make no representation as to the amount of dividends, if any, that Microsoft Corporation may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Microsoft Corporation.

August 2024  Page 20

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of Micron Technology, Inc.

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of Micron Technology, Inc. (CUSIP 595112103)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

94.76

74.05

-

Second Quarter

95.59

76.80

-

Third Quarter

82.00

70.23

-

Fourth Quarter

96.17

66.38

0.10

2022

 

 

 

First Quarter

97.36

69.40

0.10

Second Quarter

77.67

55.01

0.10

Third Quarter

65.04

48.88

0.115

Fourth Quarter

63.10

49.12

0.115

2023

 

 

 

First Quarter

63.87

50.37

0.115

Second Quarter

73.93

57.02

0.115

Third Quarter

71.79

60.65

0.115

Fourth Quarter

87.06

64.53

0.115

2024

 

 

 

First Quarter

119.25

79.50

0.115

Second Quarter

153.45

106.77

0.115

Third Quarter (through July 15, 2024)

136.82

130.23

-

We make no representation as to the amount of dividends, if any, that Micron Technology, Inc. may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Micron Technology, Inc.

August 2024  Page 21

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of NVIDIA Corporation

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of NVIDIA Corporation (CUSIP 67066G104)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

15.3303

11.5933

0.004

Second Quarter

20.0268

13.6653

0.004

Third Quarter

22.843

18.161

0.004

Fourth Quarter

33.376

19.732

0.004

2022

 

 

 

First Quarter

30.121

21.330

0.004

Second Quarter

27.360

15.159

0.004

Third Quarter

19.215

12.139

0.004

Fourth Quarter

18.072

11.227

0.004

2023

 

 

 

First Quarter

27.777

14.265

0.004

Second Quarter

43.808

26.241

0.004

Third Quarter

49.355

40.855

0.004

Fourth Quarter

50.409

40.326

0.004

2024

 

 

 

First Quarter

95.002

47.569

0.004

Second Quarter

135.580

76.200

0.01

Third Quarter (through July 15, 2024)

134.91

122.67

-

We make no representation as to the amount of dividends, if any, that NVIDIA Corporation may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of NVIDIA Corporation.

August 2024  Page 22

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Common Stock of QUALCOMM Incorporated

Daily Share Closing Prices

January 1, 2019 to July 15, 2024

 

 

Common Stock of QUALCOMM Incorporated (CUSIP 747525103)

High ($)

Low ($)

Dividends ($)

2021

 

 

 

First Quarter

164.78

123.20

0.65

Second Quarter

142.93

124.62

0.68

Third Quarter

150.99

128.98

0.68

Fourth Quarter

189.28

122.95

0.68

2022

 

 

 

First Quarter

188.69

141.29

0.68

Second Quarter

153.81

120.09

0.75

Third Quarter

155.86

112.98

0.75

Fourth Quarter

126.81

103.88

0.75

2023

 

 

 

First Quarter

138.46

107.20

0.75

Second Quarter

124.74

103.02

0.80

Third Quarter

132.17

106.14

0.80

Fourth Quarter

145.86

104.78

0.80

2024

 

 

 

First Quarter

175.72

136.17

0.80

Second Quarter

227.09

157.63

0.85

Third Quarter (through July 15, 2024)

208.80

199.85

-

We make no representation as to the amount of dividends, if any, that QUALCOMM Incorporated may pay in the future. In any event, as an investor in the Trigger PLUS, you will not be entitled to receive dividends, if any, that may be payable on the common stock of QUALCOMM Incorporated.

August 2024  Page 23

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Additional Terms of the Trigger PLUS

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

Additional Terms:

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

Postponement of maturity date:

If the scheduled valuation date is not a trading day with respect to any basket component or if a market disruption event with respect to any basket component occurs on that day so that the valuation date is postponed and falls less than two business days prior to the scheduled maturity date, the maturity date of the Trigger PLUS will be postponed to the second business day following the valuation date as postponed, by which date the basket component closing value of each basket component has been determined.

Basket component:

The accompanying product supplement refers to each basket component as an “underlying stock” or a “basket stock.”

Denominations:

$1,000 per Trigger PLUS and integral multiples thereof

Trustee:

The Bank of New York Mellon

Calculation agent:

MS & Co.

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

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

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

August 2024  Page 24

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Additional Information About the Trigger PLUS

Additional Information:

Minimum ticketing size:

$1,000 / 1 Trigger PLUS

Tax considerations:

Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Trigger PLUS 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 Trigger PLUS as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.

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

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

Upon sale, exchange or settlement of the Trigger PLUS, 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 Trigger PLUS. Such gain or loss should be long-term capital gain or loss if the investor has held the Trigger PLUS for more than one year, and short-term capital gain or loss otherwise.

We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the treatment of the Trigger PLUS. An alternative characterization of the Trigger PLUS could materially and adversely affect the tax consequences of ownership and disposition of the Trigger PLUS, 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 Trigger PLUS, possibly with retroactive effect.

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

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

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

August 2024  Page 25

Morgan Stanley Finance LLC

Trigger PLUS Based on the Performance of an Equally Weighted Basket Consisting of Ten Stocks due August 19, 2027

Trigger Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

Use of proceeds and hedging:

The proceeds from the sale of the Trigger PLUS will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per Trigger PLUS issued, because, when we enter into hedging transactions in order to meet our obligations under the Trigger PLUS, our hedging counterparty will reimburse the cost of the agent’s commissions. The costs of the Trigger PLUS borne by you and described on page 2 above comprise the agent’s commissions and the cost of issuing, structuring and hedging the Trigger PLUS.

On or prior to the pricing date, we will hedge our anticipated exposure in connection with the Trigger PLUS by entering into hedging transactions with our affiliates and/or third party dealers. We expect our hedging counterparties to take positions in the basket components, in futures and/or options contracts on the basket components or in any other securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial basket component values, and, therefore, could increase prices at or above which the basket components must close on the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the Trigger PLUS, including on the valuation date, by purchasing and selling the basket components, futures or options contracts on the basket components or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. We cannot give any assurance that our hedging activities will not affect the basket component closing values, and, therefore, adversely affect the value of the Trigger PLUS or the payment you will receive at maturity, if any. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.

Additional considerations:

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

Supplemental information regarding plan of distribution; conflicts of interest:

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

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 Trigger PLUS. When MS & Co. prices this offering of Trigger PLUS, it will determine the economic terms of the Trigger PLUS, including the maximum payment at maturity, such that for each Trigger PLUS the estimated value on the pricing date will be no lower than the minimum level described in “Investment Summary” on page 3.

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.

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

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

Product Supplement for PLUS dated November 16, 2023

Prospectus dated April 12, 2024

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

“Performance Leveraged Upside SecuritiesSM” and “PLUSSM” are our service marks.

 

August 2024  Page 26

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