MS-P Morgan Stanley

August 2024

Preliminary Pricing Supplement No. 3,281

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

Dated July 31, 2024

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The Enhanced Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for Jump Securities and prospectus, as supplemented and modified by this document. If the final share price of each underlying stock is greater than or equal to 65% of its initial share price, which we refer to as the respective downside threshold value, you will receive for each security that you hold at maturity a minimum of at least $500 per security (to be determined on the pricing date), in addition to the stated principal amount. If the worst performing underlying stock appreciates by more than 50% (to be determined on the pricing date) over the term of the securities, you will receive for each security that you hold at maturity the stated principal amount plus an amount based on the percentage increase of such worst performing underlying stock. However, if the final share price of any underlying stock is less than its respective downside threshold value, the payment at maturity will be significantly less than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease in the final share price of the worst performing underlying stock from its respective initial share price. Under these circumstances, the payment at maturity will be less than $650 per security and could be zero. Accordingly, you could lose your entire initial investment in the securities. Because the payment at maturity on the securities is based on the worst performing of the underlying stocks, a decline in any final share price below 65% of its respective initial share price will result in a significant loss on your investment, even if the other underlying stocks have appreciated or have not declined as much. The securities are for investors who seek an equity-based return and who are willing to risk their principal, risk exposure to the worst performing of three underlying stocks and forgo current income in exchange for the upside payment feature that applies only if the final share price of each underlying stock is greater than or equal to its respective downside threshold value. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes Program.

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

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

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

(3)See “Use of proceeds and hedging” on page 19.

The securities 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 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 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 Securities” and “Additional Information About the Securities” 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 Jump Securities dated November 16, 2023 Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Investment Summary

Principal at Risk Securities

The Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026 (the “securities”) can be used:

￭As an alternative to direct exposure to the underlying stocks that provides a minimum positive return of at least 50.00% (to be determined on the pricing date) if the final share price of each underlying stock is greater than or equal to its respective downside threshold value and offers uncapped 1-to-1 participation in the appreciation of the worst performing underlying stock if the appreciation of such underlying stock is greater than 50.00%;

￭To potentially outperform the worst performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. in a moderately bullish or moderately bearish scenario;

￭To obtain limited protection against the loss of principal in the event of a decline of the underlying stocks as of the valuation date, but only if the final share price of each underlying stock is greater than or equal to its respective downside threshold value.

If the final share price of any underlying stock is less than its downside threshold value, the securities are exposed on a 1-to-1 basis to the percentage decline of the final share price of the worst performing underlying stock from its respective initial share price.  Accordingly, investors may lose their entire initial investment in the securities.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security on the pricing date will be approximately $985.80, or within $35.00 of that estimate. Our estimate of the value of the securities 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 securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying stocks. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

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

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlying stocks, 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 6 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 underlying stocks, 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.

August 2024 Page 2

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Key Investment Rationale

The securities do not pay interest but provide a minimum positive return of at least 50% (to be determined on the pricing date) if the final share price of each of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. is greater than or equal to its respective downside threshold value and offer an uncapped 1-to-1 participation in the appreciation of the worst performing underlying stock if the appreciation of such stock is greater than 50%. However, if, as of the valuation date, the value of any underlying stock is less than its respective downside threshold value, the payment due at maturity will be less than $650 per security and could be zero.

August 2024 Page 3

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the securities. The following examples are for illustrative purposes only. The payment at maturity on the securities is subject to our credit risk. The below examples are based on the following terms. The actual initial share prices and downside threshold values will be determined on the pricing date.

EXAMPLE 1: Each underlying stock appreciates substantially, and investors therefore receive the stated principal amount plus a return reflecting the share percent change of the worst performing underlying stock.

In example 1, the final share price for the NKE Stock has increased from its initial share price by 90%, the final share price for the PANW Stock has increased from its initial share price by 105% and the final share price for the PYPL Stock has increased from its initial share price by 110%. Because the final share price of each underlying stock is above its respective downside threshold value, and the share percent change of the worst performing underlying stock is greater than the minimum positive return of 50%, investors receive at maturity the stated principal amount plus 1-to-1 participation in the performance of the worst performing underlying stock. Investors receive $1,900 per security at maturity.

EXAMPLE 2: The final share price of each underlying stock is at or above its respective downside threshold value but the worst performing underlying stock has not appreciated by more than 50%, and investors therefore receive the stated principal amount plus the upside payment.

August 2024 Page 4

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

In example 2, the final share price for the NKE Stock has decreased from its initial share price by 15%, the final share price for the PANW Stock has decreased from its initial share price by 5% and the final share price for the PYPL Stock has decreased from its initial share price by 10%. Because the final share price of each underlying stock is at or above its respective downside threshold value, investors receive at maturity the stated principal amount plus the upside payment of $500. Although each underlying stock has depreciated, investors receive $1,500 per security at maturity.

EXAMPLE 3: The final share price of one of the underlying stocks is less than its respective downside threshold value. Investors are therefore exposed to the full decline in the worst performing underlying stock from its respective initial share price.

In example 3, the final share price for the NKE Stock has increased from its initial share price by 20%, the final share price for the PANW Stock has decreased from its initial share price by 50% and the final share price for the PYPL Stock has decreased from its initial share price by 15%. Because one of the underlying stocks has declined below its respective downside threshold value, investors do not receive the upside payment and instead are exposed to the full negative performance of the PANW Stock, which is the worst performing underlying stock in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the worst performing underlying stock from its respective initial share price. In this example, investors receive a payment at maturity equal to $500 per security, resulting in a loss of 50%.

EXAMPLE 4: The final share price of each underlying stock is less than its respective downside threshold value. Investors are therefore exposed to the full decline in the worst performing underlying stock from its respective initial share price.

In example 5, the final share price for the NKE Stock has decreased from its initial share price by 80%, the final share price for the PANW Stock has decreased from its initial share price by 60% and the final share price for the PYPL Stock has decreased from its initial share price by 65%. Because one or more underlying stocks have declined below their respective downside threshold values, investors do not receive the upside payment and instead are exposed to the full negative performance of the NKE Stock, which is the worst performing underlying stock in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the value of the worst performing underlying stock from its respective initial share price. In this example, investors receive a payment at maturity equal to $200 per security, resulting in a loss of 80%.

If the final share price of any of the underlying stocks is less than its respective downside threshold value, you will receive an amount in cash that is significantly less than the $1,000 stated principal amount of each security by an amount proportionate

August 2024 Page 5

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

to the full decline in the level of the worst performing underlying stock from its respective initial share price over the term of the securities, and you will lose a significant portion or all of your investment.

August 2024 Page 6

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Risk Factors

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

Risks Relating to an Investment in the Securities

￭The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest or guarantee the payment of any principal at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash based upon the final share price of each underlying stock. If the final share price of any underlying stock is less than 65% of its respective initial share price, you will not receive the upside payment and you will instead receive at maturity an amount in cash that is significantly less than the $1,000 stated principal amount of each security by an amount proportionate to the full decline in the final share price of the worst performing underlying stock from its respective initial share price over the term of the securities, and you will lose a significant portion or all of your investment. There is no minimum payment at maturity on the securities, and, accordingly, you could lose your entire investment.

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

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

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

othe values of the underlying stocks at any time (including in relation to their initial share prices),

othe volatility (frequency and magnitude of changes in value) of the underlying stocks,

odividend rates on the underlying stocks,

ointerest and yield rates in the market,

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stocks or stock markets generally and which may affect the price of the underlying stocks,

othe time remaining until the maturity of the securities,

othe occurrence of certain events affecting an underlying stock that may or may not require an adjustment to an adjustment factor, and

oany actual or anticipated changes in our credit ratings or credit spreads.

August 2024 Page 7

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

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 you will receive if you sell your securities prior to maturity. In particular, you may have to sell your securities at a substantial discount from the stated principal amount if at the time of sale the value of any underlying stock is near, at or below its respective downside threshold value.

You cannot predict the future performance of the underlying stocks based on their historical performance. If the final share price of any underlying stock is less than 65% of its respective initial share price, you will be exposed on a 1-to-1 basis to the full decline in the final share price of the worst performing underlying stock from its respective initial share price. There can be no assurance that the final share price of each underlying stock will be greater than 65% of its respective initial share price so that you will receive at maturity an amount that is greater than the $1,000 stated principal amount for each security you hold, or that you will not lose a significant portion or all of your investment.

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

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

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

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

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

August 2024 Page 8

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

￭Investing in the securities is not equivalent to investing in the class B common stock of NIKE, Inc., the common stock of Palo Alto Networks, Inc. or the common stock of PayPal Holdings, Inc. Investors in the securities will not participate in any appreciation in the underlying stocks, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying stocks. As a result, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying stocks and received the dividends paid or distributions made on them.

￭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 initial share prices, the downside threshold values, the final share prices, whether a market disruption event has occurred or any antidilution adjustment will be made, the share percent changes or the share performance factors, as applicable, and the payment that you will 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 and the calculation of the final share prices (and of any antidilution adjustments).  These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations, see “Description of Securities—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 securities on the pricing date.

￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying stocks), including trading in the underlying stocks and in options contracts on the underlying stocks as well as in other instruments related to the underlying stocks. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the underlying stocks and other financial instruments related to the underlying stocks 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 share price of an underlying stock, and, therefore, could increase the value at or above which such underlying stock must close on the valuation date so that you do not suffer a significant loss on your initial investment in the securities (depending also on the performance of the other underlying stocks). Additionally, such hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the value of any underlying stock on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity, if any (depending also on the performance of the other underlying stocks).

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

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

Risks Relating to the Underlying Stocks

￭You are exposed to the price risk of each underlying stock. Your return on the securities is not linked to a basket consisting of all three underlying stocks. Rather, it will be based upon the independent performance of each underlying stock. 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 stock. Poor performance by any underlying stock over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying stocks. If the final share price of any underlying stock declines to below 65% of its respective initial share price, you will be fully exposed to the negative performance of the worst performing underlying stock at maturity, even if the other underlying stocks have appreciated or have not declined as much. Accordingly, your investment is subject to the price risk of all three underlying stocks.

August 2024 Page 9

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

￭No affiliation with NIKE, Inc., Palo Alto Networks, Inc. or PayPal Holdings, Inc. NIKE, Inc., Palo Alto Networks, Inc. and PayPal Holdings, Inc. are not affiliates of ours, are not involved with this offering in any way, and have no obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have not made any due diligence inquiry with respect to NIKE, Inc., Palo Alto Networks, Inc. or PayPal Holdings, Inc. in connection with this offering.

￭We may engage in business with or involving NIKE, Inc., Palo Alto Networks, Inc. or PayPal Holdings, Inc. without regard to your interests. We or our affiliates may presently or from time to time engage in business with NIKE, Inc., Palo Alto Networks, Inc. or PayPal Holdings, Inc. without regard to your interests and thus may acquire non-public information about NIKE, Inc., Palo Alto Networks, Inc. or PayPal Holdings, Inc. 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 NIKE, Inc., Palo Alto Networks, Inc. or PayPal Holdings, Inc., which may or may not recommend that investors buy or hold the underlying stock(s).

￭Because the securities are linked to the performance of the worst performing underlying stock, you are exposed to greater risk of sustaining a significant loss on your investment than if the securities were linked to just one underlying stock. The risk that you will suffer a significant 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 stock. With three underlying stocks, it is more likely that the final share price of any underlying stock will decline to below its respective downside threshold value than if the securities were linked to only one underlying stock. Therefore, it is more likely that you will suffer a significant loss on your investment.

￭The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks. MS & Co., as calculation agent, will adjust the adjustment factors for certain corporate events affecting the underlying stocks, such as stock splits, stock dividends and extraordinary dividends, and for certain other corporate actions involving the underlying stocks. However, the calculation agent will not make an adjustment for every corporate event that can affect the underlying stocks. In addition, no adjustments will be made for regular cash dividends, which are expected to reduce the price of the underlying stocks by the amount of such dividends. If an event occurs that does not require the calculation agent to adjust an adjustment factor, such as a regular cash dividend, the market price of the securities and your return on 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 market price of the securities. For example, if the record date for a regular cash dividend were to occur on or shortly before the valuation date, this may decrease the final share price to be less than the respective downside threshold value (resulting in a loss of a significant portion or all of your investment in the securities), materially and adversely affecting your return.

August 2024 Page 10

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

NIKE, Inc. Overview

NIKE, Inc., designs, develops and markets athletic footwear, apparel, equipment and accessory products. The NKE Stock 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 by Starbucks Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-10635 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Starbucks Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the NKE Stock is accurate or complete.

Information as of market close on July 30, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the NKE Stock for each quarter from January 1, 2021 through July 30, 2024. The closing price of the NKE Stock on July 30, 2024 was $74.32. The associated graph shows the closing prices of the NKE Stock for each day from January 1, 2019 through July 30, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical performance of the NKE Stock should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the NKE Stock on the valuation date.

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

August 2024 Page 11

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the NKE Stock or other securities of NIKE, Inc. We have derived all disclosures contained in this document regarding NKE Stock 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 NIKE, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding NIKE, Inc. 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 NKE Stock (and therefore the price of the NKE Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning NIKE, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the NKE Stock.

August 2024 Page 12

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Palo Alto Networks, Inc. Overview

Palo Alto Networks, Inc. provides network security solutions. The PANW Stock is registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Starbucks Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-35594 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Starbucks Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the PANW Stock is accurate or complete.

Information as of market close on July 30, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the PANW Stock for each quarter from January 1, 2021 through July 30, 2024. The closing price of the PANW Stock on July 30, 2024 was $317.51. The associated graph shows the closing prices of the PANW Stock for each day from January 1, 2019 through July 30, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical performance of the PANW Stock should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the PANW Stock on the valuation date.

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

August 2024 Page 13

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the PANW Stock or other securities of Palo Alto Networks, Inc. We have derived all disclosures contained in this document regarding PANW Stock 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 Palo Alto Networks, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Palo Alto Networks, Inc. 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 PANW Stock (and therefore the price of the PANW Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Palo Alto Networks, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the PANW Stock.

August 2024 Page 14

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

PayPal Holdings, Inc. Overview

PayPal Holdings, Inc. is a technology platform and digital payments company. The PYPL Stock is registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Starbucks Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-36859 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Starbucks Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the PYPL Stock is accurate or complete.

Information as of market close on July 30, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the PYPL Stock for each quarter from January 1, 2021 through July 30, 2024. The closing price of the PYPL Stock on July 30, 2024 was $64.00. The associated graph shows the closing prices of the PYPL Stock for each day from January 1, 2019 through July 30, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical performance of the PYPL Stock should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the PYPL Stock on the valuation date.

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

August 2024 Page 15

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the PYPL Stock or other securities of PayPal Holdings, Inc. We have derived all disclosures contained in this document regarding PYPL Stock 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 PayPal Holdings, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding PayPal Holdings, Inc. 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 PYPL Stock (and therefore the price of the PYPL Stock at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning PayPal Holdings, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the PYPL Stock.

August 2024 Page 16

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Additional Terms of the Securities

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

August 2024 Page 17

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

Additional Information About the Securities

August 2024 Page 18

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

August 2024 Page 19

Morgan Stanley Finance LLC

Enhanced Trigger Jump Securities Based on the Worst Performing of the Class B Common Stock of NIKE, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of PayPal Holdings, Inc. due August 20, 2026

Principal at Risk Securities

August 2024 Page 20