MS-P Morgan Stanley

December 2024

Amendment No. 1 dated November 29, 2024 relating to

Preliminary Pricing Supplement No. 5,196

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

Dated November 29, 2024

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each of the common stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund, which we refer to collectively as the underlyings, is at or above 70% of its respective initial price, which we refer to as the respective coupon threshold level, on the related observation date. If, however, the determination closing price of any underlying is less than its respective coupon threshold level on any observation date, we will pay no interest for the related monthly period. In addition, the securities will be automatically redeemed if the determination closing price of each underlying is greater than or equal to its respective initial price on any monthly redemption determination date (beginning approximately one year after the original issue date) for the early redemption payment equal to the sum of the stated principal amount plus the related contingent monthly coupon. At maturity, if the securities have not previously been redeemed and the final price of each underlying is greater than or equal to 70% of its respective initial price, which we refer to as the respective downside threshold level, the payment at maturity will be the stated principal amount and the related contingent monthly coupon. However, if the final price of any underlying is less than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying on a 1-to-1 basis and will receive a payment at maturity that is less than 70% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent monthly coupons throughout the 4-year term of the securities. The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest over the entire 4-year term and in exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent monthly coupons is based on the worst performing of the underlyings, the fact that the securities are linked to three underlyings does not provide any asset diversification benefits and instead means that a decline of any underlying below the relevant coupon threshold level will result in no contingent monthly coupons, even if one or both of the other underlyings close at or above the respective coupon threshold levels. Because all payments on the securities are based on the worst performing of the underlyings, a decline beyond the respective coupon threshold level or respective downside threshold level, as applicable, of any underlying will result in no contingent monthly coupon payments or a significant loss of your investment, as applicable, even if one or both of the other underlyings have appreciated or have not declined as much. Investors will not participate in any appreciation of any underlying. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.

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.

(3)See “Use of proceeds and hedging” on page 36.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 13.

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

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

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

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

Product Supplement for Auto-Callable Securities dated November 16, 2023       Index Supplement dated November 16, 2023       Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early Redemption Dates

December 2024 Page 2

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

* The securities are not subject to automatic early redemption until the twelfth coupon payment date, which is December 9, 2025.

December 2024 Page 3

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Investment Summary

Contingent Income Auto-Callable Securities

Principal at Risk Securities

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund (the “securities”) do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon at an annual rate of at least 8.00% but only if the determination closing price of each underlying is at or above 70% of its respective initial price, which we refer to as the respective coupon threshold level, on the related observation date. The actual contingent monthly coupon rate will be determined on the pricing date. If the determination closing price of any underlying is less than its respective coupon threshold level on any observation date, we will pay no coupon for the related monthly period. It is possible that the determination closing price of one or more underlyings will remain below the respective coupon threshold levels for extended periods of time or even throughout the entire 4-year term of the securities so that you will receive few or no contingent monthly coupons during the entire term of the securities. We refer to these coupons as contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date. Even if all of the underlyings were to be at or above the respective coupon threshold levels on some monthly observation dates, one or more underlyings may fluctuate below the respective coupon threshold level(s) on others. In addition, if the securities have not been automatically called prior to maturity and the final price of any underlying is less than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying on a 1-to-1 basis, and will receive a payment at maturity that is less than 70% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent monthly payments throughout the entire 4-year term of the securities.

December 2024 Page 4

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk 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 $953.90, or within $30.00 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 underlyings. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

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

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 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 underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

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

December 2024 Page 5

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Key Investment Rationale

The securities do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each underlying is at or above its respective coupon threshold level on the related observation date. The securities have been designed for investors who are willing to forgo market floating interest rates and risk the loss of principal and accept the risk of receiving few or no coupon payments for the entire 4-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if all of the underlyings close at or above the respective coupon threshold levels on each monthly observation date, unless the securities are redeemed early. The following scenarios are for illustration purposes only to demonstrate how the coupon and the payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed, the contingent coupon may be payable in none of, or some but not all of, the monthly periods during the 4-year term of the securities, and the payment at maturity may be less than 70% of the stated principal amount of the securities and may be zero.

December 2024 Page 6

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 7

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing prices on each monthly observation date, (2) the determination closing prices on each monthly redemption determination date (beginning after one year) and (3) the final prices. Please see “Hypothetical Examples” below for an illustration of hypothetical payouts on the securities.

Diagram #1: Contingent Monthly Coupons (Beginning on the First Coupon Payment Date until Early Redemption or Maturity)

Diagram #2: Automatic Early Redemption

December 2024 Page 8

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Diagram #3: Payment at Maturity if No Automatic Early Redemption Occurs

For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” below.

December 2024 Page 9

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an observation date and how to calculate the payment at maturity, if any, assuming the securities are not redeemed prior to maturity. The following examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be determined by reference to the determination closing price of each underlying on each monthly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the final price of each underlying on the final observation date. The actual initial price, coupon threshold level and downside threshold level for each underlying will be determined on the pricing date. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the following terms:

1 The actual contingent monthly coupon will be an amount determined by the calculation agent based on the actual contingent monthly coupon rate and the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent monthly coupon of $6.667 is used in these examples for ease of analysis.

How to determine whether a contingent monthly coupon is payable with respect to an observation date:

On hypothetical observation date 1, each of the underlyings closes at or above its respective coupon threshold level. Therefore, a hypothetical contingent monthly coupon of $6.667 is paid on the relevant coupon payment date.

December 2024 Page 10

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

On each of hypothetical observation dates 2 and 3, at least one underlying closes at or above its respective coupon threshold level, but one or more of the other underlyings close below the respective coupon threshold level(s). Therefore, no contingent monthly coupon is paid on the relevant coupon payment date.

On hypothetical observation date 4, each of the underlyings closes below its respective coupon threshold level, and accordingly no contingent monthly coupon is paid on the relevant coupon payment date.

You will not receive a contingent monthly coupon on any coupon payment date if the determination closing price of any underlying is below its respective coupon threshold level on the related observation date.

How to calculate the payment at maturity (if the securities have not been automatically redeemed):

Beginning after one year, if the final price of each underlying is greater than or equal to its initial price on any monthly redemption determination date, the securities will be automatically redeemed for an early redemption payment equal to the stated principal amount for each security plus the contingent monthly coupon with respect to the related observation date. In the following examples, one or more underlyings close below the respective initial price(s) on each redemption determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

In examples 1 and 2, the final price(s) of one or two of the underlyings are at or above the respective downside threshold level(s), but the final price(s) of one or both of the other underlyings are below the respective downside threshold level(s). Therefore, investors are exposed to the downside performance of the worst performing underlying at maturity and receive at maturity an amount equal to the stated principal amount multiplied by the underlying performance factor of the worst performing underlying. Moreover, investors do not receive any contingent monthly coupon for the final monthly period.

December 2024 Page 11

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Similarly, in examples 3 and 4, the final prices of all of the underlyings are below the respective downside threshold levels, and investors receive at maturity an amount equal to the stated principal amount multiplied by the underlying performance factor of the worst performing underlying. In example 3, the WMT Stock has declined 65% from its initial price to its final price, the ITA Shares has declined 80% from its initial price to its final price and the XLF Shares have declined 75% from the initial price to the final price. Therefore, the payment at maturity equals the stated principal amount multiplied by the underlying performance factor of the ITA Shares, which represents the worst performing underlying in this example. In example 4, the WMT Stock has declined 65% from its initial price to its final price, the ITA Shares has declined 70% from its initial price to its final price and the XLF Shares have declined 80% from the initial price to the final price. Therefore, the payment at maturity equals the stated principal amount multiplied by the underlying performance factor of the XLF Shares, which represent the worst performing underlying in this example. Moreover, investors do not receive the contingent monthly coupon for the final monthly period.

In example 5, the final price of each underlying is at or above its respective downside threshold level and coupon threshold level. Therefore, investors receive at maturity the stated principal amount of the securities plus the contingent monthly coupon with respect to the final observation date. However, investors do not participate in any appreciation of any of the underlyings.

If the securities are not redeemed prior to maturity and the final price of ANY underlying is below its respective downside threshold level, you will be exposed to the downside performance of the worst performing underlying at maturity, and your payment at maturity will be less than 70% of the stated principal amount per security and could be zero.

December 2024 Page 12

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

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, index 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 guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the return of any of the principal amount at maturity. If the securities have not been automatically redeemed prior to maturity and if the final price of any underlying is less than its respective downside threshold level of 70% of the initial price, you will be exposed to the decline in the closing price of the worst performing underlying, as compared to its initial price, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal to the stated principal amount multiplied by the underlying performance factor of the worst performing underlying. In this case, the payment at maturity will be less than 70% of the stated principal amount and could be zero. You could lose up to your entire investment in the securities.

￭The securities do not provide for the regular payment of interest and may pay no interest over the entire term of the securities. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the determination closing price of each underlying is at or above 70% of its respective initial price, which we refer to as the respective coupon threshold level, on the related observation date. If, on the other hand, the determination closing price of any underlying is less than its respective coupon threshold level on the relevant observation date for any interest period, we will pay no coupon on the applicable coupon payment date. It is possible that the determination closing price(s) of one or more underlyings could remain below the respective coupon threshold level(s) for extended periods of time or even throughout the entire 4-year term of the securities so that you will receive few or no contingent monthly coupons. If you do not earn sufficient contingent coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.

￭The contingent coupon, if any, is based only on the determination closing prices of the underlyings on the related monthly observation date at the end of the related interest period. Whether the contingent coupon will be paid on any coupon payment date will be determined at the end of the relevant interest period based on the determination closing price of each underlying on the relevant monthly observation date. As a result, you will not know whether you will receive the contingent coupon on any coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the price of each underlying on monthly observation dates, if the determination closing price of any underlying on any observation date is below the respective coupon threshold level, you will receive no coupon for the related interest period, even if the price(s) of one or more of the underlyings were higher on other days during that interest period.

￭Investors will not participate in any appreciation in the price of any underlying. Investors will not participate in any appreciation in the price of any underlying from its initial price, and the return on the securities will be limited to the contingent monthly coupon, if any, that is paid with respect to each observation date on which all determination closing prices are greater than or equal to the respective coupon threshold levels, if any.

￭The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the prices of the underlyings on any day, including in relation to the respective coupon threshold levels and downside threshold levels, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

othe trading price and volatility (frequency and magnitude of changes in value) of each underlying and of the stocks composing the share underlying indices,

owhether the determination closing price of any underlying has been below its respective coupon threshold level on any observation date,

odividend rates on the WMT Stock and the securities underlying the share underlying indices,

December 2024 Page 13

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the WMT Stock and the component stocks of the share underlying indices or securities markets generally and which may affect the value of each underlying,

othe time remaining until the securities mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

othe composition of the share underlying indices and changes in their constituent stocks

othe occurrence of certain events affecting the underlyings that may or may not require an adjustment to the 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 securities will be affected by the other factors described above. Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. For example, you may have to sell your securities at a substantial discount from the stated principal amount of $1,000 per security if the price of any underlying at the time of sale is near or below its respective coupon threshold level, and especially if the price of any underlying at the time of sale is near or below its respective downside threshold level, or if market interest rates rise.

The prices of the underlyings may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. The price of one or more of the underlyings may decrease and close below the respective coupon threshold level(s) on each observation date so that you will receive no return on your investment, and the price of one or more underlyings may decrease and close below the respective downside threshold level on the final observation date so that you receive a payment at maturity that is less than 70% of the stated principal amount. There can be no assurance that the determination closing prices of all of the underlyings will be at or above the respective coupon threshold levels on any observation date so that you will receive a coupon payment on the securities for the applicable interest period, or, with respect to the final observation date, that the closing prices of all of the underlyings will be at or above the respective downside threshold levels so that you do not suffer a significant loss on your initial investment in the securities. See “Walmart Inc. Overview,” “iShares® U.S. Aerospace & Defense ETF Overview,” and “Financial Select Sector SPDR® Fund Overview” below.

￭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 on each coupon payment date, upon automatic redemption and at maturity and therefore you are subject to our credit risk. The securities are not guaranteed by any other entity. 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.

￭Reinvestment risk. The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will receive no more contingent monthly coupons and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be redeemed in the first year of the term of the securities.

￭Investing in the securities is not equivalent to investing in any of the underlyings or the share underlying indices. Investors in the securities will not participate in any appreciation in the underlyings, and will not have voting rights or rights to

December 2024 Page 14

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

receive dividends or other distributions or any other rights with respect to the WMT Stock or the stocks that constitute the share underlying indices. As a result, any return on the securities will not reflect the return you would realize if you actually owned shares of the WMT Stock and received the dividends paid or distributions made on them.

￭The securities will not be listed on any securities exchange and secondary trading may be limited, and accordingly, you should be willing to hold your securities for the entire 4-year term of the securities. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. 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 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., may be 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 underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

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

￭Hedging and trading activity by our affiliates could potentially 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 underlyings), including trading in the underlyings. Some of our affiliates also trade the underlyings and other financial instruments related to the underlyings on a regular basis as part of their general broker-dealer and other businesses. 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 final observation date approaches. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial price of an underlying, and, therefore, could increase (i) the price at or above which such underlying must close on the redemption determination dates so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlyings), (ii), the coupon threshold level for such underlying, which is the price at or above

December 2024 Page 15

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

which such underlying must close on the observation dates so that you receive a contingent monthly coupon on the securities (depending also on the performance of the other underlyings), and (iii) the downside threshold level for such underlying, which is the price at or above which such underlying must close on the final observation date, so that you are not exposed to the negative performance of the worst performing underlying at maturity (depending also on the performance of the other underlyings). Additionally, such hedging or trading activities during the term of the securities could potentially affect the price of any underlying on the redemption determination dates and the observation dates, and, accordingly, whether we redeem the securities prior to maturity, whether we pay a contingent monthly coupon on the securities and the amount of cash you will receive at maturity, if any (depending also on the performance of the other underlyings).

￭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 prices, the coupon threshold levels and the downside threshold levels, the final prices, the payment at maturity, if any, whether you receive a contingent monthly coupon on each coupon payment date and/or at maturity, and whether the securities will be redeemed on any early redemption date, whether a market disruption event has occurred and whether to make any adjustments to the adjustment factors. 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, any adjustments to the adjustment factors and the selection of a successor index or calculation of a determination closing price of any underlying in the event of a market disruption event or discontinuance of any share underlying indices. These potentially subjective determinations may adversely affect the payout to you upon an automatic early redemption or at maturity, if any. For further information regarding these types of determinations, see "Description of Auto-Callable Securities—Postponement of Determination Dates," "—Alternate Exchange Calculation in Case of an Event of Default,” "—Discontinuance of Any Underlying Index; Alternation of Method of Calculation,” “Discontinuance of the Underlying Shares of an Exchange-Traded Fund and/or Share Underlying Index; Alteration of Method of Calculation,” “—Antidilution Adjustments” 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.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects of the tax treatment of the securities are uncertain.

Please read the discussion under “Additional Information—Tax considerations” in this document concerning the U.S. federal income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you at the time received or accrued, in accordance with your regular method of tax accounting. Under this treatment, the ordinary income treatment of the coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to limitations. We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the timing and character of income or loss on the securities might differ significantly from the tax treatment described herein. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders (as defined below) would be required to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the time of issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent payments on the securities) and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax consequences of an investment in the securities, possibly retroactively.

Non-U.S. Holders (as defined below) should note that we currently intend to withhold on any coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate specified by an applicable income tax treaty under an “other income” or similar provision, and will not be required to pay any additional amounts with respect to amounts withheld.

December 2024 Page 16

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

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 tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlyings

￭You are exposed to the price risk of all of the underlyings, with respect to both the contingent monthly coupons, if any, and the payment at maturity, if any. Your return on the securities is not linked to a basket consisting of the underlyings. Rather, it will be contingent upon the independent performance of each underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each of the underlyings. Poor performance by any underlying over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other underlyings. To receive any contingent monthly coupons, all of the underlyings must close at or above the respective coupon threshold levels on the applicable observation date. In addition, if any underlying has declined to below its respective downside threshold level as of the final observation date, you will be fully exposed to the decline in the worst performing underlying over the term of the securities on a 1-to-1 basis, even if the other underlyings have appreciated or have not declined as much. Under this scenario, the value of any such payment will be less than 70% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of all of the underlyings.

￭No affiliation with Walmart Inc. Walmart Inc. is not an affiliate of ours, is not involved with this offering in any way, and has 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 Walmart Inc. in connection with this offering.

￭We may engage in business with or involving Walmart Inc. without regard to your interests. We or our affiliates may presently or from time to time engage in business with Walmart Inc. without regard to your interests and thus may acquire non-public information about Walmart 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 Walmart Inc., which may or may not recommend that investors buy or hold the underlying.

￭The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the WMT Stock. MS & Co., as calculation agent, will adjust the adjustment factor for certain corporate events affecting the WMT Stock, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving the issuer of the WMT Stock, such as mergers. However, the calculation agent will not make an adjustment for every corporate event that can affect the WMT Stock. For example, the calculation agent is not required to make any adjustments if the issuer of the WMT Stock or anyone else makes a partial tender or partial exchange offer for the WMT Stock, nor will adjustments be made following the final observation date. In addition, no adjustments will be made for regular cash dividends, which are expected to reduce the price of the WMT Stock 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. For example, if the record date for a regular cash dividend were to occur on or shortly before an observation date, this may decrease the determination closing price of the WMT Stock to be less than the respective coupon threshold level (resulting in no contingent monthly coupon being paid with respect to such date) or the final price of the WMT Stock to be less than the respective downside threshold level (resulting in a loss of a significant portion of all of your investment in the securities), materially and adversely affecting your return.

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

￭Adjustments to the XLF Shares and the ITA Shares or the indices tracked by the XLF Shares and the ITA Shares could adversely affect the value of the securities. The investment adviser to each of the XLF Shares and the ITA Shares seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the relevant share underlying index. Pursuant to its investment strategies or otherwise, the investment adviser may add, delete or substitute the securities composing the respective underlying shares. Any of these actions could adversely affect the price of the respective underlying shares and, consequently, the value of the securities. The publishers of the share underlying indices

December 2024 Page 17

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

are responsible for calculating and maintaining the each of the share underlying indices. The publishers of the share underlying indices may add, delete or substitute the securities constituting the share underlying indices or make other methodological changes that could change the level of the share underlying indices. The publishers of the share underlying indices may discontinue or suspend calculation or publication of a share underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued share underlying index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. Any of these actions could adversely affect the price of the XLF Shares and the ITA Shares and, consequently, the value of the securities.

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

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

For all of the foregoing reasons, the performance of each of the underlying shares may not correlate with the performance of its respective share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of such underlying shares.  Any of these events could materially and adversely affect the prices of each of the underlying shares and, therefore, the value of the securities. Additionally, if market volatility or these events were to occur on the final observation date, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to occur, and such determination may affect the payment at maturity of the securities.  If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based solely on the published closing price per share of each of the underlying shares on the final observation date, even if any of the underlying shares is underperforming its respective share underlying index or the component securities of such share underlying index and/or trading below the net asset value per share of such underlying shares.

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the aerospace and defense industry. The securities are subject to certain risks applicable to the aerospace and defense industry. The aerospace and defense industry can be significantly affected by government regulation and spending policies because companies involved in this industry rely, to a significant extent, on government demand for their products and services. The financial condition of these companies is heavily influenced by government defense spending, which may be reduced in efforts to control government budgets. The aerospace industry in particular has recently been affected by adverse economic conditions and consolidation within the industry. The value of the securities may be likely to be more adversely affected by any negative performance of the aerospace and defense industry than a different investment linked to securities that include more diversified stocks across a number of sectors.

￭Investing in the securities exposes investors to risks associated with investments in securities with a concentration in the financial services sector. The stocks included in the Financial Select Sector Index and that are

December 2024 Page 18

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

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

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

December 2024 Page 19

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Walmart Inc. Overview

Walmart Inc. operates discount stores and supercenters offering merchandise such as apparel, housewares, small appliances, electronics and hardware. The WMT 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 (the “Commission”) by Walmart Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-06991 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Walmart Inc. 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 WMT Stock is accurate or complete.

Information as of market close on November 27, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the WMT Stock for each quarter from January 1, 2020 through November 27, 2024. The closing price of the WMT Stock on November 27, 2024 was $91.88. The associated graph shows the closing prices of the WMT Stock for each day from January 1, 2019 through November 27, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the WMT Stock may have been adjusted for stock splits and other corporate events. The historical performance of the WMT Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the WMT Stock at any time, including on the redemption determination dates or the observation dates.

We make no representation as to the amount of dividends, if any, that Walmart Inc. may pay in the future. In any event, as an investor in the Contingent Income Auto-Callable Securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Walmart Inc.

December 2024 Page 20

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

*The red line indicates the downside threshold level, which is 70% of the initial price.

This document relates only to the securities offered hereby and does not relate to the WMT Stock or other securities of Walmart Inc. We have derived all disclosures contained in this document regarding Walmart Inc. 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 Walmart Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Walmart 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 WMT Stock (and therefore the price of the WMT 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 Walmart 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 WMT Stock.

December 2024 Page 21

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

iShares® U.S. Aerospace & Defense ETF Overview

The iShares® U.S. Aerospace & Defense ETF is an exchange-traded fund managed by iShares Trust (“iShares”), a registered investment company. iShares consists of numerous separate investment portfolios, including the iShares® U.S. Aerospace & Defense ETF. BlackRock Fund Advisors is the investment adviser to the iShares® U.S. Aerospace & Defense ETF. The iShares® U.S. Aerospace & Defense ETF is an exchange-traded fund that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Dow Jones U.S. Select Aerospace & Defense Index. It is possible that this fund may not fully replicate the performance of the Dow Jones U.S. Select Aerospace & Defense Index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Commission by iShares pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-92935 and 811-09729, respectively, through the Commission’s website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the ITA Shares is accurate or complete.

Information as of market close on November 27, 2024:

The following graph sets forth the daily closing prices of the ITA Shares for the period from January 1, 2019 through November 27, 2024. The related table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the ITA Shares for each quarter for the period from January 1, 2019 through November 27, 2024. The closing price of the ITA Shares on November 27, 2024 was $153.86. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The XLF Shares have at times experienced periods of high volatility, and you should not take the historical prices of the XLF Shares as an indication of future performance, including on the redemption determination dates or the observation dates.

December 2024 Page 22

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

This document relates only to the securities offered hereby and does not relate to the ITA Shares. We have derived all disclosures contained in this document regarding iShares 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 iShares. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding iShares 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 ITA Shares (and therefore the price of the ITA Shares 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 iShares could affect the value received with respect to the securities and therefore the value of the securities.

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

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

“iShares®” is a registered trademark of BlackRock Fund Advisors (“BFA”). The securities are not sponsored, endorsed, sold, or promoted by BFA. BFA makes no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. BFA has no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

December 2024 Page 23

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Dow Jones U.S. Select Aerospace & Defense Index. The Dow Jones U.S. Select Aerospace & Defense Index measures the performance of the aerospace and defense sector of the U.S. equity market, as defined by S&P® Dow Jones Indices LLC. The Dow Jones U.S. Select Aerospace & Defense Index includes large-, mid- and small-capitalization companies and may change over time.

December 2024 Page 24

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Financial Select Sector SPDR® Fund Overview

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

Information as of market close on November 27, 2024:

The following graph sets forth the daily closing prices of the XLF Shares for the period from January 1, 2019 through November 27, 2024. The related table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the XLF Shares for each quarter for the period from January 1, 2019 through November 27, 2024. The closing price of the XLF Shares on November 27, 2024 was $51.26. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification. The XLF Shares have at times experienced periods of high volatility, and you should not take the historical prices of the XLF Shares as an indication of future performance, including on the redemption determination dates or the observation dates.

December 2024 Page 25

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

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

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

We and/or our affiliates may presently or from time to time engage in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose

December 2024 Page 26

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the XLF Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the XLF Shares.

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

Financial Select Sector Index. The Financial Select Sector Index is calculated and disseminated by S&P® and is designed to provide an effective representation of the financial sector of the S&P 500® Index. The Financial Select Sector Index includes companies in the following industries: diversified financial services, insurance, commercial banks, capital markets, real estate investment trusts (“REITs”), thrift & mortgage finance, consumer finance and real estate management & development. See “S&P® Select Sector Indices—Financial Select Sector Index” in the accompanying index supplement.

December 2024 Page 27

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

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.

December 2024 Page 28

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 29

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 30

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 31

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

Additional Information About the Securities

December 2024 Page 32

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 33

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 34

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 35

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 36

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due December 7, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Walmart Inc., the iShares® U.S. Aerospace & Defense ETF and the Financial Select Sector SPDR® Fund

Principal at Risk Securities

December 2024 Page 37