[424B2] Morgan Stanley Prospectus Supplement

Rhea-AI Filing Summary

Morgan Stanley Finance LLC (Series A) has filed Pricing Supplement No. 9,201 for a small ($604,000) offering of Contingent Income Auto-Callable Notes due July 12, 2030, fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the worst performer among three underliers – the Nikkei 225 (NKY 39,821.28), the EURO STOXX 50 (SX5E 5,445.65) and the SPDR Gold Trust (GLD $305.52) – all fixed at their July 9 2025 closing levels.

Key economic terms

• Stated principal: $1,000 per note; denomination $1,000.
• Issue price: $1,000; net proceeds $994 after $6 advisory-account concession.
• Aggregate principal: $604,000.
• Contingent coupon: 6.60% p.a. (≈$5.50 monthly) paid only if each underlier’s closing level is ≥ its coupon-barrier (85% of initial).
• Automatic early redemption: begins July 8 2026; triggered when each underlier ≥ 100% of initial (call-threshold). Early redemption pays principal + contingent coupon; thereafter no further payments.
• Maturity payment: If not called, investors receive full principal plus final coupon (if barrier satisfied); no participation in upside.
• Credit: unsecured obligations of MSFL, guaranteed by Morgan Stanley; CUSIP 61778NGQ8.
• Estimated value on the pricing date: $977.60 (≈2.2% below issue price), reflecting internal funding rate and structuring/hedging costs.

Risk highlights (selected from the 11-page risk section)

• Coupons are contingent; investors may receive few or no payments over the five-year term.
• Worst-performing methodology increases likelihood of coupon loss and call failure.
• Early redemption risk: investment horizon may shorten; reinvestment at comparable yield may be unavailable.
• Secondary market likely illiquid; notes not exchange-listed; MS & Co. may discontinue making a market at any time.
• Estimated value is below issue price; secondary pricing will reflect wider spreads and issuer credit risk.
• All cash flows subject to Morgan Stanley credit; MSFL is a financing subsidiary with no independent assets.

Tax treatment – Issuer intends to treat the notes as Contingent Payment Debt Instruments (CPDI); comparable yield 4.5782% p.a. Accrual-based OID schedule provided; non-U.S. holders expected to be outside scope of Section 871(m) (non-delta-one exemption until 2027).

Timeline: Strike/Pricing date – July 9 2025; Issue – July 14 2025; first observation Aug 6 2025; first potential call Jul 13 2026; final observation Jul 9 2030; maturity Jul 12 2030.

Overall, the filing offers a detailed description of a niche, fee-based advisory product designed for investors seeking conditional income with principal protection but willing to bear issuer credit risk and the possibility of zero coupons.

Positive

• Principal returned at maturity regardless of underlier performance, providing full downside protection on capital.
• Contingent coupon of 6.60% per annum offers above-market income potential if barriers are met.

Negative

• Coupons may be zero for the entire five-year term if any underlier closes below its 85% barrier on observation dates.
• Worst-performing methodology materially increases probability of missing coupons and failing call condition.
• Estimated value ($977.60) is below issue price, indicating up-front economic cost to investors.
• Notes are illiquid and unlisted; MS & Co. may cease market-making at any time.
• All payments subject to Morgan Stanley credit risk; MSFL has no independent assets.

Insights

Structured-Products Analyst

TL;DR

Low-volume issue offers 6.6% contingent yield and 100% principal at maturity, but payments hinge on worst-performer test; liquidity and credit risks remain.

Assessment: The $604k size is immaterial to Morgan Stanley’s capital structure, so there is no corporate-level impact. For investors, the structure is straightforward: monthly coupons only when all three assets stay above 85% of initial; otherwise zero. This worst-of design, coupled with strong historical correlation between NKY and SX5E, materially reduces coupon frequency versus single-index notes. Principal is returned at maturity irrespective of underlier performance, positioning the note as a capital-protected income play rather than a growth vehicle.

Pricing & Value: The estimated value (98% of par) implies roughly 220 bp total structuring/hedging cost; advisory-account placement avoids embedded sales commission, modestly improving investor economics relative to broker-sold counterparts.

Liquidity & Marketability: Absence of listing and small float mean secondary trades, if any, will price at issuer bid only. Investors should be prepared to hold to call or maturity.

Conclusion: Product is fit for yield-seeking investors comfortable with conditional income and MS credit exposure. From an equity-holder perspective, neutral.

Pricing Supplement No. 9,201

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

Dated July 9, 2025

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Contingent Income Auto-Callable Notes due July 12, 2030

Based on the Worst Performing of the Nikkei Stock Average, the EURO STOXX 50® Index and the SPDR® Gold Trust

Fully and Unconditionally Guaranteed by Morgan Stanley

￭The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The notes have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The notes do not provide for the regular payment of interest.

￭Contingent coupon. The notes will pay a contingent coupon but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. However, if the closing level of any underlier is less than its coupon barrier level on any observation date, we will pay no interest with respect to the related interest period.

￭Automatic early redemption. The notes will be automatically redeemed if the closing level of each underlier is greater than or equal to its call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further payments will be made on the notes once they have been automatically redeemed.

￭Payment at maturity. If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) the stated principal amount at maturity.

￭The value of the notes is based on the worst performing underlier. The fact that the notes are linked to more than one underlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its initial level adversely affect your return on the notes, even if the other underliers have appreciated or have not declined as much.

￭The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no coupons over the entire term of the notes. You will not participate in any appreciation of any underlier. The notes 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 notes 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.

FINAL TERMS
Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Stated principal amount:	$1,000 per note
Issue price:	$1,000 per note (see “Commissions and issue price” below ) 
Aggregate principal amount:	$604,000
Underliers:	Nikkei Stock Average (the “NKY Index”), EURO STOXX 50® Index (the “SX5E Index”) and SPDR® Gold Trust (the “GLD Fund”). We refer to each of the NKY Index and the SX5E Index as an underlying index. We refer to the GLD Fund as an underlying fund.
Strike date:	July 9, 2025
Pricing date:	July 9, 2025
Original issue date:	July 14, 2025
Final observation date:	July 9, 2030, subject to postponement for non-trading days and certain market disruption events
Maturity date:	July 12, 2030
 	Terms continued on the following page
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
Estimated value on the pricing date:	$977.60 per note. See “Estimated Value of the Notes” on page 4.
Commissions and issue price:	Price to public	Agent’s commissions and fees(1)(2)	Proceeds to us(3)
Per note	$1,000	$6	$994
Total	$604,000	$3,624	$600,376

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

(2)MS & Co. expects to sell all of the notes that it purchases from us to an unaffiliated dealer at a price of $994 per note, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per note. MS & Co. will not receive a sales commission with respect to the notes. 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” in the accompanying product supplement.

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

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

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

You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index 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 Notes” and “Additional Information About the Notes” at the end of this document.

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

Product Supplement for Notes dated February 7, 2025   Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024

 

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Terms continued from the previous page
Automatic early redemption:	The notes are not subject to automatic early redemption until the first redemption determination date. If, on any redemption determination date, the closing level of each underlier is greater than or equal to its call threshold level, the notes will be automatically redeemed for the early redemption payment on the related early redemption date. No further payments will be made on the notes once they have been automatically redeemed. The notes will not be redeemed on any early redemption date if the closing level of any underlier is less than its call threshold level on the related redemption determination date.
Early redemption payment:	The stated principal amount plus the contingent coupon with respect to the related interest period
Contingent coupon:	A contingent coupon at an annual rate of 6.60% will be paid on the notes on each coupon payment date but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. If, on any observation date, the closing level of any underlier is less than its coupon barrier level, we will pay no coupon with respect to the applicable interest period.
Payment at maturity per note:	If the notes have not been automatically redeemed prior to maturity, the payment at maturity will be the stated principal amount plus the contingent monthly coupon with respect to the final observation date, if payable.
Coupon barrier level:	With respect to the NKY Index, 33,848.088, which is 85% of its initial level With respect to the SX5E Index, 4,628.803, which is approximately 85% of its initial level With respect to the GLD Fund, $259.692, which is 85% of its initial level
Call threshold level:	With respect to the NKY Index, 39,821.28, which is 100% of its initial level With respect to the SX5E Index, 5,445.65, which is 100% of its initial level With respect to the GLD Fund, $305.52, which is 100% of its initial level
Redemption determination dates:	July 8, 2026, October 7, 2026, January 6, 2027, April 7, 2027, July 7, 2027, October 6, 2027, January 6, 2028, April 7, 2028, July 7, 2028, October 6, 2028, January 9, 2029, April 9, 2029, July 9, 2029, October 9, 2029, January 9, 2030 and April 9, 2030, subject to postponement for non-trading days and certain market disruption events
First redemption determination date:	July 8, 2026. Under no circumstances will the notes be redeemed prior to the first redemption determination date.
Early redemption dates:	July 13, 2026, October 13, 2026, January 12, 2027, April 12, 2027, July 12, 2027, October 12, 2027, January 12, 2028, April 12, 2028, July 12, 2028, October 12, 2028, January 12, 2029, April 12, 2029, July 12, 2029, October 12, 2029, January 15, 2030 and April 12, 2030
Observation dates:	Monthly, three business days before each coupon payment date, subject to postponement for non-trading days and certain market disruption events.
Coupon payment dates:	Monthly, on the 12th calendar day of each month. If any coupon payment date is not a business day, the coupon payment with respect to such date, if any, will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The coupon payment, if any, with respect to the final observation date shall be made on the maturity date. The expected coupon payment dates are set forth under “Observation Dates and Expected Coupon Payment Dates” below.
Initial level:	With respect to the NKY Index, 39,821.28, which is its closing level on the strike date With respect to the SX5E Index, 5,445.65, which is its closing level on the strike date With respect to the GLD Fund, $305.52, which is its closing level on the strike date
Final level:	With respect to each underlier, the closing level on the final observation date
Closing level:	“Closing level” and “adjustment factor” have the meanings set forth under “General Terms of the Notes—Some Definitions” in the accompanying product supplement.
CUSIP:	61778NGQ8
ISIN:	US61778NGQ88
Listing:	The notes will not be listed on any securities exchange.

Observation Dates and Expected Coupon Payment Dates

Observation Dates	Expected Coupon Payment Dates*
August 6, 2025	August 12, 2025
September 9, 2025	September 12, 2025
October 8, 2025	October 14, 2025
November 7, 2025	November 12, 2025
December 9, 2025	December 12, 2025
January 7, 2026	January 13, 2026
February 6, 2026	February 12, 2026

 Page 2

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Observation Dates	Expected Coupon Payment Dates*
March 9, 2026	March 12, 2026
April 8, 2026	April 13, 2026
May 7, 2026	May 12, 2026
June 9, 2026	June 12, 2026
July 8, 2026	July 13, 2026
August 6, 2026	August 12, 2026
September 9, 2026	September 14, 2026
October 7, 2026	October 13, 2026
November 9, 2026	November 12, 2026
December 9, 2026	December 14, 2026
January 6, 2027	January 12, 2027
February 8, 2027	February 12, 2027
March 9, 2027	March 12, 2027
April 7, 2027	April 12, 2027
May 7, 2027	May 12, 2027
June 9, 2027	June 14, 2027
July 7, 2027	July 12, 2027
August 6, 2027	August 12, 2027
September 8, 2027	September 13, 2027
October 6, 2027	October 12, 2027
November 9, 2027	November 12, 2027
December 8, 2027	December 13, 2027
January 6, 2028	January 12, 2028
February 8, 2028	February 14, 2028
March 8, 2028	March 13, 2028
April 7, 2028	April 12, 2028
May 9, 2028	May 12, 2028
June 7, 2028	June 12, 2028
July 7, 2028	July 12, 2028
August 8, 2028	August 14, 2028
September 7, 2028	September 12, 2028
October 6, 2028	October 12, 2028
November 8, 2028	November 13, 2028
December 7, 2028	December 12, 2028
January 9, 2029	January 12, 2029
February 7, 2029	February 13, 2029
March 7, 2029	March 12, 2029
April 9, 2029	April 12, 2029
May 9, 2029	May 14, 2029
June 7, 2029	June 12, 2029
July 9, 2029	July 12, 2029
August 8, 2029	August 13, 2029
September 7, 2029	September 12, 2029
October 9, 2029	October 12, 2029
November 7, 2029	November 13, 2029
December 7, 2029	December 12, 2029
January 9, 2030	January 15, 2030
February 6, 2030	February 12, 2030
March 7, 2030	March 12, 2030
April 9, 2030	April 12, 2030
May 8, 2030	May 13, 2030
June 7, 2030	June 12, 2030
July 9, 2030 (final observation date)	July 12, 2030 (maturity date)
*After giving effect to expected postponement due to non-business days

 Page 3

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Estimated Value of the Notes

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

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to the underliers. The estimated value of the notes is determined using our own pricing and valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the notes?

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

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

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

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

 Page 4

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether the notes will be automatically redeemed with respect to a redemption determination date, whether a contingent coupon is payable with respect to an observation date and how to calculate the payment at maturity if the notes have not been automatically redeemed prior to maturity. The following examples are for illustrative purposes only. Whether the notes are automatically redeemed prior to maturity will be determined by reference to the closing level of each underlier on each redemption determination date. Whether you receive a contingent coupon will be determined by reference to the closing level of each underlier on each observation date. The payment at maturity will be determined by reference to the closing level of each underlier on the final observation date. The actual initial level, call threshold level and coupon barrier level for each underlier were determined on the strike date. All payments on the notes are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease of analysis. The below examples are based on the following terms:

Stated principal amount:	$1,000 per note
Hypothetical initial level:	With respect to the NKY Index, 100.00* With respect to the SX5E Index, 100.00* With respect to the GLD Fund, $100.00*
Hypothetical call threshold level:	With respect to the NKY Index, 100.00, which is 100% of its hypothetical initial level With respect to the SX5E Index, 100.00, which is 100% of its hypothetical initial level With respect to the GLD Fund, $100.00, which is 100% of its hypothetical initial level
Hypothetical coupon barrier level:	With respect to the NKY Index, 85.00, which is 85% of its hypothetical initial level With respect to the SX5E Index, 85.00, which is 85% of its hypothetical initial level With respect to the GLD Fund, $85.00, which is 85% of its hypothetical initial level
Contingent coupon:	6.60% per annum (corresponding to approximately $5.50 per interest period per note). The actual contingent coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent coupon of $5.50 is used in these examples for ease of analysis.

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

 Page 5

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

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

 	Closing Level			Early Redemption Payment
	NKY Index	SX5E Index	GLD Fund
Hypothetical Redemption Determination Date #1	65.00 (less than its call threshold level)	110.00 (greater than or equal to its call threshold level)	$105.00 (greater than or equal to its call threshold level)	N/A
Hypothetical Redemption Determination Date #2	110.00 (greater than or equal to its call threshold level)	115.00 (greater than or equal to its call threshold level)	$120.00 (greater than or equal to its call threshold level)	$1,000 + $5.50 (the stated principal amount + the contingent coupon with respect to the related interest period) For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the notes have not been previously automatically redeemed)” below.

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

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

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

 Page 6

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

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

 	Closing Level			Payment per Note
	NKY Index	SX5E Index	GLD Fund
Hypothetical Observation Date #1	90.00 (greater than or equal to its coupon barrier level)	95.00 (greater than or equal to its coupon barrier level)	$100.00 (greater than or equal to its coupon barrier level)	$5.50
Hypothetical Observation Date #2	70.00 (less than its coupon barrier level)	65.00 (less than its coupon barrier level)	$105.00 (greater than or equal to its coupon barrier level)	$0
Hypothetical Observation Date #3	110.00 (greater than or equal to its coupon barrier level)	115.00 (greater than or equal to its coupon barrier level)	$105.00 (greater than or equal to its coupon barrier level)	$1,000 + $5.50 (the stated principal amount + the contingent coupon with respect to the related interest period) For more information, please see “How to determine whether the notes will be automatically redeemed with respect to a redemption determination date” above.

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

On hypothetical observation date #2, because the closing level of at least one underlier is less than its coupon barrier level, no contingent coupon is paid on the related coupon payment date.

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

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

 Page 7

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

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

The hypothetical examples below illustrate how to calculate the payment at maturity if the notes have not been automatically redeemed prior to maturity.

 	Final Level			Payment at Maturity per Note
	NKY Index	SX5E Index	GLD Fund
Example #1	  110.00 (greater than or equal to its coupon barrier level)	    130.00 (greater than or equal to its coupon barrier level)	    $125.00 (greater than or equal to its coupon barrier level)	$1,000 + $5.50 (the stated principal amount + the contingent coupon with respect to the final observation date) For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the notes have not been previously automatically redeemed)” above.
Example #2	70.00 (less than its coupon barrier level)	110.00 (greater than or equal to its coupon barrier level)	$105.00 (greater than or equal to its coupon barrier level)	$1,000

In example #1, the final level of each underlier is greater than or equal to its coupon barrier level. Therefore, investors receive at maturity the stated principal amount plus the contingent coupon with respect to the final observation date. Investors do not participate in any appreciation of any underlier.

In example #2, the final level of at least one underlier is less than its coupon barrier level. Therefore, investors receive at maturity the stated principal amount. No contingent coupon will be paid with respect to the final observation date.

 

 Page 8

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Risk Factors

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

Risks Relating to an Investment in the Notes

￭The notes do not provide for the regular payment of interest. The terms of the notes differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the notes will pay a contingent coupon on a coupon payment date but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. However, if the closing level of any underlier is less than its coupon barrier level on any observation date, we will pay no coupon with respect to the applicable interest period. It is possible that the closing level of an underlier will remain below its coupon barrier level for extended periods of time or even throughout the entire term of the notes so that you will receive few or no contingent coupons. If you do not earn sufficient contingent coupons over the term of the notes, the overall return on the notes may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.

￭Payment of the contingent coupon is based on the closing levels of the underliers on only the related 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 related interest period based on the closing level of each underlier on the related observation date. As a result, you will not know whether you will receive the contingent coupon on a coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the closing levels of the underliers on the observation dates, if the closing level of any underlier on any observation date is less than its coupon barrier level, you will receive no coupon with respect to the related interest period, even if the closing level of such underlier was greater than or equal to its coupon barrier level on other days during that interest period and even if the closing levels of the other underliers are greater than or equal to their coupon barrier levels on such observation date.

￭Investors will not participate in any appreciation in the value of any underlier. Investors will not participate in any appreciation in the value of any underlier from the strike date to the final observation date, and the return on the notes will be limited to the contingent coupons that are paid with respect to the observation dates on which the closing level of each underlier is greater than or equal to its coupon barrier level. It is possible that the closing level of an underlier will remain below its coupon barrier level for extended periods of time or even throughout the entire term of the notes so that you will receive few or no contingent coupons.

￭The notes are subject to early redemption risk. The term of your investment in the notes may be shortened due to the automatic early redemption feature of the notes. If the notes are automatically redeemed prior to maturity, you will receive no further payments on the notes, 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 notes be redeemed prior to the first redemption determination date.

￭The market price of the notes may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the notes in the secondary market and the price at which MS & Co. may be willing to purchase or sell the notes in the secondary market. We expect that generally the value of each underlier at any time will affect the value of the notes more than any other single factor. Other factors that may influence the value of the notes include:

othe volatility (frequency and magnitude of changes in value) of the underliers;

ointerest and yield rates in the market;

odividend rates on the underliers; as applicable;

othe level of correlation between the underliers;

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underliers or equity or commodity markets generally;

othe availability of comparable instruments;

othe occurrence of certain events affecting the underlying fund that may or may not require an adjustment to the adjustment factor;

othe composition of each underlier and changes in the component securities of each underlier;

othe time remaining until the notes mature; and

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

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

 Page 9

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

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

￭The notes 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 notes. You are dependent on our ability to pay all amounts due on the notes, and, therefore, you are subject to our credit risk. The notes are not guaranteed by any other entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the notes prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the notes.

￭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 notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes 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 notes 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 notes in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

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

￭The estimated value of the notes 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 notes than those generated by others, including other dealers in the market, if they attempted to value the notes. 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 notes in the secondary market (if any exists) at any time. The value of your notes 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 notes may be influenced by many unpredictable factors” above.

￭The notes will not be listed on any securities exchange and secondary trading may be limited. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at any time. 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 notes, 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 notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Since other broker-dealers may not participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time,

 Page 10

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

MS & Co. were to cease making a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

￭As discussed in more detail in the accompanying product supplement, investing in the notes is not equivalent to investing in the underlier(s).

￭You may be required to recognize taxable income on the notes prior to maturity. We intend to treat the notes as contingent payment debt instruments for U.S. federal income tax purposes. If you are a U.S. investor in a note, under the treatment of a note as a contingent payment debt instrument, you will generally be required to recognize taxable interest income in each year that you hold the note. In addition, any gain you recognize under the rules applicable to contingent payment debt instruments will generally be treated as ordinary interest income rather than capital gain. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes.

Risks Relating to the Underlier(s)

￭Because your return on the notes will depend upon the performance of the underlier(s), the notes are subject to the following risk(s), as discussed in more detail in the accompanying product supplement.

oYou are exposed to the price risk of each underlier.

oBecause the notes are linked to the performance of the worst performing underlier, you are exposed to a greater risk of not receiving a positive return on your investment than if the notes were linked to just one underlier.

oAdjustments to an underlying fund or the index tracked by such underlying fund could adversely affect the value of the notes.

oThe performance and market price of an underlying fund, particularly during periods of market volatility, may not correlate with the performance of its share underlying index, the performance of the component securities of its share underlying index or the net asset value per share of such underlying fund.

oInvestments linked to commodities are subject to sharp fluctuations in commodity prices.

oSingle commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally.

oThe performance and market price of an underlying fund, particularly during periods of market volatility, may not correlate with the performance of its share underlying commodity or the net asset value per share of such underlying fund.

oThe anti-dilution adjustments the calculation agent is required to make do not cover every event that could affect an underlying fund.

oAdjustments to an underlying index could adversely affect the value of the notes.

oThere are risks associated with investments in securities linked to the value of foreign equity securities.

￭The notes are subject to risks associated with gold. The investment objective of the SPDR® Gold Trust (the “Gold Trust”) is to reflect the performance of the price of gold bullion, less the Gold Trust’s expenses. The price of gold to which the return on the notes is linked is the afternoon London gold price per troy ounce of gold for delivery in London through a member of the London Bullion Market Association (the “LBMA”) authorized to effect such delivery. The market for gold bullion is global, and gold prices are subject to volatile price movements over short periods of time. Specific factors affecting the price of gold include economic factors, such as, among other things, the structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (as the currency in which the price of gold is generally quoted), interest rates and gold borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial or other events, as well as wars and political and civil upheavals. Gold prices may also be affected by industry factors such as industrial and jewelry demand, lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions that hold gold, sales of gold recycled from jewelry, as opposed to newly produced gold, in particular as the result of financial crises, levels of gold production and production costs in major gold-producing nations such as South Africa, the United States and Australia, non-concurrent trading hours of gold markets and short-term changes in supply and demand because of trading activities in the gold markets. It is not possible to predict the aggregate effect of any or all of these factors. The price of gold may be, and has recently been, extremely volatile, and we can give you no assurance that such volatility will lessen.

￭There are risks relating to trading of commodities on the London Bullion Market Association. The price of gold is determined by the LBMA or an independent service-provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA are supervised by the Bank of England and are

 Page 11

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of regulation not currently in place, the role of the LBMA gold price as a global benchmark for the value of gold may be adversely affected. The LBMA is a principals’ market that operates in a manner more closely analogous to an over-the-counter physical commodity market than a regulated futures markets, and certain features of U.S. futures contracts are not present in the context of LBMA trading. For example, there are no daily price limits on the LBMA that would otherwise restrict fluctuations in the prices of LBMA contracts. In a declining market, it is possible that prices would continue to decline without limitation within a trading day or over a period of trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA gold price, which could adversely affect the value of the notes. The LBMA, or an independent service-provider appointed by the LBMA, will have no obligation to consider your interests in calculating or revising the LBMA gold price.

￭Suspensions or disruptions of market trading in commodity and related futures markets could adversely affect the value of the notes. The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the underlier and, therefore, the value of the notes.

Risks Relating to Conflicts of Interest

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

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the notes. As calculation agent, MS & Co. will make any determinations necessary to calculate any payment(s) on the notes. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, which may adversely affect your return on the notes. In addition, MS & Co. has determined the estimated value of the notes on the pricing date.

￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes.

 Page 12

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Historical Information

Nikkei Stock Average Overview

Bloomberg Ticker Symbol: NKY

The Nikkei Stock Average is an index that measures the composite price performance of 225 underlying stocks, which represent a broad cross-section of Japanese industries, trading on the Prime Market of the Tokyo Stock Exchange (the “TSE”). The underlying index publisher with respect to the Nikkei Stock Average is Nikkei Inc., or any successor thereof. Stocks must be listed on the Prime Market of the TSE in order to be included in the Nikkei Stock Average. Nikkei Inc. rules require that the 75 most liquid issues (one-third of the component count of the Nikkei Stock Average) be included in the Nikkei Stock Average. Nikkei Inc., formerly known as Nihon Keizai Shimbun, Inc., first calculated and published the Nikkei Stock Average in 1970. The 225 companies included in the Nikkei Stock Average are divided into six sector categories: technology, financials, consumer goods, materials, capital goods/others and transportation and utilities. For additional information about the Nikkei Stock Average, see the information set forth under “Nikkei Stock Average” in the accompanying index supplement.

The closing level of the NKY Index on July 9, 2025 was 39,821.28. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

NKY Index Daily Closing Levels

January 1, 2020 to July 9, 2025

 

 Page 13

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

EURO STOXX 50® Index Overview

Bloomberg Ticker Symbol: SX5E

The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders among the 20 STOXX® supersectors, which includes stocks selected from the Eurozone. The underlying index publisher with respect to the EURO STOXX 50® Index is STOXX® Limited, or any successor thereof. The EURO STOXX 50® Index was first published on February 26, 1998 with a base value of 1,000 as of December 31, 1991. The component stocks of the EURO STOXX 50® Index have a high degree of liquidity and represent the largest companies across all market sectors. For additional information about the EURO STOXX 50® Index, see the information set forth under “EURO STOXX 50® Index” in the accompanying index supplement.

The closing level of the SX5E Index on July 9, 2025 was 5,445.65. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

SX5E Index Daily Closing Levels

January 1, 2020 to July 9, 2025

 

 Page 14

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

SPDR® Gold Trust Overview

Bloomberg Ticker Symbol: GLD UP

The SPDR® Gold Trust (the “Gold Trust”) is an investment trust, sponsored by World Gold Trust Services, LLC (“World Gold”) and marketed by State Street Global Advisors Funds Distributors, LLC, that seeks to provide investment results that reflect the performance of the price of gold bullion, which is its share underlying commodity, less its expenses. The Gold Trust holds gold bars. Information about the Gold Trust provided to or filed with the Securities and Exchange Commission by World Gold pursuant to the Securities Act of 1933 can be located by reference to Securities and Exchange Commission file number 001-32356 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding the underlier may be obtained from other publicly available sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the underlier is accurate or complete.

We have derived all information regarding the Gold Trust, including its composition and method of calculation, from publicly available information, without independent verification. This information reflects the policies of, and is subject to change by, the Gold Trust and World Gold. BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, is the trustee of the Gold Trust, and HSBC Bank plc is the custodian of the Gold Trust. The Gold Trust is an investment trust. Shares of the Gold Trust trade under the ticker symbol “GLD” on the NYSE Arca, Inc.

The Gold Trust issues shares in exchange for deposits of gold and distributes gold in connection with the redemption of shares. The shares of the Gold Trust are intended to offer investors an opportunity to participate in the gold market by investing in securities. The ownership of the shares of the Gold Trust is intended to overcome certain barriers to entry in the gold market, such as the logistics of buying, storing and insuring gold.

The shares of the Gold Trust represent units of fractional undivided beneficial interest in and ownership of the Gold Trust, the primary asset of which is allocated (or secured) gold. The Gold Trust is not managed like a corporation or an active investment vehicle. The gold held by the Gold Trust will be sold only: (1) on an as-needed basis to pay the Gold Trust’s expenses, (2) in the event the Gold Trust terminates and liquidates its assets or (3) as otherwise required by law or regulation. Effective July 17, 2015, the Gold Trust’s only recurring fixed expense is World Gold’s fee, which accrues daily at an annual rate equal to 0.40% of the daily net asset value of the Gold Trust, in exchange for World Gold assuming the responsibility to pay all ordinary fees and expenses of the Gold Trust.

The closing level of the GLD Fund on July 9, 2025 was $305.52. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.

GLD Fund Daily Closing Levels

January 1, 2020 to July 9, 2025

 

 Page 15

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

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

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

We and/or our affiliates may presently or from time to time engage in business with World Gold. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the underlier, 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 underlier. The statements in the preceding two sentences are not intended to affect the rights of investors in the notes under the securities laws. You should undertake an independent investigation of the underlier as in your judgment is appropriate to make an informed decision with respect to an investment linked to the underlier.

 Page 16

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Additional Terms of the Notes

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

Additional Terms:
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
Denominations:	$1,000 per note and integral multiples thereof
Day-count convention:	Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Interest period:	The period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof.
Amortization period:	The 6-month period following the issue date
Trustee:	The Bank of New York Mellon
Calculation agent:	Morgan Stanley & Co. LLC (“MS & Co.”)

 Page 17

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

Additional Information About the Notes

Additional Information:
Minimum ticketing size:	$1,000 / 1 note
United States federal income tax considerations:	You should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the notes. Generally, this discussion assumes that you purchased the notes for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. You should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a note. The notes should be treated as debt instruments for U.S. federal income tax purposes. Based on current market conditions, we intend to treat the notes for U.S. federal income tax purposes as contingent payment debt instruments, or “CPDIs,” as described in “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Contingent Payment Debt Instruments” in the accompanying product supplement. Under this treatment, regardless of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, adjusted upward or downward to reflect the difference, if any, between the actual and projected payments on the notes during the year. Upon a taxable disposition of a note, you generally will recognize taxable income or loss equal to the difference between the amount received and your tax basis in the notes. You generally must treat any income realized as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss, the deductibility of which is subject to limitations. We have determined that the comparable yield for a note is a rate of 4.5782% per annum, compounded monthly. Based upon our determination of the comparable yield and assuming a monthly accrual period, the following table sets out the “projected payment schedule” per $1,000 principal amount of note, as well as the amount of taxable interest income (without taking into account any adjustment to reflect the difference, if any, between the actual and the projected amount of the contingent payment on a note) that will be deemed to have accrued with respect to a note during each calendar period. Projected Payment Date(s) Projected payment(s) (per $1,000) Accrued OID During Calendar Period (per $1,000) Total Accrued OID (per $1,000) August 12, 2025 $6.5393 $3.7847 $3.5608 September 12, 2025 $6.2801 $3.7638 $7.3646 October 12, 2025 $6.0161 $3.7473 $11.1589 November 12, 2025 $5.7878 $3.7334 $14.9447 December 12, 2025 $5.5817 $3.7222 $18.7229 January 12, 2026 $5.4151 $3.7127 $22.4942 February 12, 2026 $5.2567 $3.7043 $26.2593 March 12, 2026 $5.1076 $3.6974 $30.0186 April 12, 2026 $4.9397 $3.6913 $33.7729 May 12, 2026 $4.7980 $3.6858 $37.5226 June 12, 2026 $4.6644 $3.6812 $41.2683 July 12, 2026 $4.5589 $3.6772 $45.0104 August 12, 2026 $4.4636 $3.6736 $48.7495 September 12, 2026 $4.3629 $3.6707 $52.4858 October 12, 2026 $4.2588 $3.6681 $56.2197 November 12, 2026 $4.1822 $3.6659 $59.9517 December 12, 2026 $4.1104 $3.6641 $63.6819 January 12, 2027 $4.0567 $3.6626 $67.4106 February 12, 2027 $3.9942 $3.6614 $71.1381 March 12, 2027 $3.9405 $3.6605 $74.8646 April 12, 2027 $3.8673 $3.6599 $78.5902 May 12, 2027 $3.7934 $3.6596 $82.3154  

 Page 18

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

  June 12, 2027 $3.7289 $3.6596 $86.0402 July 12, 2027 $3.6900 $3.6599 $89.7651 August 12, 2027 $3.6470 $3.6604 $93.4901 September 12, 2027 $3.6081 $3.6610 $97.2153 October 12, 2027 $3.5436 $3.6619 $100.9411 November 12, 2027 $3.5020 $3.6630 $104.6675 December 12, 2027 $3.4704 $3.6644 $108.3948 January 12, 2028 $3.4382 $3.6658 $112.1230 February 12, 2028 $3.4080 $3.6675 $115.8524 March 12, 2028 $3.3784 $3.6693 $119.5830 April 12, 2028 $3.3301 $3.6713 $123.3149 May 12, 2028 $3.2790 $3.6734 $127.0484 June 12, 2028 $3.2522 $3.6758 $130.7836 July 12, 2028 $3.2273 $3.6783 $134.5206 August 12, 2028 $3.2005 $3.6809 $138.2596 September 12, 2028 $3.1790 $3.6837 $142.0006 October 12, 2028 $3.1434 $3.6867 $145.7438 November 12, 2028 $3.1172 $3.6898 $149.4893 December 12, 2028 $3.1004 $3.6931 $153.2372 January 12, 2029 $3.0803 $3.6966 $156.9875 February 12, 2029 $3.0648 $3.7001 $160.7404 March 12, 2029 $3.0447 $3.7038 $164.4959 April 12, 2029 $2.9990 $3.7076 $168.2541 May 12, 2029 $2.9668 $3.7115 $172.0153 June 12, 2029 $2.9473 $3.7155 $175.7794 July 12, 2029 $2.9278 $3.7197 $179.5467 August 12, 2029 $2.9144 $3.7240 $183.3172 September 12, 2029 $2.8990 $3.7284 $187.0909 October 12, 2029 $2.8660 $3.7330 $190.8680 November 12, 2029 $2.8526 $3.7377 $194.6486 December 12, 2029 $2.8392 $3.7425 $198.4327 January 12, 2030 $2.8271 $3.7473 $202.2204 February 12, 2030 $2.8184 $3.7523 $206.0118 March 12, 2030 $2.8049 $3.7575 $209.8068 April 12, 2030 $2.7646 $3.7627 $213.6057 May 12, 2030 $2.7445 $3.7680 $217.4085 June 12, 2030 $2.7297 $3.7735 $221.2153 July 12, 2030 $1,002.7163 $3.7790 $225.0263 Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount(s) that we will pay on the notes. Possible Alternative Tax Treatment of an Investment in the Notes Due to the absence of authorities that directly address the proper tax treatment of the notes, no assurance can be given that the IRS will accept, or that a court will uphold, the treatment described above. In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning the notes under Treasury regulations governing variable rate debt instruments, as described in “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Variable Rate Debt Instruments” in the accompanying product supplement. Non-U.S. Holders. If you are a Non-U.S. Holder, please also read the section entitled “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities

 Page 19

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Notes

 

	or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain representations made by us, our counsel is of the opinion that Section 871(m) should not apply to the notes with respect to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Additional considerations:	Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the notes, either directly or indirectly.
Supplemental information regarding plan of distribution; conflicts of interest:	MS & Co. expects to sell all of the notes that it purchases from us to an unaffiliated dealer at a price of $994 per note, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per note. MS & Co. will not receive a sales commission with respect to the notes. MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the notes. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.
Validity of the notes:	In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the notes offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such notes will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 26, 2024.
Where you can find more information:	Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement and the index supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement, the index supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about Morgan Stanley and this offering. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the index supplement and the product supplement if you so request by calling toll-free 1-(800)-584-6837. Terms used but not defined in this document are defined in the product supplement, in the index supplement or in the prospectus. Each of the product supplement, the index supplement and the prospectus can be accessed via the hyperlinks set forth on the cover of this document.

 

 Page 20