MS-P Morgan Stanley

 September 2024

Pricing Supplement No. 3,854

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

Dated September 11, 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 September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities 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 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 semi-annual coupon but only if the determination closing price of each of the common stock of Microsoft Corporation, the class A common stock of Meta Platforms, Inc. and the class C capital stock of Alphabet Inc., which we refer to collectively as the underlying stocks, is greater than or equal to 50% of the respective initial share price, which we refer to as the respective downside threshold level, on the related observation date. If the determination closing price of any underlying stock is less than the respective downside threshold level on any observation date, we will pay no interest for the related semi-annual period. However, if the determination closing price of each underlying stock is greater than or equal to the respective downside threshold level on any subsequent observation date, investors will receive, in addition to the contingent semi-annual coupon for the related semi-annual period, any previously unpaid contingent semi-annual coupons from prior observation dates. In addition, the securities will be automatically redeemed if the determination closing price of each underlying stock is greater than or equal to 100% of the respective initial share price, which we refer to as the respective redemption threshold level, on any semi-annual redemption determination date (beginning approximately one year after the original issue date) for the early redemption payment equal to the stated principal amount plus the related contingent semi-annual coupon and any previously unpaid contingent semi-annual coupons from prior observation dates. At maturity, if the securities have not previously been redeemed and the final share price of each underlying stock is greater than or equal to the respective downside threshold level, the payment at maturity will also be the stated principal amount plus the related contingent semi-annual coupon and any previously unpaid contingent semi-annual coupons from prior observation dates. However, if the final share price of any underlying stock is less than the respective downside threshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 50% 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 semi-annual coupons throughout the 3-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 semi-annual interest over the entire 3-year term and in exchange for the possibility of an automatic early redemption prior to maturity. Because the payment of contingent semi-annual coupons is based on the worst performing of the underlying stocks, the fact that the securities are linked to three underlying stocks does not provide any asset diversification benefits and instead means that a decline of any underlying stock below the relevant downside threshold level will result in no contingent semi-annual coupons, even if one or both of the other underlying stocks close at or above the respective downside threshold level(s). Because all payments on the securities are based on the worst performing of the underlying stocks, a decline beyond the respective downside threshold level of any underlying stock will result in no contingent semi-annual coupon payments and a significant loss of your investment, even if one or both of the other underlying stocks have appreciated or have not declined as much. Investors will not participate in any appreciation of any underlying stock. 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)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $20 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for auto-callable securities.

(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $4.444 for each security.

(3)See “Use of proceeds and hedging” on page 28.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11.

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

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

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

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  Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

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

* The securities are not subject to automatic early redemption until the second coupon payment date, which is September 16, 2025.

September 2024 Page 2

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Investment Summary

Contingent Income Auto-Callable Securities

Principal at Risk Securities

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc. (the “securities”) do not provide for the regular payment of interest. Instead, the securities will pay a contingent semi-annual coupon at an annual rate of 10.05% but only if the determination closing price of each underlying stock is greater than or equal to 50% of the respective initial share price, which we refer to as the respective downside threshold level, on the related observation date. If the determination closing price of any underlying stock is less than the respective downside threshold level on any observation date, we will pay no coupon for the related semi-annual period. However, if the determination closing price of each underlying stock is greater than or equal to the respective downside threshold level on any subsequent observation date, investors will receive, in addition to the contingent semi-annual coupon for the related semi-annual period, any previously unpaid contingent semi-annual coupons from prior observation dates. It is possible that the determination closing price of one or more underlying stocks will remain below the respective downside threshold levels for extended periods of time or even throughout the entire 3-year term of the securities so that you will receive few or no contingent semi-annual 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 underlying stocks were to be at or above the respective downside threshold levels on some semi-annual observation dates, one or more underlying stocks may fluctuate below the respective downside threshold level(s) on others, and the underlying stocks may not close at or above the respective downside threshold level on any subsequent observation date, in which case you will not receive payment of any unpaid previously contingent semi-annual coupons. In addition, if the securities have not been automatically called prior to maturity and the final share price of any underlying stock is less than the respective downside threshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis, and will receive a payment at maturity that is less than 50% 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 semi-annual payments throughout the entire 3-year term of the securities.

September 2024 Page 3

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

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 is less than $1,000. We estimate that the value of each security on the pricing date is $968.60.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the contingent semi-annual coupon rate, the redemption 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 underlying stocks, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying stocks, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

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

September 2024 Page 4

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

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 semi-annual coupon but only if the determination closing price of each underlying stock is greater than or equal to the respective downside 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 3-year term of the securities in exchange for an opportunity to earn interest at a potentially above-market rate if each underlying stock closes at or above the respective downside threshold levels, unless the securities are redeemed early. The following scenarios are for illustrative 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 semi-annual periods during the 3-year term of the securities, and the payment at maturity may be less than 50% of the stated principal amount of the securities and may be zero.

September 2024 Page 5

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

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 semi-annual observation date, (2) the determination closing prices on each semi-annual redemption determination date and (3) the final share prices. Please see “Hypothetical Examples” below for an illustration of hypothetical payouts on the securities.

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

Diagram #2: Automatic Early Redemption (Beginning After One Year)

September 2024 Page 6

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

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

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

September 2024 Page 7

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent semi-annual 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 semi-annual coupon will be determined by reference to the determination closing price of each underlying stock on each semi-annual observation date. Whether the securities are redeemed early will be determined by reference to the determination closing price of each underlying stock on each semi-annual redemption determination date (beginning approximately one year after the original issue date) and the payment at maturity, if any, will be determined by reference to the final share price of each underlying stock on the final observation date. The actual initial share price and downside threshold level for each underlying stock are set forth on the cover of this document. 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 semi-annual 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 semi-annual coupon of $50.25 is used in these examples for ease of analysis.

September 2024 Page 8

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

How to determine whether a contingent semi-annual coupon is payable with respect to an observation date:

On hypothetical observation date 1, each underlying stock closes at or above the respective downside threshold level. Therefore, a contingent semi-annual coupon of $50.25 is paid on the relevant coupon payment date.

On hypothetical observation date 2, two underlying stocks close at or above the respective downside threshold levels, but the other underlying stock closes below the respective downside threshold level. Therefore, no contingent semi-annual coupon is paid on the relevant coupon payment date.

On hypothetical observation date 3, each underlying stock closes at or above the respective downside threshold level. Therefore, investors receive the contingent semi-annual coupon with respect to the third observation date as well as the previously unpaid contingent semi-annual coupon with respect to the second observation date.

On hypothetical observation date 4, each underlying stock closes below the respective downside threshold level, and accordingly no contingent semi-annual coupon is paid on the relevant coupon payment date.

You will not receive a contingent semi-annual coupon on any coupon payment date if the determination closing price of any underlying stock is less than the respective downside threshold level on the related observation date.

September 2024 Page 9

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

How to calculate the payment at maturity:

In the following examples, one or more of the underlying stocks close below the respective redemption threshold level(s) on each redemption determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

In example 1, the final share prices of each of the MSFT Stock, META Stock and GOOG Stock are greater than or equal to the respective downside threshold levels. Therefore, investors receive at maturity the stated principal amount of the securities plus the contingent semi-annual coupon with respect to the final observation date and any previously unpaid contingent semi-annual coupons from the prior observation dates. Investors do not participate in the appreciation of any of the underlying stocks.

In examples 2 and 3, the final share prices of two underlying stocks are greater than or equal to the respective downside threshold levels, but the final share price of the other underlying stock is less than the respective downside threshold level. Therefore, investors are exposed to the downside performance of the worst performing underlying stock at maturity and receive an amount equal to the stated principal amount multiplied by the share performance factor of the worst performing underlying stock.

In examples 4 and 5, the final share price of each underlying stock is less than the respective downside threshold levels, and investors receive at maturity an amount equal to the stated principal amount multiplied by the share performance factor of the worst performing underlying stock. In example 4, the MSFT Stock has declined 60% from the respective initial share price to the respective final share price, the META Stock has declined 55% from the respective initial share price to the respective final share price and the GOOG Stock has declined 55% from the respective initial share price to the respective final share price. Therefore, the payment at maturity equals the stated principal amount multiplied by the share performance factor of the MSFT Stock, which represents the worst performing underlying stock in this example. In example 5, the MSFT Stock has declined 55% from the respective initial share price to the respective final share price, the META Stock has declined 70% from the respective initial share price to the respective final share price and the GOOG Stock has declined 55% from the respective initial share price to the respective final share price. Therefore the payment at maturity equals the stated principal amount multiplied by the share performance factor of the META Stock, which represents the worst performing underlying stock in this example.

If the final share price of ANY underlying stock is less than the respective downside threshold level, you will be exposed to the downside performance of the worst performing underlying stock at maturity, and your payment at maturity will be less than 50% of the stated principal amount per security and could be zero.

September 2024 Page 10

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Risk Factors

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

Risks Relating to an Investment in the Securities

￭The securities do not 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 share price of any underlying stock is less than the respective downside threshold level of 50% of the respective initial share price, you will be exposed to the decline in the closing price of the worst performing underlying stock, as compared to the respective initial share 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 share performance factor of the worst performing underlying stock. In this case, the payment at maturity will be less than 50% 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 semi-annual coupon but only if the determination closing price of each underlying stock is greater than or equal to 50% of the respective initial share price, which we refer to as the respective downside threshold level, on the related observation date. If the determination closing price of any underlying stock is less than the respective downside threshold level on the relevant observation date for any interest period, we will pay no coupon on the applicable coupon payment date. However, if the determination closing price of each underlying stock is greater than or equal to the respective downside threshold level on any subsequent observation date, investors will receive, in addition to the contingent semi-annual coupon for the related semi-annual period, any previously unpaid contingent semi-annual coupons from prior observation dates. Nevertheless, it is possible that the determination closing price(s) of one or more underlying stocks could remain below the respective downside threshold level(s) for extended periods of time or even throughout the entire 3-year term of the securities so that you will receive few or no contingent semi-annual 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 underlying stocks on the related semi-annual 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 stock on the relevant semi-annual 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 stock on semi-annual observation dates, if the determination closing price of any underlying stock on any observation date is less than the respective downside threshold level, you will receive no coupon for the related interest period, or any previously unpaid coupons, even if the closing price(s) of one or more of the underlying stocks were higher on other days during that interest period.

￭Investors will not participate in any appreciation in the price of any underlying stock. Investors will not participate in any appreciation in the price of any underlying stock from the respective initial share price, and the return on the securities will be limited to the contingent semi-annual coupon, if any, that is paid with respect to each observation date on which the determination closing price of each underlying stock is greater than or equal to the respective downside 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 underlying stocks on any day, including in relation to the respective 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 the underlying stocks,

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

odividend rates on the underlying stocks,

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying stocks and which may affect the prices of the underlying stocks,

othe time remaining until the securities mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

September 2024 Page 11

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

othe occurrence of certain events affecting the underlying stock 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.

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 stock at the time of sale is near or below the respective downside threshold level or if market interest rates rise.

The prices of the underlying stocks may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. The prices of the underlying stocks may decrease and be below the respective downside threshold level(s) on each observation date so that you will receive no return on your investment and receive a payment at maturity that is less than 50% of the stated principal amount and could be zero. There can be no assurance that the determination closing prices of all of the underlying stocks will be greater than or equal to the respective downside 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, so that you do not suffer a significant loss on your initial investment in the securities. See “Microsoft Corporation Overview,” “Meta Platforms, Inc. Overview” and “Alphabet Inc. 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 semi-annual 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 one year of the term of the securities.

￭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 3-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

September 2024 Page 12

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying stocks, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price 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 underlying stocks), including trading in the underlying stocks. Some of our affiliates also trade the underlying stocks and other financial instruments related to the underlying stocks on a regular basis as part of their general broker-dealer and other businesses. 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 share price of an underlying stock, and, therefore, could potentially increase (i) the price at or above which such underlying stock 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 underlying stocks) and (ii) the downside threshold level for such underlying stock, which is the price at or above which such underlying stock must close on the observation dates so that you receive a contingent semi-annual coupon on the securities (depending also on the performance of the other underlying stocks), and, with respect to the final observation date, so that you are not exposed to the negative performance of the worst performing underlying stock at maturity (depending also on the performance of the other underlying stocks). Additionally, such hedging or trading activities during the term of the securities could potentially affect the price of any underlying stock on the redemption determination dates and the observation dates, and, accordingly, whether we redeem the securities prior to maturity, whether we pay a contingent semi-annual coupon on the securities and the amount of cash you will receive at maturity, if any (depending also on the performance of the other underlying stocks).

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial share prices, the redemption threshold levels, the downside threshold levels, the final share prices, the payment at maturity, if any, whether you receive a contingent semi-annual coupon on each coupon payment date and/or at maturity, 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 and certain adjustments to the adjustment factors. These potentially subjective determinations may 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—Auto-Callable Securities Linked to Underlying Shares” and “—Calculation Agent and Calculations” and related definitions 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

September 2024 Page 13

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

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.

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 Underlying Stocks

￭You are exposed to the price risk of all of the underlying stocks, with respect to both the contingent semi-annual coupons, if any, and the payment at maturity, if any. Your return on the securities is not linked to a basket consisting of the underlying stocks. Rather, it will be contingent upon the independent performance of each underlying stock. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each of the underlying stocks. Poor performance by any underlying stock 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 underlying stocks. To receive any contingent semi-annual coupons, all of the underlying stocks must close at or above the respective downside threshold levels on the applicable observation date. In addition, if any underlying stock has declined to below the respective downside threshold level as of the final observation date, you will be fully exposed to the decline in the worst performing underlying stock over the term of the securities on a 1-to-1 basis, even if the other underlying stocks have appreciated or have not declined as much. Under this scenario, the value of any such payment will be less than 50% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of all of the underlying stocks.

￭Investing in the securities is not equivalent to investing in the common stock of Microsoft Corporation, the class A common stock of Meta Platforms, Inc. or the class C capital stock of Alphabet Inc. Investors in the securities will not participate in any appreciation in the underlying stocks, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying stocks. As a result, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying stocks and received the dividends paid or distributions made on them.

￭No affiliation with Microsoft Corporation, Meta Platforms, Inc. or Alphabet Inc. Microsoft Corporation, Meta Platforms, Inc. and Alphabet Inc. are not affiliates of ours, are not involved with this offering in any way, and have no obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have not made any due diligence inquiry with respect to Microsoft Corporation, Meta Platforms, Inc. or Alphabet Inc. in connection with this offering.

￭We may engage in business with or involving Microsoft Corporation, Meta Platforms, Inc. or Alphabet Inc. without regard to your interests. We or our affiliates may presently or from time to time engage in business with Microsoft Corporation, Meta Platforms, Inc. or Alphabet Inc. without regard to your interests and thus may acquire non-public information about Microsoft Corporation, Meta Platforms, Inc. or Alphabet 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 Microsoft Corporation, Meta Platforms, Inc. or Alphabet Inc., which may or may not recommend that investors buy or hold the underlying stock(s).

￭Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities. Governmental regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding the securities or the underlying stock, or engaging in transactions therein, and any such action could adversely affect the value of the underlying stock or the securities. These regulatory actions could result in

September 2024 Page 14

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

restrictions on the securities and could result in the loss of a significant portion or all of your initial investment in the securities, including if you are forced to divest the securities due to the government mandates, especially if such divestment must be made at a time when the value of the securities has declined.

￭The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks. MS & Co., as calculation agent, will adjust the adjustment factors for certain corporate events affecting the underlying stocks, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving the issuers of the underlying stocks, such as mergers. However, the calculation agent will not make an adjustment for every corporate event that can affect the underlying stocks. For example, the calculation agent is not required to make any adjustments if the issuers of the underlying stocks or anyone else makes a partial tender or partial exchange offer for the underlying stocks, 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 underlying stocks by the amount of such dividends. If an event occurs that does not require the calculation agent to adjust an adjustment factor, such as a regular cash dividend, the market price of the securities and your return on the securities may be materially and adversely affected. 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 an underlying stock to be less than the downside threshold level (resulting in no contingent semi-annual coupon being paid with respect to such date) or the final share price of an underlying stock to be less than the 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.

September 2024 Page 15

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Microsoft Corporation Overview

Microsoft Corporation develops, licenses and supports a range of software products and services, designs, manufactures and sells devices and delivers online advertising to a global customer audience. The MSFT Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by Microsoft Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-37845 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Microsoft Corporation may be obtained from other publicly available sources. 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 MSFT Stock is accurate or complete.

Information as of market close on September 11, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the MSFT Stock for each quarter from January 1, 2021 through September 11, 2024. The closing price of the MSFT Stock on September 11, 2024 was $423.04. The associated graph shows the closing prices of the MSFT Stock for each day from January 1, 2019 through September 11, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the MSFT Stock may have been adjusted for stock splits and other corporate events. The historical performance of the MSFT Stock should not be taken as an indication of future performance, and no assurance can be given as to the price of the MSFT 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 Microsoft Corporation 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 Microsoft Corporation.

September 2024 Page 16

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

* The red solid line indicates the downside threshold level, which is 50% of the initial share price.

This document relates only to the securities referenced hereby and does not relate to the MSFT Stock or other securities of Microsoft Corporation. We have derived all disclosures contained in this document regarding the MSFT 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 Microsoft Corporation. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Microsoft Corporation 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 MSFT Stock (and therefore the price of the MSFT Stock at the time we priced the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Microsoft Corporation 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 MSFT Stock.

September 2024 Page 17

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Meta Platforms, Inc. Overview

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

Information as of market close on September 11, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the META Stock for each quarter from January 1, 2021 through September 11, 2024. The closing price of the META Stock on September 11, 2024 was $511.83. The associated graph shows the closing prices of the META Stock for each day from January 1, 2019 through September 11, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the META Stock may have been adjusted for stock splits and other corporate events. The historical performance of the META Stock should not be taken as an indication of future performance, and no assurance can be given as to the price of the META 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 Meta Platforms, 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 class A common stock of Meta Platforms, Inc.

September 2024 Page 18

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

* The red solid line indicates the downside threshold level, which is 50% of the initial share price.

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

September 2024 Page 19

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Alphabet Inc. Overview

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

Information as of market close on September 11, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the GOOG Stock for each quarter from January 1, 2021 through September 11, 2024. The closing price of the GOOG Stock on September 11, 2024 was $152.15. The associated graph shows the closing prices of the GOOG Stock for each day from January 1, 2019 through September 11, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the GOOG Stock may have been adjusted for stock splits and other corporate events. The historical performance of the GOOG Stock should not be taken as an indication of future performance, and no assurance can be given as to the price of the GOOG 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 Alphabet 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 class C capital stock of Alphabet Inc.

September 2024 Page 20

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

* The red solid line indicates the downside threshold level, which is 50% of the initial share price.

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

September 2024 Page 21

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

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.

September 2024 Page 22

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

September 2024 Page 23

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

September 2024 Page 24

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

Additional Information About the Securities

September 2024 Page 25

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

September 2024 Page 26

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

September 2024 Page 27

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

September 2024 Page 28

Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due September 16, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Class C Capital Stock of Alphabet Inc.

Principal at Risk Securities

September 2024 Page 29