MSTLW Morgan Stanley (PK)

January 2025

Preliminary Pricing Supplement No. 5,862

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

Dated January 10, 2025

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

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 prospectus supplement and prospectus, as supplemented and modified by this document. The notes offer investors an opportunity to receive, on each monthly coupon payment date, a coupon based upon the value of the worst performing of the common stock of Micron Technology, Inc., the common stock of Advanced Micro Devices, Inc., the common stock of Tesla, Inc. and the common stock of NVIDIA Corporation, which we refer to collectively as the underlying stocks. On each monthly coupon payment date, investors will receive a coupon at a rate of either (i) at least 8.25% per annum (the higher coupon payment, to be determined on the pricing date) or (ii) 0.25% per annum (the lower coupon payment), as measured on the applicable observation date, as follows: If the determination closing price of each underlying stock on an observation date is greater than or equal to 80% of its respective initial share price, which we refer to as the respective coupon threshold level, investors will receive the higher coupon payment on the related coupon payment date, as well as 8.00% per annum (the “conditional coupon payment”) for any prior monthly periods for which a higher coupon payment was not paid. However, if the determination closing price of any underlying stock is less than its respective coupon threshold level on an observation date, investors will receive the lower coupon payment on the related coupon payment date. In addition, the notes will be automatically redeemed if the determination closing price of each underlying stock is greater than or equal to 100% of its respective initial share price, which we refer to as the respective call threshold level, on any monthly redemption determination date (beginning approximately one year after the original issue date) for the early redemption payment equal to the sum of the stated principal amount plus the higher coupon payment otherwise due with respect to the related observation date and any conditional coupon payments with respect to any prior observation dates for which a higher coupon payment was not paid. No further payments will be made on the notes once they have been redeemed. At maturity, if the notes have not been previously redeemed, you will receive for each $1,000 stated principal amount of notes that you hold an amount in cash equal to the stated principal amount of $1,000 plus the applicable coupon, depending on the performance of the worst performing underlying stock, and if the final share price of each underlying stock is greater than or equal to its respective coupon threshold level, any previously unpaid conditional coupon payments for any prior monthly periods for which a higher coupon payment was not paid. These long-dated notes are for investors who are concerned about principal risk but seek income and who are willing to forgo upside participation in any appreciation of the underlying stocks and dividend payments in exchange for the repayment of principal at maturity (or upon early redemption) and the opportunity to receive the higher coupon payment when the determination closing price of each underlying stock is greater than or equal to its respective coupon threshold level on the monthly observation dates until the notes are redeemed early or reach maturity. Because all payments on the notes are based on the worst performing of the underlying stocks, the fact that the notes are linked to four underlying stocks does not provide any asset diversification benefits and instead means that if any of the underlying stocks depreciates below its respective coupon threshold level, investors will receive only the lower coupon, and this will not be offset or mitigated by positive performance by the other underlying stocks, even if one or more 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 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.

(1)Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $ for each note 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 prospectus supplement.

(2)See “Use of proceeds and hedging” on page 33.

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

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanying prospectus 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 prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying prospectus 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 Information About the Notes” 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.

Prospectus Supplement dated November 16, 2023 Prospectus dated April 12, 2024

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Terms continued from previous page:

January 2025 Page 2

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

* The notes are not subject to automatic early redemption until the twelfth observation date, which is January 26, 2026.

January 2025 Page 3

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Investment Summary

Market-Linked Contingent Income Auto-Callable Notes

The Market Linked Contingent Income Notes due January 29, 2030, with 1-Year Initial Non-Call Period Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation (the “notes”) offer investors an opportunity to receive a coupon based upon the value of the worst performing underlying stock, as measured on the applicable observation date. On each monthly coupon payment date, investors will receive a coupon at a rate of either (i) at least 8.25% per annum (the higher coupon payment, to be determined on the pricing date) or (ii) 0.25% per annum (the lower coupon payment), as measured on the applicable observation date, as follows: If the determination closing price of each underlying stock on an observation date is greater than or equal to its respective coupon threshold level, investors will receive the higher coupon payment on the related coupon payment date, as well as 8.00% per annum (the conditional coupon payment) for any prior monthly periods for which a higher coupon payment was not paid). However, if the determination closing price of any underlying stock is less than its respective coupon threshold level on an observation date, investors will receive the lower coupon payment on the related coupon payment date. At maturity, if notes have not been previously redeemed, you will receive for each $1,000 stated principal amount of notes that you hold an amount in cash equal to the stated principal amount of $1,000 plus the applicable coupon, depending on the performance of the worst performing underlying stock, and if the final share price of each underlying stock is greater than or equal to its respective coupon threshold level, any previously unpaid conditional coupon payments for any prior monthly periods for which a higher coupon payment was not paid. Investors will not participate in any appreciation in the price of any of the underlying stocks. The notes provide investors:

◼the repayment of principal upon early redemption or at maturity, subject to our credit risk

◼the possibility of receiving the higher coupon payment when the determination closing price of each underlying stock is greater than or equal to its respective coupon threshold level on a monthly observation date

◼no exposure to any decline of the underlying stocks if the notes are held to maturity

All payments on the notes are subject to our credit risk.

January 2025 Page 4

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

The original issue price of each note 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 will be less than $1,000. We estimate that the value of each note on the pricing date will be approximately $944.00, or within $55.00 of that estimate. Our estimate of the value of the notes as determined on the pricing date will be set forth in the final pricing supplement.

What goes into the estimated value on the pricing date?

In valuing the 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 underlying stocks. The estimated value of the notes 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 notes?

In determining the economic terms of the notes, including the higher coupon payment, the conditional coupon payment, the lower coupon payment, the coupon threshold levels and the call 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 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 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 notes 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 notes 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 notes, and, if it once chooses to make a market, may cease doing so at any time.

January 2025 Page 5

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Key Investment Rationale

Market-Linked Contingent Income Auto-Callable Notes provide for the repayment of principal upon early redemption or at maturity, subject to our creditworthiness. They are for investors who are concerned about principal risk but seek income and who are willing to forgo upside participation in any appreciation of the underlying stocks and dividend payments in exchange for the repayment of principal at maturity (or upon early redemption) and the opportunity to receive the higher coupon payment (plus any unpaid conditional coupon payments from any prior monthly periods for which a higher coupon payment was not paid) when the determination closing price of each underlying stock is greater than or equal to its respective coupon threshold level on the monthly observation dates until the notes are redeemed early or reach maturity. Investors will not participate in any appreciation in the price of any of the underlying stocks. The following scenarios are for illustrative purposes only and do not attempt to demonstrate every situation that may occur. Accordingly, the notes may or may not be redeemed early, and the higher coupon payment may be payable in none of, or some but not all of, the monthly periods during the 5-year term of the notes.

January 2025 Page 6

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 7

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

How the Notes Work

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

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

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

January 2025 Page 8

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

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

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

January 2025 Page 9

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a higher coupon payment is paid with respect to an observation date and how to calculate the payment at maturity, assuming the notes are not automatically redeemed early. The following examples are for illustrative purposes only. All payments on the notes, including the repayment of principal at maturity, are subject to our credit risk. The actual initial share price, coupon threshold level and call threshold level for each underlying stock will be determined on the pricing date. The below examples are based on the following terms:

*The actual higher coupon payment will be an amount determined by the calculation agent based on the actual higher coupon rate and the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical higher coupon payment of $6.875 is used in these examples for ease of analysis.

**The actual lower coupon payment 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 lower coupon payment of $0.208 is used in these examples for ease of analysis.

***The actual conditional coupon payment 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 conditional coupon payment of $6.667 is used in these examples for ease of analysis.

January 2025 Page 10

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

How to determine the coupon payment with respect to an observation date:

On hypothetical observation date 1, each of the underlying stocks closes at or above its respective coupon threshold level. Therefore, a higher coupon payment of $6.875 is paid on the relevant coupon payment date.

On each of hypothetical observation dates 2 and 3, at least one underlying stock closes at or above its coupon threshold level, but one or more of the other underlying stocks close below their respective coupon threshold level(s). Therefore, a lower coupon payment of $0.208 is paid on each relevant coupon payment date.

On hypothetical observation date 4, each underlying stock closes at or above its respective coupon threshold level. Therefore, investors receive the higher coupon payment of $6.875 with respect to the fourth observation date as well as the previously unpaid conditional coupon payments with respect to the second and third observation dates.

On hypothetical observation date 5, each of the underlying stocks closes below its respective coupon threshold level, and accordingly a lower coupon payment of $0.208 is paid on the relevant coupon payment date.

If you receive only the lower coupon payment on any coupon payment date (because the determination closing price of any underlying stock is less than its respective coupon threshold level on the related observation date), any forgone coupon will be paid in the form of the conditional coupon payment on a later coupon payment date but only if the determination closing price of each underlying stock on the related observation date is greater than or equal to its respective coupon threshold level. Any such conditional coupon payment will be paid on the first subsequent coupon payment date for which the determination closing price of each underlying stock on the related observation date is greater than or equal to its respective coupon threshold level. You will not receive payment for any conditional coupon payments if the determination closing price of any underlying stock is less than its respective coupon threshold level on each subsequent observation date. If the determination closing price of any underlying stock is less than its respective coupon threshold level on each observation date, you will not receive any conditional coupon payments, and you will receive only the lower coupon payments, for the entire 5-year term of the notes.

January 2025 Page 11

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

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

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

In example 1, the determination closing prices of each of the MU Stock, the AMD Stock, the TSLA Stock and the NVDA Stock are at or above their respective coupon threshold levels. Therefore, investors receive at maturity the stated principal amount of the notes and the higher coupon payment otherwise due with respect to the final observation date and any previously unpaid conditional coupon payments with respect to the prior observation dates for which a higher coupon payment was not paid. Investors do not participate in the appreciation of any of the underlying stocks.

In example 2, the determination closing prices of three underlying stocks are above their respective coupon threshold levels, but the determination closing price of the other underlying stock is below its coupon threshold level. Therefore, investors receive at maturity the stated principal amount of the notes and the lower coupon payment otherwise due with respect to the final observation date. Moreover, investors do not receive any previously unpaid conditional coupon payments with respect to the prior observation dates for which a higher coupon payment was not paid.

January 2025 Page 12

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

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 prospectus supplement and prospectus. You should also 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

◼You will receive only the lower coupon payment for each monthly period for which the determination closing price of any underlying stock on the related observation date is below its respective coupon threshold level. If the determination closing price of any underlying stock on any observation date is below its respective coupon threshold level, you will receive only the lower coupon payment, corresponding to a return of 0.25% per annum, for each such monthly period.

◼Investors will not participate in any appreciation of the underlying stocks. Investors will not participate in any appreciation in the prices of the underlying stocks from their respective initial share prices, and the return on the notes will be limited to the coupon payments that are paid with respect to each monthly observation date. It is possible that the determination closing price of any underlying stock could be below the respective coupon threshold level on most or all of the observation dates so that you will receive only the lower coupon payments.

◼The coupon is paid on a monthly basis and is based solely on the determination closing prices of the underlying stocks on the specified observation dates. Whether the higher coupon payment, any previously unpaid conditional coupon payments or lower coupon payment will be paid with respect to a monthly observation date will be based on the determination closing price of each underlying stock on such date. As a result, you will not know whether you will receive the higher coupon payment, any previously unpaid conditional coupon payments or the lower coupon payment until near the end of the relevant monthly period. Moreover, because the monthly coupon is based solely on the determination closing price of each underlying stock on a specific observation date, if any such determination closing price is less than the respective coupon threshold level, you will receive the lower coupon payment, and not any previously unpaid conditional coupon payments for any prior monthly periods for which a higher coupon payment was not paid, even if the determination closing price of such underlying stock was higher on other days during the term of the notes, and even if the determination closing prices of the other underlying stocks are greater than or equal to their respective coupon threshold levels.

◼Reinvestment 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 redeemed prior to maturity, you will receive no more coupon payments 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 notes be redeemed in the first year of the term of the notes.

◼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, including:

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

ointerest and yield rates in the market,

odividend rates on the underlying stocks, if any,

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

othe time remaining until the notes mature,

January 2025 Page 13

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

ointerest and yield rates in the market,

othe availability of comparable instruments,

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.

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. Some or all of these factors will influence the price that you will receive if you sell your notes prior to maturity. For example, you may have to sell your notes at a substantial discount from the stated principal amount of $1,000 per note if the closing price of any underlying stock at the time of sale is at or below its coupon 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. You cannot predict the future performance of any of the underlying stocks based on their historical performance. There can be no assurance that the determination closing price of each underlying stock on the observation dates will be greater than or equal to its respective coupon threshold level such that you will receive the higher coupon payment for any monthly period. See “Micron Technology, Inc. Overview,” “Advanced Micro Devices, Inc. Overview,” “Tesla, Inc. Overview” and “NVIDIA Corporation Overview” below.

◼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 on each coupon payment date, upon automatic redemption and at maturity, and therefore, you are subject to our credit risk. 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.

◼Investing in the notes is not equivalent to investing in the common stock of Micron Technology, Inc., the common stock of Advanced Micro Devices, Inc., the common stock of Tesla, Inc. or the common stock of NVIDIA Corporation. Investors in the notes 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 notes will not reflect the return you would realize if you actually owned shares of the underlying stocks and received the dividends paid or distributions made on them.

◼The notes will not be listed on any securities exchange and secondary trading may be limited, and accordingly, you should be willing to hold your notes for the entire 5-year term of the notes. 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

January 2025 Page 14

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

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, 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.

◼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, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the notes 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 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 calculation agent, which is an affiliate of the issuer, will make determinations with respect to the notes. As calculation agent, MS & Co. will determine the initial share prices, the coupon threshold levels, the call threshold levels, the determination closing prices on each observation date, whether the lower coupon payment or higher coupon payment will be paid on each coupon payment date, whether you will receive any previously unpaid conditional coupon payments for any prior monthly periods for which a higher coupon payment was not paid and at maturity (if the notes have not previously been redeemed), whether the notes will be redeemed on any early redemption date, whether a market disruption event has occurred, whether to make any adjustments to the adjustment factors and the payments to you on the

January 2025 Page 15

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

notes. 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 of any adjustments to the adjustment factors). Such determinations may adversely affect the payout to you on the notes. For further information regarding these types of determinations, see “Additional Terms of the Notes—Additional Terms—Postponement of coupon payment dates (including the maturity date) and early redemption dates,” “—Postponement of observation dates and redemption determination dates,” “—Calculation agent,” “—Market disruption event,” “—Antidilution adjustments” and “—Alternate exchange calculation in case of an event of default.” 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. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the notes (and to other instruments linked to the underlying stocks), including trading in the underlying stocks and in futures and/or options contracts on the underlying stocks, as well as in other instruments related to the underlying stocks. As a result, these entities may be unwinding or adjusting hedge positions during the term of the notes, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the observation dates approach. Some of our other affiliates also trade the underlying stocks and other financial instruments related to the underlying stocks on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial share price of an underlying stock, and, therefore, could potentially increase (i) the value at or above which such underlying stock must close on the redemption determination dates so that the notes are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying stocks) and (ii) the coupon threshold level for such underlying stock, which is the value at or above which the underlying stock must close on the observation dates so that you receive the higher coupon payment, and any previously unpaid conditional coupon payments from prior observation dates for which a higher coupon payment was not paid, on the notes (depending also on the performance of the other underlying stocks). Additionally, such hedging or trading activities during the term of the notes, including on the redemption determination dates and observation dates, could adversely affect the closing prices of the underlying stocks on the redemption determination dates and observation dates, and, accordingly, whether we redeem the notes prior to maturity and whether we pay the lower coupon payment or higher coupon payment on the coupon payment dates.

Risks Relating to the Underlying Stocks

◼You are exposed to the price risk of each underlying stock with respect to each monthly coupon payment. Your return on the notes is not linked to a basket consisting of each underlying stock. Rather, it will be based upon the independent performance of each underlying stock. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the performance of each underlying stock. Poor performance by any underlying stock over the term of the notes will result in your receiving only the lower coupon payments, and will not be offset or mitigated by any positive performance by the other underlying stocks. To receive the higher coupon payment on any coupon payment date, each underlying stock must close at or above its respective coupon threshold level on the applicable observation date. Therefore, if any underlying stock has declined to below its coupon threshold level as of an observation date, you will receive only the lower coupon payment on the related coupon payment date, even if the other underlying stocks have appreciated or have not declined as much. Accordingly, your investment is subject to the price risk of each underlying stock.

◼Because the notes are linked to the performance of the worst performing of the underlying stocks, you are exposed to a greater risk of receiving the lower coupon payments than if the notes were linked to just one of the underlying stocks. The risk that you will receive the lower coupon payment on any coupon payment date is greater if you invest in the notes as opposed to similar notes that are linked to the performance of just one of the underlying stocks. With four underlying stocks, it is more likely that any

January 2025 Page 16

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

underlying stock will close below its respective coupon threshold level on any observation date, and therefore it is more likely that you will receive the lower coupon payment on any or all of the coupon payment dates, and no previously conditional coupon payments for any prior monthly periods for which a higher coupon payment was not paid, than if the notes were linked to just one of the underlying stocks. In addition, because each underlying stock must close at or above its call threshold level on a monthly redemption determination date (beginning after one year) in order for the notes to be called prior to maturity, the notes are less likely to be called on any early redemption date than if the notes were linked to just one underlying stock.

◼No affiliation with Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. or NVIDIA Corporation. Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. and NVIDIA Corporation 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 notes. We have not made any due diligence inquiry with respect to Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. or NVIDIA Corporation in connection with this offering.

◼We may engage in business with or involving Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. or NVIDIA Corporation without regard to your interests. We or our affiliates may presently or from time to time engage in business with Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. or NVIDIA Corporation without regard to your interests and thus may acquire non-public information about Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. or NVIDIA Corporation. 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 Micron Technology, Inc., Advanced Micro Devices, Inc., Tesla, Inc. or NVIDIA Corporation, which may or may not recommend that investors buy or hold the underlying stock(s).

◼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 notes and your return on the notes 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 its respective coupon threshold level (resulting in the lower coupon payment being paid with respect to such date), materially and adversely affecting your return.

January 2025 Page 17

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Micron Technology, Inc. Overview

Micron Technology, Inc. designs, develops and manufactures memory and storage products. The MU 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 Micron Technology, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-10658 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Micron Technology, 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 MU Stock is accurate or complete.

Information as of market close on January 8, 2025:

The following table sets forth the published high and low closing prices of, as well as dividends on, MU Stock for each quarter from January 1, 2022 through January 8, 2025. The closing price of MU Stock on January 8, 2025 was $99.41. The associated graph shows the closing prices of MU Stock for each day from January 1, 2020 through January 8, 2025. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the MU Stock may have been adjusted for stock splits and other corporate events. The historical performance of MU Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of MU 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 Micron Technology, Inc. may pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Micron Technology, Inc.

January 2025 Page 18

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

* The red solid line indicates the coupon threshold level, which is 80% of the initial share price.

This document relates only to the notes offered hereby and does not relate to MU Stock or other securities of Micron Technology, Inc. We have derived all disclosures contained in this document regarding Micron Technology, Inc. from the publicly available documents described above. In connection with the offering of the notes, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Micron Technology, Inc. in connection with the offering of the notes. Neither we nor the agent makes any representation that such publicly available documents are or any other publicly available information regarding Micron Technology, 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 in the preceding paragraph) that would affect the trading price of MU Stock (and therefore the price of MU Stock at the time we price the notes) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Micron Technology, Inc. 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 MU Stock.

January 2025 Page 19

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Advanced Micro Devices, Inc. Overview

Advanced Micro Devices, Inc. manufactures semiconductor products. AMD Stock is registered under Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Advanced Micro Devices, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-07882 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Advanced Micro Devices, 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 AMD Stock is accurate or complete.

Information as of market close on January 8, 2025:

The following table sets forth the published high and low closing prices of, as well as dividends on, AMD Stock for each quarter from January 1, 2022 through January 8, 2025. The closing price of AMD Stock on January 8, 2025 was $121.84. The associated graph shows the closing prices of AMD Stock for each day from January 1, 2020 through January 8, 2025. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the AMD Stock may have been adjusted for stock splits and other corporate events. The historical performance of AMD Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of AMD 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 Advanced Micro Devices, Inc. may pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Advanced Micro Devices, Inc.

January 2025 Page 20

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

* The red solid line indicates the coupon threshold level, which is 80% of the initial share price.

This document relates only to the notes offered hereby and does not relate to AMD Stock or other securities of Advanced Micro Devices, Inc. We have derived all disclosures contained in this document regarding Advanced Micro Devices, Inc. from the publicly available documents described above. In connection with the offering of the notes, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Advanced Micro Devices, Inc. in connection with the offering of the notes. Neither we nor the agent makes any representation that such publicly available documents are or any other publicly available information regarding Advanced Micro Devices, 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 in the preceding paragraph) that would affect the trading price of AMD Stock (and therefore the price of AMD Stock at the time we price the notes) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Advanced Micro Devices, Inc. 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 AMD Stock.

January 2025 Page 21

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Tesla, Inc. Overview

Tesla, Inc. designs, manufactures and sells electric vehicles and energy storage systems, as well as installs, operates and maintains solar and energy storage products. TSLA Stock is registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Tesla, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-34756 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Tesla, 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 TSLA Stock is accurate or complete.

Information as of market close on January 8, 2025:

The following table sets forth the published high and low closing prices of, as well as dividends on, the TSLA Stock for each quarter from January 1, 2022 through January 8, 2025. The closing price of the TSLA Stock on January 8, 2025 was $394.94. The associated graph shows the closing prices of TSLA Stock for each day from January 1, 2020 through January 8, 2025. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the TSLA Stock may have been adjusted for stock splits and other corporate events. The historical performance of TSLA Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of TSLA 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 Tesla, Inc. may pay in the future. In any event, as an investor in the Callable Contingent Income Securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Tesla, Inc.

January 2025 Page 22

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

* The red solid line indicates the coupon threshold level, which is 80% of the initial share price.

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

January 2025 Page 23

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

NVIDIA Corporation Overview

NVIDIA Corporation is a visual computing company. The NVDA Stock is registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by NVIDIA Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 000-23985 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding NVIDIA Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the NVDA Stock is accurate or complete.

Information as of market close on January 8, 2025:

The following table sets forth the published high and low closing prices of, as well as dividends on, NVDA Stock for each quarter from January 1, 2022 through January 8, 2025. The closing price of NVDA Stock on January 8, 2025 was $140.11. The associated graph shows the closing prices of NVDA Stock for each day from January 1, 2020 through January 8, 2025. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the NVDA Stock may have been adjusted for stock splits and other corporate events. The historical performance of NVDA Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of NVDA 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 NVIDIA Corporation may pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of NVIDIA Corporation.

January 2025 Page 24

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

* The red solid line indicates the coupon threshold level, which is 75% of the initial share price.

This document relates only to the notes offered hereby and does not relate to NVDA Stock or other securities of NVIDIA Corporation. We have derived all disclosures contained in this document regarding NVIDIA Corporation from the publicly available documents described above. In connection with the offering of the notes, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to NVIDIA Corporation in connection with the offering of the notes. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding NVIDIA 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 in the preceding paragraph) that would affect the trading price of NVDA Stock (and therefore the price of NVDA Stock at the time we price the notes) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning NVIDIA Corporation 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 NVDA Stock.

January 2025 Page 25

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Additional Terms of the Notes

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

January 2025 Page 26

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 27

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 28

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 29

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 30

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 31

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

Additional Information About the Notes

January 2025 Page 32

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 33

Market-Linked Contingent Income Auto-Callable Notes due January 29, 2030, with 1-Year Initial Non-Call Period

Based on the Value of the Worst Performing of the Common Stock of Micron Technology, Inc., the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation

January 2025 Page 34