MS-P Morgan Stanley

$10,000,000

Morgan Stanley Finance LLC

GLOBAL MEDIUM-TERM NOTES, SERIES A
Senior Notes

Cash-Settled Equity-Linked Securities due November 24, 2027

Based on the Performance of the Common Stock of NVIDIA Corporation

Fully and Unconditionally Guaranteed by Morgan Stanley

Partial Principal at Risk Securities

The Cash-Settled Equity-Linked Securities due November 24, 2027 Based on the Performance of the Common Stock of NVIDIA Corporation, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest and provide for a minimum payment amount of only 90% of principal at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash equal to the greater of (1) $1,000 times the performance factor, subject to the minimum payment amount of $900 and a maximum payment amount of $1,000 and (2) the cash amount, which will be based on the closing price of the common stock of NVIDIA Corporation (“NVDA Stock”) on the final valuation date compared with the exchange price of 146.20% of the share reference price. As the exchange price is significantly higher than the share reference price, unless the price of NVDA Stock has appreciated by more than 46.20% on the final valuation date, the payment at maturity will be equal to or less than $1,000 per security, subject to the minimum payment amount of $900, and you will not receive any positive return on the stated principal amount of the securities. The securities are for investors who are concerned about principal risk, but seek a return based on NVDA Stock and who are willing to risk up to 10% of their principal in exchange for the repayment of at least 90% of the principal at maturity plus the potential for a cash amount based on the closing price of NVDA Stock on the final valuation date as compared to the exchange price, which is significantly higher than the share reference price. The securities are securities 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.

•The stated principal amount and issue price of each security is $1,000.

•We will not pay interest on the securities.

•At maturity, for each $1,000 stated principal amount of securities that you hold, you will receive the greater of (1) $1,000 times the performance factor, subject to the minimum payment amount of $900 and a maximum payment amount of $1,000 and (2) the cash amount, which will be based on the performance of NVDA Stock as described herein. In no event will the payment at maturity be less than the minimum payment amount of $900 per security.

•Unless the price of NVDA Stock has appreciated by more than 46.20% on the final valuation date, the payment at maturity will be equal to or less than $1,000 per security, subject to the minimum payment amount of $900, and you will not receive any positive return on the stated principal amount of the securities. Additionally, even if the payment at maturity is equal to the cash amount, the payment at maturity will reflect only the appreciation of NVDA Stock in excess of the exchange price, and that appreciation will be measured in terms of the exchange price, which is significantly greater than the share reference price. For a detailed description of the payment at maturity, including how the cash amount is determined, see “Summary of Pricing Supplement—Payment at maturity” and “Description of Securities—Payment at Maturity.”

•The share reference price is $146.857.

•The final share price will be equal to the closing price of NVDA Stock on the final valuation date, as multiplied by the adjustment factor on such date. The adjustment factor will be initially set at 1.0 and is subject to change upon certain corporate events affecting NVDA Stock.

•The performance factor will be equal to (i) the final share price divided by (ii) the share reference price.

•The pricing date is November 20, 2024.

•The exchange price per share of NVDA Stock is equal to the share reference price multiplied by the sum of (i) one and (ii) the exchange premium, subject to adjustments to the adjustment factor. The exchange premium is 46.20%. The initial exchange price is $214.705. The exchange ratio is, on any day, the result of the division of the stated principal amount by the exchange price in effect on such day.

•In connection with certain events that could affect or are related to NVDA Stock, the extraordinary event payment feature will be triggered, in which case the amount you receive at maturity will not reflect, and you will not participate in, any appreciation in the price of NVDA Stock. Extraordinary event means any of: (i) all traded option contracts in respect of shares of NVDA Stock are settled; (ii) a nationalization; (iii) a delisting; or (iv) a change in law. For a detailed description of the extraordinary event payment feature, including the amounts payable if it is triggered, see “Summary of Pricing Supplement—Extraordinary event payment feature in connection with certain events that could affect or are related to NVDA Stock” and “Description of Securities—Extraordinary Events.”

•Investing in the securities is not equivalent to investing in NVDA Stock.

•The securities will not be listed on any securities exchange.

•The estimated value of the securities on the pricing date is $987.30 per security. See “Summary of Pricing Supplement” beginning on PS-3.

•The CUSIP number for the securities is 61776W2M4. The ISIN number for the securities is US61776W2M40.

You should read the more detailed description of the securities in this pricing supplement. In particular, you should review and understand the descriptions in “Summary of Pricing Supplement” and “Description of Securities.”

The securities are riskier than ordinary debt securities. See “Risk Factors” beginning on PS-10.

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

PRICE $1,000 PER SECURITY

(1) MS & Co. will not receive a sales commission with respect to the securities. See “Description of Securities—Supplemental Information Concerning 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 PS-33.

The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate. See “Description of Securities—Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” in this pricing supplement.

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

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.

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.

MORGAN STANLEY

No action has been or will be taken by us, the agent or any dealer that would permit a public offering of the securities or possession or distribution of this pricing supplement or the accompanying prospectus supplement or prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Neither this pricing supplement nor the accompanying prospectus supplement and prospectus may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

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SUMMARY OF PRICING SUPPLEMENT

The following summary describes the Cash-Settled Equity-Linked Securities due November 24, 2027 Based on the Performance of the Common Stock of NVIDIA Corporation, which we refer to as the securities, we are offering to you in general terms only. You should read the summary together with the more detailed information that is contained in the rest of this pricing supplement and in the accompanying prospectus and prospectus supplement. You should carefully consider, among other things, the matters set forth in “Risk Factors.”

The securities are medium-term debt securities issued by MSFL and are fully and unconditionally guaranteed by Morgan Stanley. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash equal to the greater of (1) $1,000 times the performance factor, subject to the minimum payment amount of $900 and a maximum payment amount of $1,000 and (2) the cash amount, which will be based on the closing price of NVDA Stock on the final valuation date. Unless the price of NVDA Stock has appreciated by more than 46.20% on the final valuation date, the payment at maturity will be equal to or less than $1,000 per security, subject to the minimum payment at maturity of $900, and you will not receive any positive return on the stated principal amount of the securities. In no event will the payment at maturity be less than $900 per security.

All payments on the securities, including the payment at maturity, are subject to our credit risk.

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HYPOTHETICAL PAYOUTS ON THE SECURITIES AT MATURITY

Subject to the occurrence of an extraordinary event, at maturity, for each $1,000 stated principal amount of securities that you hold, you will receive the greater of (1) $1,000 times the performance factor, subject to the minimum payment amount of $900 and a maximum payment amount of $1,000 and (2) the cash amount. The cash amount will be based on the closing price of NVDA Stock on the final valuation date relative to the exchange price and will be calculated as follows:

In respect of each $1,000 stated principal amount of securities, the sum (rounded to two decimal places, with $0.005 being rounded upwards) of the daily cash amounts, where “daily cash amount” or “DCA” means an amount in respect of each such $1,000 stated principal amount of securities in accordance with the following formula:

DCA = ERn × Pn

where:

Pn = the final share price; and

ERn = the exchange ratio prevailing the final valuation date.

In no event will the payment at maturity be less than $900 per security.

For purposes of the table below, we refer to the closing price of NVDA Stock on the final valuation date as the “final share price.” The table below illustrates the payment at maturity for each security for a hypothetical range of final share prices and does not cover the complete range of possible payouts at maturity. The table below assumes a hypothetical share reference price of $100.00, a hypothetical initial exchange price of $146.20, which is 146.20% of the hypothetical share reference price, and no adjustment to the adjustment factor over the term of the securities. The hypothetical share reference price of $100.00 has been chosen for illustrative purposes only and does not represent the actual share reference price. The actual share reference price and initial exchange price are set forth on the cover of this document. Some numbers appearing in the table below have been rounded for ease of analysis.

All payments on the securities, including the payment at maturity, are subject to our credit risk.

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As shown in the table above, unless the price of NVDA Stock has appreciated by more than approximately 46.20% on the final valuation date, the payment at maturity will be equal to or less than $1,000 per security, subject to the minimum payment at maturity of $900, and you will not receive any positive return on the stated principal amount of the securities. Additionally, even if the final share price is greater than the exchange price, the payment at maturity will reflect only the appreciation of NVDA Stock in excess of the exchange price, and that appreciation will be measured in terms of the exchange price, which is significantly greater than the share reference price.

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RISK FACTORS

The securities are not secured debt and are riskier than ordinary debt securities in that the securities do not pay interest and provide for a minimum payment amount of only 90% of principal at maturity. Investing in the securities is not equivalent to investing in NVDA Stock. This section describes the material risks relating to the securities. For a further discussion of risk factors, please see the accompanying prospectus supplement and prospectus.

Risks Relating to an Investment in the Securities

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DESCRIPTION OF SECURITIES

Terms used but not defined herein have the meanings given to such terms in the accompanying prospectus supplement. The term “Security” refers to each $1,000 Stated Principal Amount of the Cash-Settled Equity-Linked Securities due November 24, 2027 Based on the Performance of the Common Stock of NVIDIA Corporation (“NVDA Stock”).

Issuer  Morgan Stanley Finance LLC (“MSFL”)

Guarantor  Morgan Stanley

Aggregate Principal Amount  $10,000,000

Pricing Date  November 20, 2024

Original Issue Date (Settlement Date)  November 25, 2024 (3 Business Days after the Pricing Date)

Maturity Date  November 24, 2027; provided that, if a Market Disruption Event occurs on the Final Valuation Date so that the Final Valuation Date is postponed and falls less than two Business Days prior to the scheduled Maturity Date, the Maturity Date will be postponed to the second Business Day following that Final Valuation Date as postponed. See “—Cash Amount” below.

Issue Price  $1,000 per Security

Stated Principal Amount  $1,000 per Security

Denominations  $1,000 and integral multiples thereof

CUSIP Number  61776W2M4

ISIN Number  US61776W2M40

Specified Currency  U.S. dollars

Share Reference Price  $146.857

Final Share Price  The Final Share Price will be equal to the closing price of NVDA Stock on the Final Valuation Date, as multiplied by the Adjustment Factor on such date. The Adjustment Factor will be initially set at 1.0 and is subject to change upon certain corporate events affecting NVDA Stock.

Performance Factor  The Performance Factor will be equal to (i) the Final Share Price divided by (ii) the Share Reference Price.

Share Price  The Share Price for one share of NVDA Stock on any Trading Day means the Closing Price for one share of NVDA Stock (or one unit of any other security for which a Closing Price must be determined) on any Trading Day. See “—Closing Price” below.

Exchange Premium  146.20%

Exchange Price  The Exchange Price per share of NVDA Stock is initially equal to the Share Reference Price multiplied by the sum of (i) one and (ii) the Exchange Premium expressed as a decimal (rounded to four decimal places, with 0.00005 being rounded upwards) (the “Initial Exchange Price”).

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On any day, the Exchange Price per share of NVDA Stock is equal to the Initial Exchange Price divided by the then-applicable Adjustment Factor on such day, as determined by the Calculation Agent. See “—Antidilution Adjustments” below.

Initial Exchange Price  $214.705

Exchange Ratio  On any day, the result (rounded to four decimal places, with 0.00005 being rounded upwards) of the division of the Stated Principal Amount by the Exchange Price in effect on such day.

Initial Exchange Ratio  4.65755339

Payment at Maturity  Subject to the occurrence of an Extraordinary Event, at maturity, we will pay with respect to each $1,000 Stated Principal Amount of Securities an amount in cash equal to the greater of:

(1) $1,000 times the performance factor, subject to the minimum payment amount of $900 and a maximum payment amount; and

(2) the Cash Amount.

In no event will the Payment at Maturity be less than the minimum payment amount of $900 per Security. Unless the price of NVDA Stock has appreciated by more than 46.20% on the Final Valuation Date, the Payment at Maturity will be equal to or less than $1,000 per security, subject to the minimum payment amount of $900, and you will not receive any positive return the Stated Principal Amount of the Securities. Additionally, even if the Payment at Maturity is equal to the Cash Amount, the Payment at Maturity will reflect only the appreciation of NVDA Stock in excess of the Exchange Price, and that appreciation will be measured in terms of the Exchange Price, which is significantly greater than the Share Reference Price.

We shall, or shall cause the Calculation Agent to, (i) provide written notice to the Trustee and to The Depository Trust Company, which we refer to as DTC, of the amount of cash to be delivered with respect to each $1,000 Stated Principal Amount of Securities, on or prior to 10:30 a.m. (New York City time) on the Business Day preceding the Maturity Date, and (ii) deliver the aggregate Cash Amount due with respect to the Securities to the Trustee for delivery to DTC, as holder of the Securities, on the Maturity Date. We expect such amount of cash will be distributed to investors on the Maturity Date in accordance with the standard rules and procedures of DTC and its direct and indirect participants. See “—Book Entry Note or Certificated Note” below, and see “Forms of Securities—The Depositary” in the accompanying prospectus.

Cash Amount  Means, in respect of the Maturity Date, and each $1,000 Stated Principal Amount of Securities in respect of which the Payment at Maturity shall be payable, the sum (rounded to two decimal places, with $0.005 being rounded upwards) of the Daily Cash Amounts, where “Daily Cash Amount” or “DCA” means an amount in U.S. dollars calculated by the Calculation Agent for the Final Valuation Date relating to the Maturity Date, in respect of

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each such $1,000 Stated Principal Amount of Securities, in accordance with the following formula:

DCA = ERn × Pn

where:

Pn = the Share Price on the Final Valuation Date; and

ERn = the Exchange Ratio prevailing on the Final Valuation Date.

“Final Valuation Date” means, in respect of a Cash Amount Calculation, the Trading Day comprised in such Cash Amount Calculation, subject to postponement in the event of certain Market Disruption Events. The Final Valuation Date is November 19, 2027, subject to postponement in the event of certain Market Disruption Events.

If a Market Disruption Event relating to NVDA Stock occurs on the Final Valuation Date, the Calculation Agent shall calculate the Share Price for the Final Valuation Date using as a price the Share Price on the first succeeding Trading Day on which no Market Disruption Event is existing with respect to NVDA Stock; provided that, if a Market Disruption Event occurs with respect to NVDA Stock on the Final Valuation Date, the Calculation Agent shall use a price for NVDA Stock as determined by the Calculation Agent on the fifth Trading Day immediately succeeding the Final Valuation Date, of the prices of one share of NVDA Stock determined by at least three independent leading dealers, selected by the Calculation Agent, in the underlying market for NVDA Stock, taking into consideration the latest available quote for NVDA Stock and any other information in good faith deemed relevant by such dealers. Quotations of Morgan Stanley & Co. LLC (“MS & Co.”) or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the quotations obtained. In the event prices from at least three dealers are not obtained, the Calculation Agent shall make a good faith estimate of such price and, using that price, determine the Share Price.

Extraordinary Events  Means any of the following:

(i) if option contracts in respect of shares of NVDA Stock are traded on the Related Exchange, and any event occurs as a result of which all such relevant option contracts are settled (including in accordance with the Nasdaq Stock Market Rulebook or, in the case of an Alternative Option Exchange, the standard corporate actions procedures of the Alternative Option Exchange in effect at the relevant time, for example following the occurrence of a merger or takeover as provided in the Nasdaq Stock Market Rulebook and other than as a result of a Nationalization or a Delisting);

(ii) a Nationalization (as defined below);

(iii) a Delisting (as defined below); or

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(iv) a Change in Law (as defined below).

If an Extraordinary Event occurs, the Extraordinary Event Payment Feature will be triggered and the Issuer shall provide notice of the occurrence of such Extraordinary Event within five Business Days (or such lesser notice as may be required to comply with the Change in Law) of the Relevant Announcement Date.

We will mail a notice of the occurrence of an Extraordinary Event to each holder of the Securities or, in the case of global debt securities, to DTC (in accordance with its procedures), as holder of the global debt securities, by first-class mail, postage prepaid, to the address of each holder as that address appears upon the books maintained by the paying agent. Notices given to DTC, as holder of the registered global securities, will be passed on to the beneficial owners of the Securities in accordance with the standard rules and procedures of DTC and its direct and indirect participants, including Clearstream, Luxembourg and Euroclear.

If the Extraordinary Event Payment Feature is triggered, we shall, or shall cause the Calculation Agent to, (i) provide written notice to the Trustee and to DTC of the amount of cash to be delivered with respect to each $1,000 Stated Principal Amount of Securities, on or prior to 10:30 a.m. (New York City time) on the Business Day preceding the Extraordinary Event Amount Payment Date, and (ii) deliver the aggregate Cash Amount due with respect to the Securities to the Trustee for delivery to DTC, as holder of the Securities, on the Extraordinary Event Amount Payment Date. We expect such amount of cash will be distributed to investors on the Extraordinary Event Amount Payment Date in accordance with the standard rules and procedures of DTC and its direct and indirect participants. See “—Book Entry Note or Certificated Note” below, and see “Forms of Securities—The Depositary” in the accompanying prospectus.

Extraordinary Event Payment Feature  If an Extraordinary Event occurs: (i) on the Extraordinary Event Amount Payment Date, we will pay with respect to each $1,000 Stated Principal Amount of Securities an amount in cash equal to the Extraordinary Event Amount; (ii) notwithstanding “—Payment at Maturity” above, at maturity, we will instead pay with respect to each $1,000 Stated Principal Amount of Securities an amount in cash equal to $1,000 (and, for the avoidance of doubt, no holder of the Securities will be entitled to any Cash Amount); and (iii) if an Extraordinary Event occurs, the triggering of the Extraordinary Event Payment Feature may not be annulled.

If an Extraordinary Event occurs, the amount you receive at maturity will not be based on the performance of NVDA Stock. Accordingly, such amount will not reflect, and you will not participate in, any appreciation in the price of NVDA Stock.

Extraordinary Event Amount  Means, in respect of each $1,000 Stated Principal Amount of Securities, the fair value of the embedded option representing the performance-based component linked to NVDA Stock on the Relevant Announcement Date as determined by the Calculation

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Agent in good faith taking into account, inter alia, the Share Price on the Relevant Announcement Date, the settlement amount(s) in respect of any termination of any Exchangeable Security Hedge Transaction(s), the effect of the Extraordinary Event and any other market parameter the Calculation Agent deems in good faith to be relevant for the valuation of such options on the Relevant Announcement Date.

There is no minimum Extraordinary Event Amount. Because the Extraordinary Event Amount is based on the performance of NVDA Stock and is likely to be determined at a time when the price of NVDA Stock has significantly depreciated, the Extraordinary Event Amount may be as low as zero.

Exchangeable Security Hedge Transaction  Means any transaction including a share option transaction or asset which the Issuer or any of its Affiliates deems appropriate, or has already in place, to hedge the equity price risk of entering into and performing its obligations with respect to the Securities.

Extraordinary Event Amount

Payment Date  Means the 30th Trading Day following the Relevant Announcement Date.

Relevant Announcement Date  Means (i) in respect of an Extraordinary Event pursuant to paragraph (i) under “—Extraordinary Events” above, the date of announcement of settlement of all relevant option contracts in respect of shares of NVDA Stock traded on the Related Exchange, (ii) in respect of a Nationalization, the date of the first public announcement to nationalize (whether or not subsequently amended) that leads to the Nationalization, (iii) in respect of a Change in Law, the date on which the Issuer determines that a Change in Law has occurred or on which the Issuer or any of its Affiliates receives a notice from a Hedging Counterparty that it has determined that a Change in Law has occurred, and (iv) in the case of a Delisting, the date of the first public announcement by the Relevant Stock Exchange that shares of NVDA Stock will cease to be listed, traded or publicly quoted, whichever is earlier.

Affiliate  Has the meaning set forth in Rule 501(b) of Regulation D under the Securities Act.

Hedging Counterparty  Means a counterparty to a Hedge Transaction of (i) the Issuer; (ii) the Guarantor or (iii) any of the Issuer’s or the Guarantor’s Affiliates.

Nationalization  Means that, as determined by the Calculation Agent, all shares of NVDA Stock or all or substantially all the assets of NVIDIA Corporation are nationalized, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

Delisting  Means that, as determined by the Calculation Agent, the Relevant Stock Exchange announces that, pursuant to the rules of such Relevant Stock Exchange, shares of NVDA Stock cease (or will cease) to be listed, traded or publicly quoted on the Relevant Stock Exchange for any reason (other than by reason of a merger, takeover or other special circumstances as contemplated by the

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Nasdaq Stock Market Rulebook) and are not immediately re-listed, re-traded or re-quoted on a stock exchange or securities market located in the United States.

Change in Law  Means that, on or after the Pricing Date (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), or (C) due to the change (for any reason) outside of the United States in statutory seat, state of incorporation or tax residency of the Issuer or the Guarantor, the Issuer or the Guarantor determines in good faith or a Hedging Counterparty notifies the Issuer, the Guarantor or any of the Issuer’s or the Guarantor’s Affiliates that it has determined that (X) it has become illegal to hold, acquire or dispose of shares of NVDA Stock, any Hedge Transactions or the Securities or effect its necessary Hedging Activities, or (Y) it would incur a materially increased cost in performing its obligations under, in the case of the Issuer or the Guarantor, the Securities and the Guarantee, respectively, or a Hedge Transactions or, in the case of an Affiliate of the Issuer, a Hedge Transaction, or, in the case of the Hedging Counterparty, any Hedge Transactions or in effecting its Hedging Activities (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position, and, among others, due to any withholding tax on dividends paid by the Issuer or any of its Affiliates to the Hedging Counterparty under their respective Hedge Transaction), provided that, where the Change in Law relates to the Hedging Counterparty, the Hedging Counterparty notifies the Issuer, the Guarantor or any of the Issuer’s or the Guarantor’s Affiliates that it has terminated or will terminate the Hedge Transaction as a result of the Change in Law.

Hedging Activities  Means any activities or transactions undertaken in connection with the establishment, maintenance, adjustment or termination of a Hedge Transaction.

Hedge Transaction  Means: (i) with respect to the Issuer, the Guarantor or any of their Affiliates, a transaction including a share option transaction (a “Transaction”) or asset the Issuer, the Guarantor or any Affiliate of the Issuer or the Guarantor deems appropriate to hedge the equity price risk of entering into and performing its obligations with respect to the Securities; or (ii) with respect to a Hedging Counterparty, (a) any Transaction or (b) any purchase, sale, entry into or maintenance of one or more (1) positions or contracts in securities, options, futures, derivatives or foreign exchange, (2) stock loan transactions or (3) other instruments or arrangements (howsoever described) by a Hedging Counterparty (or an Affiliate thereof) to hedge, individually or on a portfolio basis, a Transaction.

Relevant Stock Exchange  Means (i) in respect of shares of NVDA Stock, The Nasdaq Stock Market LLC (the “Nasdaq”) or its successor or any substitute exchange to which trading in shares of NVDA Stock has temporarily or permanently relocated, as determined by the

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Calculation Agent, and (ii) in respect of any security (other than shares of NVDA Stock), or, as the case may be, option, warrant, or other right or asset, the principal stock exchange or securities market on which such securities, or, as the case may be, options, warrants, or other rights or assets are then listed, admitted to trading or quoted or dealt in.

Related Exchange  Means the Nasdaq or any Alternative Option Exchange, as the case may be.

Alternative Option Exchange  If no options contracts in respect of shares of NVDA Stock are traded on the Nasdaq but are traded on any other exchange or quotation system which serves as the principal place of trading for option contracts and futures contracts in respect of shares of NVDA Stock (such other exchange or quotation system as aforesaid, being, only in circumstances where no options contracts in respect of shares of NVDA Stock are traded on the Nasdaq but options contracts are traded on such other exchange or quotation system as aforesaid, the “Alternative Option Exchange”).

Closing Price  Subject to the provisions set out under “—Antidilution Adjustments” below, the Closing Price for one share of NVDA Stock (or one unit of any other security for which a Closing Price must be determined) on any Trading Day (as defined below) means:

•if NVDA Stock (or any such other security) is listed on a national securities exchange (other than the Nasdaq), the last reported sale price, regular way, of the principal trading session on such day on the principal national securities exchange registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on which NVDA Stock (or any such other security) is listed,

•if NVDA Stock (or any such other security) is a security of the Nasdaq, the official closing price published by the Nasdaq on such day, or

•if NVDA Stock (or any such other security) is not listed on any national securities exchange but is included in the OTC Bulletin Board Service (the “OTC Bulletin Board”) operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the last reported sale price of the principal trading session on the OTC Bulletin Board on such day.

If NVDA Stock (or any such other security) is listed on any national securities exchange but the last reported sale price or the official closing price published by the Nasdaq, as applicable, is not available pursuant to the preceding sentence, then the Closing Price for one share of NVDA Stock (or one unit of any such other security) on any Trading Day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on the Nasdaq or the OTC Bulletin Board on such day. If a Market Disruption Event (as defined below) occurs with respect to NVDA Stock (or any such other security) or the last reported sale price or the official closing price published by the Nasdaq, as applicable, for NVDA Stock (or any such other

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security) is not available pursuant to either of the two preceding sentences, then the Closing Price for any Trading Day will be the mean, as determined by the Calculation Agent, of the bid prices for NVDA Stock (or any such other security) for such Trading Day obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of Morgan Stanley & Co. LLC (“MS & Co.”) and its successors or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third-party dealers, the Closing Price shall be determined by the Calculation Agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. The term “OTC Bulletin Board Service” will include any successor service thereto, or, if applicable, the OTC Reporting Facility operated by FINRA. See “—Antidilution Adjustments” below.

Adjustment Factor  1.0, subject to adjustment in the event of certain corporate events affecting NVDA Stock. See “—Antidilution Adjustments” below.

Trading Day  A day, as determined by the Calculation Agent, on which trading is generally conducted on the New York Stock Exchange, the Nasdaq, the Chicago Mercantile Exchange and the Chicago Board of Options Exchange and in the over-the-counter market for equity securities in the United States.

Book Entry Note or Certificated Note  Book Entry. The Securities will be issued in the form of one or more fully registered global securities which will be deposited with, or on behalf of, DTC and will be registered in the name of a nominee of DTC. DTC’s nominee will be the only registered holder of the Securities. Your beneficial interest in the Securities will be evidenced solely by entries on the books of the securities intermediary acting on your behalf as a direct or indirect participant in DTC. In this pricing supplement, all references to actions taken by “you” or to be taken by “you” refer to actions taken or to be taken by DTC and its participants acting on your behalf, and all references to payments or notices to you will mean payments or notices to DTC, as the registered holder of the Securities, for distribution to participants in accordance with DTC’s procedures. For more information regarding DTC and book-entry notes, please read “Forms of Securities—The Depositary” and “Forms of Securities—Global Securities” in the accompanying prospectus.

Trustee  The Bank of New York Mellon, a New York banking corporation

Agent  MS & Co. and its successors

Calculation Agent  MS & Co. and its successors.

All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on you, the Trustee and us.

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All calculations and determinations with respect to the Payment at Maturity will be made by the Calculation Agent and will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655), unless otherwise specified herein; all dollar amounts related to determination of the amount of cash payable per Security will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655), unless otherwise specified herein; and all dollar amounts paid on the aggregate number of Securities will be rounded to the nearest cent, with one-half cent rounded upward, unless otherwise specified herein.

Because the Calculation Agent is our affiliate, the economic interests of the Calculation Agent and its affiliates may be adverse to your interests as an investor in the Securities, including with respect to certain determinations and judgments that the Calculation Agent must make in determining the Share Reference Price, the Initial Exchange Price, the Exchange Price on any day, the Exchange Ratio, the Payment at Maturity, the Cash Amount, the Extraordinary Event Amount, whether to make any adjustments to the Adjustment Factor or whether a Market Disruption Event has occurred. See “—Alternate Exchange Calculation in Case of an Event of Default,” “—Market Disruption Event” and “—Antidilution Adjustments.” MS & Co. is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.

Market Disruption Event  Market Disruption Event means, with respect to NVDA Stock:

(i) the occurrence or existence of:

(a) a suspension, absence or material limitation of trading of NVDA Stock on the primary market for NVDA Stock for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session in such market, or

(b) a breakdown or failure in the price and trade reporting systems of the primary market for NVDA Stock as a result of which the reported trading prices for NVDA Stock during the last one-half hour preceding the close of the principal trading session in such market are materially inaccurate, or

(c) the suspension, absence or material limitation of trading on the primary market for trading in options contracts related to NVDA Stock, if available, during the one-half hour period preceding the close of the principal trading session in the applicable market,

in each case as determined by the Calculation Agent in its sole discretion; and

(ii) a determination by the Calculation Agent in its sole discretion that any event described in clause (i) above materially interfered with our ability or the ability of any of our affiliates to

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unwind or adjust all or a material portion of the hedge position with respect to the Securities.

For purposes of determining whether a Market Disruption Event has occurred: (1) a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange or market, (2) a decision to permanently discontinue trading in the relevant options contract will not constitute a Market Disruption Event, (3) a suspension of trading in options contracts on NVDA Stock by the primary securities market trading in such options, if available, by reason of (x) a price change exceeding limits set by such securities exchange or market, (y) an imbalance of orders relating to such contracts or (z) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence or material limitation of trading in options contracts related to NVDA Stock and (4) a suspension, absence or material limitation of trading on the primary securities market on which options contracts related to NVDA Stock are traded will not include any time when such securities market is itself closed for trading under ordinary circumstances.

Antidilution Adjustments  Subject to the occurrence of an Extraordinary Event, the Adjustment Factor with respect to NVDA Stock will be adjusted as follows:

1. If NVDA Stock is subject to a stock split or reverse stock split, then once such split has become effective, the Adjustment Factor will be adjusted to equal the product of the prior Adjustment Factor and the number of shares issued in such stock split or reverse stock split with respect to one share of NVDA Stock.

2. If NVDA Stock is subject (i) to a stock dividend (issuance of additional shares of NVDA Stock) that is given ratably to all holders of shares of NVDA Stock or (ii) to a distribution of NVDA Stock as a result of the triggering of any provision of the corporate charter of NVIDIA Corporation, then once the dividend has become effective and NVDA Stock is trading ex-dividend, the Adjustment Factor will be adjusted so that the new Adjustment Factor shall equal the prior Adjustment Factor plus the product of (i) the number of shares issued with respect to one share of NVDA Stock and (ii) the prior Adjustment Factor.

3. If NVIDIA Corporation issues rights or warrants to all holders of NVDA Stock to subscribe for or purchase NVDA Stock at an exercise price per share less than the Closing Price of NVDA Stock on both (i) the date the exercise price of such rights or warrants is determined and (ii) the expiration date of such rights or warrants, and if the expiration date of such rights or warrants precedes the maturity of the Securities, then the Adjustment Factor will be adjusted to equal the product of the prior Adjustment Factor and a fraction, the numerator of which shall be the number of shares of NVDA Stock outstanding immediately prior to the issuance of such rights or warrants plus the number of additional shares of NVDA Stock offered for subscription or purchase pursuant to such rights or warrants and the denominator of which shall be the number of shares of NVDA Stock

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outstanding immediately prior to the issuance of such rights or warrants plus the number of additional shares of NVDA Stock which the aggregate offering price of the total number of shares of NVDA Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Closing Price on the expiration date of such rights or warrants, which shall be determined by multiplying such total number of shares offered by the exercise price of such rights or warrants and dividing the product so obtained by such Closing Price.

4. The following adjustments to the Adjustment Factor will be made to reflect all ordinary cash dividends with respect to NVDA Stock (“Ordinary Dividends”) with an ex-dividend date during the period set forth below that have a value greater or less than the applicable Base Dividend (as defined below); provided that, if NVIDIA Corporation effects a change in the periodicity of its dividend payments (e.g. from quarterly payments to semi-annual payments) (a “Payment Period Adjustment”), the Calculation Agent will make a corresponding adjustment to the Base Dividend and the timing of any Ordinary Dividend adjustment pursuant to this paragraph 4. Ordinary Dividends do not include any distributions described in paragraph 2 and clauses (i), (iv) and (v) of the first sentence of paragraph 6 nor Extraordinary Dividends as defined in paragraph 5. If any Ordinary Dividend with respect to NVDA Stock has an “ex-dividend date” (that is, the day on and after which transactions in NVDA Stock on an organized securities exchange or trading system no longer carry the right to receive that cash dividend or other distributions) on or after the Trading Day immediately following the Pricing Date of the Securities and on or prior to the Final Valuation Date, the Adjustment Factor with respect to NVDA Stock will be adjusted on the ex-dividend date for such Ordinary Dividend so that the new Adjustment Factor will equal the product of (i) the prior Adjustment Factor and (ii) a fraction, the numerator of which is the Closing Price of NVDA Stock on the Trading Day preceding the ex-dividend date for the payment of such cash dividend or other cash distribution (such Closing Price, the “Base Closing Price”) and the denominator of which is (x) the sum of the Base Closing Price and the applicable Base Dividend less (y) the amount of such Ordinary Dividend. If NVIDIA Corporation declares that it will pay no dividend in any quarter, other than in connection with a Payment Period Adjustment, an adjustment will be made in accordance with this paragraph 4 on the date corresponding to the ex-dividend date in the immediately prior dividend payment period during which an ordinary cash dividend was paid.

“Base Dividend” means, with respect to each expected ex-dividend date specified below, the corresponding amount set forth in the table below; provided that each Base Dividend is subject to adjustment for any subsequent corporate event requiring an adjustment hereunder, such as a stock split or reverse stock split.

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5. Subject to the last sentence of this paragraph, if any cash dividend or distribution of such other property with respect to NVDA Stock includes an Extraordinary Dividend, the Adjustment Factor with respect to NVDA Stock will be adjusted on the ex-dividend date so that the new Adjustment Factor will equal the product of (i) the prior Adjustment Factor and (ii) a fraction, the numerator of which is the Base Closing Price, and the denominator of which is the amount by which the Base Closing Price exceeds the Extraordinary Dividend. “Extraordinary Dividend” means each of (a) the full amount per share of NVDA Stock of any cash dividend or special dividend or distribution that is identified by NVIDIA Corporation as an extraordinary or special dividend or distribution and (b) the full cash value of any non-cash dividend or distribution per share of NVDA Stock. A distribution on NVDA Stock described in clause (i), (iv) or (v) of the first sentence of paragraph 6 below shall cause an adjustment to the Adjustment Factor pursuant only to clause (i), (iv) or (v) of the first sentence of paragraph 6, as applicable.

6. If (i) there occurs any reclassification or change of NVDA Stock, including, without limitation, as a result of the issuance of any tracking stock by NVIDIA Corporation, (ii) NVIDIA Corporation or any surviving entity or subsequent surviving entity of NVIDIA Corporation (the “Successor Corporation”) has been subject to a merger, combination or consolidation and is not the surviving entity, (iii) any statutory exchange of securities of NVIDIA Corporation or any Successor Corporation with another corporation occurs (other than pursuant to clause (ii) above), (iv) NVIDIA Corporation is liquidated, (v) NVIDIA Corporation issues to all of its shareholders equity securities of an issuer other than NVIDIA Corporation (other than in a transaction described in clause (ii), (iii) or (iv) above) (a “Spin-Off Event”) or (vi) a tender or exchange offer or going-private transaction is consummated for all the outstanding shares of NVDA Stock (any such event in clauses (i) through (vi), a “Reorganization Event”), the method of determining the amount payable in accordance with the Payment at Maturity for each Stated Principal Amount, shall be determined in accordance with “—Payment at Maturity” above, except that all references to the “Share Price” therein shall be deemed to refer to the “Exchange Property Value” (as defined below).

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The “Exchange Property Value” means the sum of:

(a) the Closing Price of one share of any securities composing the Exchange Property on the relevant day multiplied by the number of units of the applicable securities received for each share of NVDA Stock; and

(b) the aggregate cash amount of any Exchange Property.

“Exchange Property” means any shares of NVDA Stock that continue to be held by the holders of NVDA Stock and any securities, cash or any other assets distributed to holders of NVDA Stock with respect to one share of NVDA Stock in, or as a result of, a Reorganization Event.

For purposes of paragraph 6 above, in the case of a consummated tender or exchange offer or going-private transaction involving consideration of particular types, Exchange Property shall be deemed to include the amount of cash or other property delivered by the offeror in the tender or exchange offer (in an amount determined on the basis of the rate of exchange in such tender or exchange offer or going-private transaction). In the event of a tender or exchange offer or a going-private transaction with respect to Exchange Property in which an offeree may elect to receive cash or other property, Exchange Property shall be deemed to include the kind and amount of cash and other property received by offerees who elect to receive cash. For the avoidance of doubt, no interest will accrue on any Exchange Property.

In the event that Exchange Property consists of securities, those securities will, in turn, be subject to the anti-dilution adjustments set forth in paragraphs 1 through 6.

Following the occurrence of any Reorganization Event referred to in paragraph 6 above, all references herein to “NVDA Stock” shall be deemed to refer to the Exchange Property, and references to a “share” or “shares” of NVDA Stock shall be deemed to refer to the applicable unit or units of such Exchange Property, unless the context otherwise requires.

No adjustment to the Adjustment Factor shall be required unless such adjustment would require a change of at least 0.1% in the Adjustment Factor then in effect. The Adjustment Factor resulting from any of the adjustments specified above shall be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward. Adjustments to the Adjustment Factor shall be made up to the close of business on the Final Valuation Date.

No adjustments to the Adjustment Factor or method of calculating the Adjustment Factor will be required other than those specified above. The adjustments specified above do not cover all events that could affect the closing price of NVDA Stock, including, without limitation, a partial tender or exchange offer for NVDA Stock.

The Calculation Agent shall be solely responsible for the determination and calculation of any adjustments to the

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Adjustment Factor or method of calculating the Exchange Property Value and of any related determinations and calculations with respect to any distributions of stock, other securities or other property or assets (including cash) in connection with any corporate event described in paragraphs 1 through 6 above, and its determinations and calculations with respect thereto shall be conclusive in the absence of manifest error.

The Calculation Agent will provide information as to any adjustments to the Adjustment Factor, or to the method of calculating the amount payable at maturity of the Securities made pursuant to paragraph 6 above, upon written request by any investor in the Securities.

Alternate Exchange Calculation

in Case of an Event of Default  If an Event of Default (as defined in the accompanying prospectus) with respect to the Securities shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Securities (the “Acceleration Amount”) will be an amount, determined by the Calculation Agent in its sole discretion, that is equal to the cost of having a Qualified Financial Institution, of the kind and selected as described below, expressly assume all our payment and other obligations with respect to the Securities as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to the Securities. That cost will equal:

•the lowest amount that a Qualified Financial Institution would charge to effect this assumption or undertaking, plus

•the reasonable expenses, including reasonable attorneys’ fees, incurred by the holders of the Securities in preparing any documentation necessary for this assumption or undertaking.

During the Default Quotation Period for the Securities, which we describe below, the holders of the Securities and/or we may request a Qualified Financial Institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest—or, if there is only one, the only—quotation obtained, and as to which notice is so given, during the Default Quotation Period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the Qualified Financial Institution providing the quotation and notify the other party in writing of those grounds within two Business Days after the last day of the Default Quotation Period, in which case that quotation will be disregarded in determining the Acceleration Amount.

Notwithstanding the foregoing, if a voluntary or involuntary liquidation, bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then

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depending on applicable bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount.

If the maturity of the Securities is accelerated because of an Event of Default as described above, we shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, and to DTC of the Acceleration Amount due with respect to the Securities as promptly as possible and in no event later than two Business Days after the date of such acceleration.

Default Quotation Period

The Default Quotation Period is the period beginning on the day the Acceleration Amount first becomes due and ending on the third Business Day after that day, unless:

•no quotation of the kind referred to above is obtained, or

•every quotation of that kind obtained is objected to within five Business Days after the due date as described above.

If either of these two events occurs, the Default Quotation Period will continue until the third Business Day after the first Business Day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five Business Days after that first Business Day, however, the Default Quotation Period will continue as described in the prior sentence and this sentence.

In any event, if the Default Quotation Period and the subsequent two Business Day objection period have not ended before the Final Valuation Date related to the Maturity Date, then the Acceleration Amount will equal the principal amount of the Securities.

Qualified Financial Institutions

For the purpose of determining the Acceleration Amount at any time, a Qualified Financial Institution must be a financial institution organized under the laws of any jurisdiction in the United States or Europe, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated either:

•A-2 or higher by Standard & Poor’s Ratings Services or any successor, or any other comparable rating then used by that rating agency, or

•P-2 or higher by Moody’s Investors Service or any successor, or any other comparable rating then used by that rating agency.

NVDA Stock; Public Information  NVIDIA Corporation is a visual computing company. NVDA Stock is registered under the Exchange Act. Companies with securities registered under the Exchange Act are required to file

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periodically certain financial and other information specified by the Securities and Exchange Commission (the “Commission”). Information provided to or filed with the Commission electronically can be accessed through a website maintained by the Commission. The address of the Commission’s website is www.sec.gov. Information provided to or filed with the Commission by NVIDIA Corporation pursuant to the Exchange Act can be located by reference to Commission file number 000-23985. 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. We make no representation or warranty as to the accuracy or completeness of such information.

This pricing supplement relates only to the Securities referenced hereby and does not relate to NVDA Stock or other securities of NVIDIA Corporation. We have derived all disclosures contained in this pricing supplement regarding NVIDIA Corporation from the publicly available documents described in the preceding paragraph. 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 NVIDIA Corporation in connection with the offering of the Securities. Neither we nor the Agent makes any representation that such publicly available documents are 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 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 NVIDIA Corporation could affect the value received at maturity with respect to the Securities and therefore the trading prices of the Securities.

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

We and/or our affiliates may presently or from time to time engage in business with NVIDIA Corporation, including extending loans to, or making equity investments in, NVIDIA Corporation or providing advisory services to NVIDIA Corporation, including merger and acquisition advisory services. In the course of such business, we and/or our affiliates may acquire non-public information with respect to NVIDIA Corporation, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to NVIDIA Corporation, and the reports may or may not recommend that investors buy or hold NVDA Stock. As a purchaser of the Securities, you should undertake an independent investigation of NVIDIA Corporation as in your judgment is appropriate to make

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an informed decision with respect to an investment linked to NVDA Stock.

Historical Information  The following table sets forth the published high and low Closing Prices of, as well as dividends on, NVDA Stock for each quarter in the period from January 1, 2019 through November 20, 2024. The Closing Price of NVDA Stock on November 20, 2024 was $145.89. We obtained the information in the table below from Bloomberg Financial Markets, without independent verification. The historical prices of NVDA Stock should not be taken as an indication of future performance, and no assurance can be given as to the Closing Price of NVDA Stock on any date, including the Final Valuation Date.

Unless the price of NVDA Stock has appreciated by more than 46.20% on the Final Valuation Date, the Payment at Maturity will be equal to or less than $1,000 per security, subject to the minimum payment amount of $900, and you will not receive any positive return on the Stated Principal Amount of the Securities. Additionally, even if the Payment at Maturity is equal to the Cash Amount, the Payment at Maturity will reflect only the appreciation of NVDA Stock in excess of the Exchange Price, and that appreciation will be measured in terms of the Exchange Price, which is significantly greater than the Share Reference Price.

The Issuer intends to enter into certain derivatives arrangements to hedge the exposure to pay cash amounts upon redemption and/or may be party to certain existing derivative positions in relation to shares of NVDA Stock and may enter into further transactions to hedge its position, or adjust its hedging position under such arrangements, including transactions to be conducted during the reference period regarding the determination of the Share Reference Price and other valuation periods in relation to the Securities. Such activity may impact the Share Reference Price, the price or value of shares of NVDA Stock and the Securities more generally, including without limitation during such valuation periods.

The hedging activities of the Issuer may present a conflict of interest between the interests of holders of the Securities and the interests that the Issuer and the Agent have in executing, maintaining and adjusting hedge transactions. These hedging activities could also affect the price of the Securities in the secondary market. In addition, because hedging the obligations under derivative arrangements in relation to shares of NVDA Stock or the Securities entails risk and may be influenced by market conditions beyond the Issuer’s control, hedging activities may result in a profit or loss for the Issuer.

Furthermore, the Calculation Agent in respect of the Securities is a subsidiary of Morgan Stanley and an affiliate of the Issuer. As a result, potential conflicts of interest may arise in acting in its capacity as the Calculation Agent and other capacities in which it acts under the Securities. Subject to any relevant regulatory obligations, the Calculation Agent owes no duty or responsibility to any holder of the Securities to avoid any conflict or to act in the interests of any holder of the Securities. The Issuer may also rely

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on affiliates of Morgan Stanley (including the Calculation Agent) or other service providers to perform its operational requirements. In the event any relevant Morgan Stanley entities or other service providers fail to perform any obligations, this may adversely affect the value of shares of NVDA Stock and potentially the amounts payable under the Securities. Further, Morgan Stanley or any of its affiliates may contract with the Issuer and/or enter into transactions, including hedging transactions, which relate to the Issuer or the Securities and as a result Morgan Stanley may face a conflict between its obligations as Calculation Agent and its and/or its affiliates’ interests in other capacities.

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NVIDIA Corporation

Historical High and Low Closing Prices and Dividends

January 1, 2019 through November 20, 2024

The following graph shows the daily Closing Prices of NVDA Stock from January 1, 2019 through November 20, 2024. We obtained the information in the graph below from Bloomberg Financial Markets, without independent verification. The historical Closing Prices should not be taken as an indication of future performance, and no assurance can be given as to the Closing Price on any date, including on the Final Valuation Date.

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Historical Daily Closing Prices of NVIDIA Corporation

January 1, 2019 through November 20, 2024

Use of Proceeds and Hedging  The proceeds from the sale of the Securities will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per Security issued. The costs of the Securities borne by you and described beginning on PS-3 above comprise the cost of issuing, structuring and hedging the Securities. See also “Use of Proceeds” in the accompanying prospectus.

On or prior to the pricing date, we expect to hedge our anticipated exposure in connection with the Securities by entering into hedging transactions with our affiliates and/or third-party dealers. We expect our hedging counterparties to take positions in NVDA Stock, options contracts on NVDA Stock listed on major securities markets or positions in any other available securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could increase the price of NVDA Stock on the pricing date, and, therefore, could increase the Exchange Price, which is the price above which NVDA Stock must close on the Final Valuation Date so that investors receive a positive return on their investment in the Securities. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the Securities, including on the Final Valuation Date, by purchasing and selling NVDA Stock, options contracts on NVDA Stock listed on major securities markets or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. 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 Valuation Date approaches. We cannot give any assurance that our hedging activities will not affect the price of NVDA Stock, and, therefore, adversely affect the value of the Securities or the payment you will receive at maturity.

Supplemental Information Concerning

Plan of Distribution; Conflicts of Interest  MS & Co. will not receive a sales commission in connection with the Securities.

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to

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make a profit by selling, structuring and, when applicable, hedging the Securities.

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account.

In order to facilitate the offering of the Securities, the Agent may engage in transactions that stabilize, maintain or otherwise affect the price of the Securities. Specifically, the Agent may sell more Securities than it is obligated to purchase in connection with the offering, creating a naked short position in the Securities, for its own account. The Agent must close out any naked short position by purchasing the Securities in the open market after the offering. A naked short position in the Securities is more likely to be created if the Agent is concerned that there may be downward pressure on the price of the Securities in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the Agent may bid for, and purchase, the Securities or NVDA Stock in the open market to stabilize the price of the Securities. Any of these activities may raise or maintain the market price of the Securities above independent market prices or prevent or retard a decline in the market price of the Securities. The Agent is not required to engage in these activities, and may end any of these activities at any time. An affiliate of the Agent has entered into a hedging transaction with us in connection with this offering of Securities. See “—Use of Proceeds and Hedging” above.

Validity of the Securities  In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the Securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such Securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is

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subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the Securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2024, which is Exhibit 5-a to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 26, 2024.

United States Federal Taxation  In the opinion of our counsel, Davis Polk & Wardwell LLP, the Securities should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as described in the section of the accompanying prospectus supplement called “United States Federal Taxation—Tax Consequences to U.S. Holders.” Under this treatment, if you are a U.S. taxable investor, you generally will be required to accrue as interest income original issue discount (“OID”) based on the “comparable yield” (as defined in the accompanying prospectus supplement) of the Securities, adjusted upward or downward to reflect the difference, if any, between the actual amounts (including, if applicable, the payment of an Extraordinary Event Amount) and projected amounts of the payments on the Securities. The comparable yield and the projected payment schedule with respect to a Security can be obtained by contacting Morgan Stanley at StructuredNotesTaxInfo@morganstanley.com.

Upon sale or exchange of the Securities (at or prior to maturity), you will recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted basis in the Securities, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the Securities, and decreased by the amount of any stated interest you have received in respect of the Securities through the date of the sale or exchange. You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous OID inclusions, and the balance as capital loss. The deductibility of capital losses is subject to limitations.

Special rules will apply if contingent payments on the Securities become fixed, including as described under “Description of Securities – Extraordinary Events.” If all contingent payments on the Securities become fixed substantially contemporaneously, a U.S. Holder will be required to make adjustments to account for the difference between the amounts treated as fixed and the projected payments in a reasonable manner over the remaining term of the Securities. For purposes of the preceding sentence, a payment (including an amount payable at or prior to maturity) will be treated as fixed if (and when) all remaining contingencies with respect to it are remote or incidental within the meaning of the applicable Treasury regulations. A U.S. Holder’s tax basis in the Securities and the character of any gain or loss on the sale of the Securities will also be affected. U.S. Holders should consult their tax advisers concerning the application of these special rules.

You should read the discussion under “United States Federal Taxation” in the accompanying prospectus supplement concerning the U.S. federal income tax consequences of an investment in the Securities.

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The comparable yield and the projected payment schedule will not be provided for any purpose other than the determination of U.S. Holders’ accruals of interest income and adjustments thereto in respect of the Securities for U.S. federal income tax purposes, and we make no representation regarding the actual amount of the payments that will be made on the Securities.

If you are a non-U.S. investor, please also read the section of the accompanying prospectus supplement called “United States Federal Taxation—Tax Consequences to Non-U.S. Holders.”

As discussed in the accompanying prospectus supplement, Section 871(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an Internal Revenue Service (“IRS”) notice, Section 871(m) will not apply to securities issued before January 1, 2027 that do not have a delta of one with respect to any Underlying Security. Based on our determination that the Securities do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the Securities should not be Specified Securities and, therefore, should not be subject to Section 871(m). Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the Securities.

You should consult your tax adviser regarding all aspects of the U.S. federal income tax consequences of an investment in the Securities, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. Moreover, neither this document nor the accompanying prospectus supplement addresses the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.

The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying prospectus supplement, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the Securities.

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