Trigger Jump Securities Based on the Value of the Worst Performing of the S&P 500® Index and the Russell 2000® Index due May 18, 2028
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Trigger Jump Securities, 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, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for Jump Securities, index supplement and prospectus, as supplemented and modified by this document. If the final index value of each underlying index is greater than or equal to its respective initial index value, you will receive for each security that you hold at maturity a fixed upside payment of $480 per security in addition to the stated principal amount. If the final index value of either underlying index is less than its respective initial index value but the final index value of each underlying index is greater than or equal to its respective downside threshold value, you will receive for each security that you hold at maturity the fixed payment of $120 per security in addition to the stated principal amount. However, if the final index value of either underlying index is less than its respective downside threshold value, the payment at maturity will be significantly less than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease in the final index value of the worst performing underlying from its initial index value. Under these circumstances, the payment at maturity will be less than $700 per security and could be zero. Accordingly, you could lose your entire initial investment in the securities. Because the payment at maturity on the securities is based on the worst performing of the underlying indices, a decline in either final index value below 70% of its respective initial index value will result in a significant loss on your investment, even if the other underlying index has appreciated or has not declined as much. The securities are for investors who seek an equity indexbased return and who are willing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current income and returns above the upside payment in exchange for the upside payment and fixed payment features that in each case apply to a limited range of performance of the worst performing underlying index. The securities are notes issued as part of MSFL’s Series A Global MediumTerm 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.





FINAL TERMS


Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Issue price:

$1,000 per security

Stated principal amount:

$1,000 per security

Pricing date:

May 15, 2024

Original issue date:

May 20, 2024 (3 business days after the pricing date)

Maturity date:

May 18, 2028

Aggregate principal amount:

$11,000,000

Interest:

None

Underlying indices:

The S&P 500® Index (the “SPX Index”) and the Russell 2000® Index (the “RTY Index”)

Payment at maturity:

●If the final index value of each underlying index is greater than or equal to its respective initial index value:
$1,000 + the upside payment
●If the final index value of either underlying index is less than its respective initial index value but the final index value of each underlying index is greater than or equal to its respective downside threshold value:
$1,000 + the fixed payment
●If the final index value of either underlying index is less than its respective downside threshold value, meaning the value of either underlying index has declined by more than 30% from its respective initial index value to its respective final index value:
$1,000 × index performance factor of the worst performing underlying index
Under these circumstances, the payment at maturity will be significantly less than the stated principal amount of $1,000, and will represent a loss of more than 30%, and possibly all, of your investment.

Upside payment:

$480 per security (48% of the stated principal amount)

Fixed payment:

$120 per security (12% of the stated principal amount)

Index performance factor:

With respect to each underlying index, final index value / initial index value

Worst performing underlying index:

The underlying index with the lesser index performance factor

Initial index value:

With respect to the SPX Index, 5,308.15, which is the index closing value of such index on the pricing date
With respect to the RTY Index, 2,109.459, which is the index closing value of such index on the pricing date

Downside threshold value:

With respect to the SPX Index, 3,715.705, which is 70% of the initial index value for such index
With respect to the RTY Index, 1,476.621, which is approximately 70% of the initial index value for such index

Final index value:

With respect to each underlying index, the index closing value of such index on the valuation date

Valuation date:

May 15, 2028, subject to postponement for nonindex business days and certain market disruption events

CUSIP / ISIN:

61776LA80 / US61776LA800

Listing:

The securities will not be listed on any securities exchange.

Agent:

Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”

Estimated value on the pricing date:

$965.10 per security. See “Investment Summary” on page 2.

Commissions and issue price:

Price to public(1)

Agent’s commissions and fees(2)

Proceeds to us(3)

Per security

$1,000

$0

$1,000

Total

$11,000,000

$0

$11,000,000

(1)The securities will be sold only to investors purchasing the securities in feebased advisory accounts.
(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $1,000 per security, for further sale to certain feebased advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for Jump Securities.
(3)See “Use of proceeds and hedging” on page 19.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.
References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for Jump Securities dated November 16, 2023 Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024