Primary Offering Prospectus - Form 424B2

May 2024

Preliminary Pricing Supplement No. 2,060

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

Dated April 26, 2024

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee the repayment of any principal at maturity and have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this document. Beginning after one-year, if a redemption event has occurred with respect to each of the common stock of NVIDIA Corporation, the common stock of Tesla, Inc. and the common stock of Netflix, Inc., which we refer to collectively as the underlying stocks, the securities will be automatically redeemed for an early redemption payment that will increase over the term of the securities, as described below. A redemption event occurs with respect to an underlying stock if, on any monthly determination date (beginning after one year), the closing price of such underlying stock (multiplied by its respective then-current adjustment factor) is greater than or equal to 85% of its respective initial share price, which we refer to as the respective call threshold level. The securities will be redeemed if a redemption event occurs with respect to each of the underlying stocks on either the same monthly determination date (beginning after one year) or on different monthly determination dates (beginning after one year), but a redemption eventmust occur with respect to each of the underlying stocks for the securities to be automatically redeemed. No further payments will be made on the securities once they have been redeemed. At maturity, if a redemption event has occurred with respect to each underlying stock on or prior to the final determination date, investors will receive a payment at maturity per $1,000 security that reflects a per annum return of at least approximately 28.50% (to be determined on the pricing date). If at least one underlying stock has not experienced a redemption event on or prior to the final determination date, but the final share price of each underlying stock is greater than or equal to 60% of its respective initial share price, which we refer to as the respective downside threshold level, investors will receive the stated principal amount of their investment. However, if at least one underlying stock has not experienced a redemption event on or prior to the final determination date, and the final share price of any underlying stock is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying stock from its initial share price on a 1-to-1 basis and will receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment. The securities are for investors who are willing to risk their principal based on the worst performing underlying stock and forgo current income and participation in the appreciation of the underlying stocks in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if a redemption event occurs with respect to each underlying stock on or prior to the final determination date. In order for you to receive a positive return on the securities, a redemption event must occur with respect to each underlying stock on or prior to the final determination date. Furthermore, a redemption event can occur with respect to any underlying stock only on one of the monthly determination dates (beginning after one year), and not at other times during the term of the securities. If at least one underlying stock has not experienced a redemption event on or prior to the final determination date, the payment at maturity will be based on the worst performing of the underlying stocks. In such a scenario, a decline beyond the respective downside threshold level of any underlying stock will result in a significant loss of your investment, even if the other underlying stocks have appreciated or have not declined as much. Investors will not participate in the appreciation of any underlying stock. The securities are issued as part of MSFL's Series A Global Medium-Term Notes program.

All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

(1)Selected dealers and their financial advisors will receive a structuring fee of up to $8 for each security from the agent or its affiliates. MS & Co., the agent, will not receive a sales commission in connection with 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.

(2)See "Use of proceeds and hedging" on page 30.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 14.

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

The securities are not deposits or 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 and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see "Additional Terms of the Securities" and "Additional Information About the Securities" at the end of this document.

As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Product Supplement for Auto-Callable Securities dated November 16, 2023 ​Prospectus dated April 12, 2024

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Terms continued from previous page:

Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After One Year)

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

* The actual early redemption payment with respect to each determination date will be determined on the pricing date and will be an amount in cash per stated principal amount corresponding to a return of at least approximately 28.50% per annum.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Investment Summary

Auto-Callable Securities

Principal at Risk Securities

The Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc. (the "securities") do not provide for the regular payment of interest and do not guarantee any repayment of the stated principal amount at maturity. Instead, if, as of any monthly determination date (beginning after one year), a redemption event has occurred with respect to each underlying stock, the securities will be automatically redeemed for an early redemption payment that will increase over the term of the securities, as described below. No further payments will be made on the securities once they have been redeemed. At maturity, if a redemption event has occurred with respect to each underlying stock on or prior to the final determination date, investors will receive a payment at maturity per $1,000 security that reflects a per annum return of at least approximately 28.50% (to be determined on the pricing date). If at least one underlying stock has not experienced a redemption event on or prior to the final determination date, but the final share price of each underlying stock is greater than or equal to its respective downside threshold level, which is 60% of the respective initial share price, investors will receive the stated principal of $1,000. However, if at least one underlying stock has not experienced a redemption event on or prior to the final determination date, and the final share price of any underlying stock is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying stock from its initial share price on a 1-to-1 basis and will receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment.

May 2024Page 4

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

May 2024Page 5

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security on the pricing date will be approximately $971.00, or within $45.00 of that estimate. Our estimate of the value of the securities 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 securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying stocks. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

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

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

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

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

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Key Investment Rationale

The securities do not provide for the regular payment of interest. Instead, beginning after one year, the securities will be automatically redeemed if, as of any monthly determination date, a redemption event has occurred with respect to each underlying stock.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity and the payment at maturity may be significantly less than the stated principal amount of the securities and may be zero.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be determined by reference to the closing price of each underlying stock on each of the monthly determination dates (beginning after one year), and the payment at maturity (if the securities are not redeemed prior to maturity) will be determined by reference to whether or not a redemption event has occurred with respect to each underlying stock and the final share price of each underlying stock on the final determination date. The actual early redemption payment with respect to each applicable determination date, initial share prices, call threshold levels and downside threshold levels will be determined on the pricing date. Some numbers appearing in the examples below may have been rounded for ease of analysis. All payments on the securities are subject to our credit risk. The below examples assume that there are no adjustments to the adjustment factors and are based on the following terms:

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

May 2024Page 9

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Automatic Call:

Example 1 - The securities are redeemed following the second determination date.

In this example, on the first determination date, the closing prices of two of the underlying stocks are at or above their respective call threshold levels, but the closing price of the other underlying stock is below its respective call threshold level. Therefore, the securities are not redeemed, but a redemption event has occurred with respect to the TSLA Stock and the NFLX Stock. On the second determination date, the closing price of the NVDA Stock is at or above its respective call threshold level. Therefore, as of the second determination date, a redemption event has occurred with respect to each of the three underlying stocks. The securities are automatically redeemed on the second early redemption date. Investors will receive $1,308.80 per security on the related early redemption date, corresponding to an annual return of approximately 28.50%. No further payments will be made on the securities once they have been redeemed, and investors do not participate in the appreciation of any underlying stock.

Example 2 - The securities are redeemed following the sixth determination date.

In this example, on the first determination date, a redemption event occurs with respect to the NVDA Stock, but a redemption event does not occur with respect to either the TSLA Stock or the NFLX Stock. Therefore, the securities are not redeemed. On the second determination date, a redemption event occurs with respect to the TSLA Stock, but because the NFLX Stock has not experienced a redemption event, the securities are not redeemed. On each of the third through fifth determination dates, the NFLX Stock does not experience a redemption event. Therefore, the securities are not redeemed. On the sixth determination date, a redemption event occurs with respect to the NFLX Stock. Therefore, the securities are automatically redeemed, as a redemption event has occurred with respect to each of the three underlying stocks. Investors

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

will receive a payment of $1,403.80 per security on the related early redemption date. No further payments will be made on the securities once they have been redeemed, and investors do not participate in the appreciation of any underlying stock.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Payment at Maturity

In the following examples, a redemption event has not occurred with respect to at least one of the underlying stocks prior to the final determination date, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.

In example 1, the final share price of each underlying stock is at or above its respective call threshold level. Therefore, a redemption event has necessarily occurred with respect to each underlying stock on or prior to the final determination date, and investors receive at maturity a fixed positive return. Investors do not participate in the appreciation of any underlying stock.

In example 2, the final share price of two of the underlying stocks are at or above their respective call threshold levels and downside threshold levels, but the final share price of the other underlying stock is below its call threshold level and at or above its downside threshold level. A redemption event has necessarily occurred with respect to both the NVDA Stock and NFLX Stock. This example assumes that a redemption event has not occurred with respect to the TSLA Stock prior to the final determination date. Therefore, at least one underlying stock has not experienced a redemption event on or prior to the final determination date. The NVDA Stock has increased 20% from its initial share price to its final share, the NFLX Stock has increased 10% from its initial share price to its final share price and the TSLA Stock has declined 20% from its initial share price to its final share price. Therefore, investors receive a payment at maturity equal to $1,000 per security. Investors do not participate in the appreciation of any underlying stock.

In example 3, the final share prices of two of the underlying stocks are at or above their respective call threshold levels and downside threshold levels, but the final share price of the other underlying stock is below its respective downside threshold level. A redemption event has necessarily occurred with respect to the both the NVDA Stock and TSLA Stock, but this example assumes that a redemption event has not occurred with respect to the NFLX Stock prior to the final determination date. Therefore, at least one underlying stock has not experienced a redemption event on or prior to the final determination date. Because the final share price of the NFLX Stock is below its respective downside threshold level, investors are

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

exposed to the downside performance of the worst performing underlying stock at maturity. The NVDA Stock has increased 20% from its initial share price to its final share price, the TSLA Stock has increased 25% from its initial share price to its final share price and the NFLX Stock has declined 70% from its initial share price to its final share price. Therefore, investors receive at maturity an amount equal to the stated principal amount multiplied by the share performance factor of the NFLX Stock, which is the worst performing underlying stock in this example. Investors lose a significant portion of their investment even though the other two underlying stocks have appreciated, because the final share price of the other underlying stock is less than its respective downside threshold level.

In example 4, at least one underlying stock has not experienced a redemption event on or prior to the final determination date. The final share price of one of the underlying stocks is at or above its call threshold level and downside threshold level, the final share price of one of the underlying stocks is below its call threshold level and at or above its downside threshold level and the final share price of the other underlying stock is below its respective downside threshold level. Therefore, investors are exposed to thedownside performance of the worst performing underlying stock at maturity. The NVDA Stock has increased 20% from its initial share price to its final share price, the TSLA Stock has declined 80% from its initial share price to its final share price and the NFLX Stock has declined 25% from its initial share price to its final share price. Therefore, the payment at maturity equals the stated principal amount times the share performance factor of the NVDA Stock, which is the worst performing underlying stock in this example.

In example 5, at least one underlying stock has not experienced a redemption event on or prior to the final determination date. The final share price of each of the underlying stocks is below its respective downside threshold level, and investors receive at maturity an amount equal to the stated principal amount times the share performance factor of the worst performing underlying stock. The NVDA Stock has declined 80% from its initial share price to its final share price, the TSLA Stock has declined 55% from its initial share price to its final share price and the NFLX Stock has declined 50% from its initial share price to its final share price. Therefore, the payment at maturity equals the stated principal amount times the share performance factor of the NVDA Stock, which is the worst performing underlying stock in this example.

If a redemption event has not occurred with respect to at least one underlying stock, and the final share price of any underlying stock is below its respective downside threshold level, you will lose a significant portion or all of your investment in the securities.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

Risk Factors

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

Risks Relating to an Investment in the Securities

￭The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not pay any interest and do not guarantee the return of any of the stated principal amount at maturity. If at least one underlying stock has not experienced a redemption event on or prior to the final determination date, and the final share price of any underlying stock is less than its respective downside threshold level of 60% of its initial share price, you will be exposed to the decline in the worst performing underlying stock, as compared to its respective initial share price, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal to the stated principal amount times the share performance factor of the worst performing underlying stock. In this case, the payment at maturity will be less than 60% of the stated principal amount and could be zero.

￭The appreciation potential of the securities is limited by the fixed early redemption payments or payment at maturity specified for each determination date. The appreciation potential of the securities is limited to the fixed early redemption payments specified for each determination date (beginning after one year) if, as of that determination date, each underlying stock has closed at or above its respective call threshold level on at least one monthly determination date, or to the fixed upside payment at maturity if the securities have not been redeemed and, as of the final determination date, a redemption event has occurred with respect to each underlying stock. In all cases, you will not participate in any appreciation of the underlying stocks, which could be significant. In addition, in order for you to receive a positive return on the securities, a redemption event must occur with respect to each underlying stock on or prior to the final determination date. Furthermore, a redemption event can occur with respect to any underlying stock only on one of the monthly determination dates (beginning after one year), and not at other times during the term of the securities. If a redemption event occurs with respect to only one or two of the underlying stocks, but not with respect to the other(s), you will not receive a positive return on the securities, and you may lose a significant portion or all of your investment at maturity.

￭The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the prices of the underlying stocks on any day, including in relation to the respective initial share prices, call threshold levels and downside threshold levels, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

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

odividend rates on the underlying stocks,

otime remaining until the securities mature,

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 adjustments to the adjustment factors, and

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

Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount of $1,000 per security if the price of any underlying stock at the time of sale is near or below its downside threshold level or if market interest rates rise.

￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities upon an early redemption or at maturity and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

￭Reinvestment risk.The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will receive no further payments on the securities and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be redeemed in the first year of the term of the securities.

￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

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

￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to

May 2024Page 15

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due May 8, 2028, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc. and the Common Stock of Netflix, Inc.

Principal at Risk Securities

purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

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

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

￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The market price will be influenced by many unpredictable factors" above.

￭Hedging and trading activity by our affiliates could potentially affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying stocks), including trading in the underlying stocks. Some of our affiliates also trade the underlying stocks and other financial instruments related to the underlying stocks on a regular basis as part of their general broker-dealer and other businesses. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the final determination date approaches. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial share price of an underlying stock, and, therefore, could increase (i) the value at or above which such underlying stock must close on the determination dates so that the securities are redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying stocks), and (ii) the downside threshold level for such underlying stock, which is the price at or above which the underlying stock must close on the final determination date (if the securities are not called) so that investors do not suffer a significant loss on their initial investment in the securities (depending also on the performance of the other underlying stocks). Additionally, such hedging or trading activities during the term of the securities could potentially affect the closing price of any underlying stock on the determination dates, and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any (depending also on the performance of the other underlying stocks).

￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial share prices, the call threshold levels, the downside threshold levels, the final share prices, whether a redemption event has occurred with respect to each underlying stock, whether the securities will be redeemed following any determination date, whether a market disruption event has occurred, whether to make any adjustments to the adjustment factors and the payment that you will receive upon an early redemption or at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and certain adjustments to the

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adjustment factors. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations, see "Description of Auto-Callable Securities-Postponement of Determination Dates," "-Alternate Exchange Calculation in Case of an Event of Default," and "-Calculation Agent and Calculations" in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

￭The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion under "Additional Information - Tax considerations" in this document and the discussion under "United States Federal Taxation" in the accompanying product supplement for auto-callable securities (together, the "Tax Disclosure Sections") concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the securities, the timing and character of income on the securities might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlying Stocks

￭You are exposed to the price risk of each of the underlying stocks. Your return on the securities is not linked to a basket consisting of the underlying stocks. Rather, it will be contingent upon the independent performance of each underlying stock. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each of the underlying stocks. Poor performance by any underlying stock over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying stocks. To receive an early redemption payment, each underlying stock must have closed at or above its respective call threshold level on a determination date (beginning after one year). In addition, if at least one underlying stock has not experienced a redemption event on or prior to the final determination date, and any underlying stock has declined to below its respective downside threshold level as of the final determination date, you will be fully exposed to the decline in the worst performing underlying stock over the term of the securities on a 1-to-1 basis, even if the other underlying stocks have appreciated or have not declined as much. Under these circumstances, the value of any such payment at maturity

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will be less than 60% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of each of the underlying stocks.

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

￭We may engage in business with or involving NVIDIA Corporation, Tesla, Inc. or Netflix, Inc. without regard to your interests. We or our affiliates may presently or from time to time engage in business with NVIDIA Corporation, Tesla, Inc. or Netflix, Inc. without regard to your interests and thus may acquire non-public information about NVIDIA Corporation, Tesla, Inc. or Netflix, Inc. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published and in the future may publish research reports with respect to NVIDIA Corporation, Tesla, Inc. or Netflix, Inc., 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 determination 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, this may decrease the final share price of an underlying stock to be less than its respective downside threshold level (resulting in a loss of a significant portion or all of your investment in the securities), materially and adversely affecting your return.

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NVIDIA Corporation Overview

NVIDIA Corporation is a visual computing company. The NVDA 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 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 April 25, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the NVDA Stock for each quarter from January 1, 2021 through April 25, 2024. The closing price of the NVDA Stock on April 25, 2024 was $826.32. The associated graph shows the closing prices of the NVDA Stock for each day from January 1, 2019 through April 25, 2024. 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 the NVDA Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the NVDA Stock on any determination date, including the final determination date.

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 securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of NVIDIA Corporation.

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This document relates only to the securities offered hereby and does not relate to the NVDA Stock or other securities of NVIDIA Corporation. We have derived all disclosures contained in this document regarding the NVDA 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 NVIDIA Corporation. 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 above) that would affect the trading price of the NVDA Stock (and therefore the price of the NVDA 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 NVIDIA Corporation could affect the value received with respect to the securities and therefore the value of the securities.

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

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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. The 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 April 25, 2024:

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, 2021 through April 25, 2024. The closing price of the TSLA Stock on April 25, 2024 was $170.18. The associated graph shows the closing prices of the TSLA Stock for each day from January 1, 2019 through April 25, 2024. 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 the TSLA Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the TSLA Stock on any determination date, including the final determination date.

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 securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Tesla, Inc.

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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 we nor any of our affiliates makes any representation to you as to the performance of the TSLA Stock.

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Netflix, Inc. Overview

Netflix, Inc. operates an internet entertainment service. The NFLX Stock is registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Netflix, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-35727 through the Securities and Exchange Commission's website at www.sec.gov. In addition, information regarding Netflix, 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 NFLX Stock is accurate or complete.

Information as of market close on April 25, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the NFLX Stock for each quarter from January 1, 2021 through April 25, 2024. The closing price of the NFLX Stock on April 25, 2024 was $564.80. The associated graph shows the closing prices of the NFLX Stock for each day from January 1, 2019 through April 25, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the NFLX Stock may have been adjusted for stock splits and other corporate events. The historical performance of the NFLX Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the NFLX Stock on any determination date, including the final determination date.

We make no representation as to the amount of dividends, if any, that Netflix, Inc. may pay in the future. In any event, as an investor in the securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Netflix, Inc.

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This document relates only to the securities offered hereby and does not relate to the NFLX Stock or other securities of Netflix, Inc. We have derived all disclosures contained in this document regarding the NFLX 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 Netflix, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Netflix, 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 NFLX Stock (and therefore the price of the NFLX 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 Netflix, Inc. could affect the value received with respect to the securities and therefore the value of the securities.

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

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Additional Terms of the Securities

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

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Additional Information About the Securities

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