MS-P Morgan Stanley

November 2024

Pricing Supplement No. 4,771

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

Dated November 12, 2024

Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. and International Equities

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

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, index 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 class C capital stock of Alphabet Inc., the common stock of Microsoft Corporation and the Nasdaq-100 Index®, which we refer to collectively as the underlyings, 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 if, on any quarterly determination date (beginning after one year), the closing level of such underlying (multiplied by the respective then-current adjustment factor, if applicable) is greater than or equal to 100% of its respective initial level, 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 underlyings on either the same quarterly determination date (beginning after one year) or on different quarterly determination dates (beginning after one year), but a redemption event must occur with respect to each of the underlyings 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 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 approximately 20.25%. If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to 70% of its respective initial level, 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 has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying from its initial level on a 1-to-1 basis and will receive a payment at maturity that is less than 70% 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 and forgo current income and participation in the appreciation of the underlyings 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 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 on or prior to the final determination date. Furthermore, a redemption event can occur with respect to any underlying only on one of the quarterly determination dates (beginning after one year), and not at other times during the term of the securities. If at least one underlying 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 underlyings. In such a scenario, a decline beyond the respective downside threshold level of any underlying will result in a significant loss of your investment, even if the other underlyings have appreciated or have not declined as much. Investors will not participate in the appreciation of any underlying. 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 27.

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

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, 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.

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

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Terms continued from previous page:

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

November 2024 Page 2

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Investment Summary

Auto-Callable Securities

Principal at Risk Securities

The Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index® (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 quarterly determination date (beginning after one year), a redemption event has occurred with respect to each underlying, 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 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 approximately 20.25%. If at least one underlying has not experienced a redemption event on or prior to the final determination date, but the final level of each underlying is greater than or equal to its respective downside threshold level, which is 70% of the respective initial level, investors will receive the stated principal of $1,000. However, if at least one underlying has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level, investors will be exposed to the decline of the worst performing underlying from its initial level on a 1-to-1 basis and will receive a payment at maturity that is less than 70% 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.

November 2024 Page 3

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 4

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of each security on the pricing date is $986.90.

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 underlyings. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, 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 underlyings, 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 underlyings, 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.

November 2024 Page 5

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

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 quarterly determination date, a redemption event has occurred with respect to each underlying.

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.

November 2024 Page 6

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

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 level of each underlying on each of the quarterly 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 and the final level of each underlying on the final determination date. The actual initial levels, call threshold levels and downside threshold levels are set forth on the cover of this document. 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:

November 2024 Page 7

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

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 levels of two of the underlyings are at or above their respective call threshold levels, but the closing level of the other underlying is below its respective call threshold level. Therefore, the securities are not redeemed, but a redemption event has occurred with respect to the MSFT Stock and the NDX Index. On the second determination date, the closing level of the GOOG 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 underlyings. The securities are automatically redeemed on the second early redemption date. Investors will receive $1,253.125 per security on the related early redemption date, corresponding to an annual return of approximately 20.25%. 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.

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 GOOG Stock, but a redemption event does not occur with respect to either the MSFT Stock or the NDX Index. Therefore, the securities are not redeemed. On the second determination date, a redemption event occurs with respect to the MSFT Stock, but because the NDX Index has not experienced a redemption event, the securities are not redeemed. On each of the third through fifth determination dates, the NDX Index 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 NDX Index. Therefore, the securities are automatically redeemed, as a redemption event has occurred with respect to each of the three underlyings. Investors will receive a payment of $1,455.625 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.

November 2024 Page 8

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

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 underlyings 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 level of each underlying is at or above its respective call threshold level. Therefore, a redemption event has necessarily occurred with respect to each underlying 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.

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

In example 3, the final levels of two of the underlyings are at or above their respective call threshold levels and downside threshold levels, but the final level of the other underlying is below its respective downside threshold level. A redemption event has necessarily occurred with respect to the both the GOOG Stock and MSFT Stock, but this example assumes that a redemption event has not occurred with respect to the NDX Index prior to the final determination date. Therefore, at least one underlying has not experienced a redemption event on or prior to the final determination date. Because the final level of the NDX Index is below its respective downside threshold level, investors are exposed to the downside performance of the worst performing underlying at maturity. The GOOG Stock has increased 20% from its initial level to its final level, the MSFT Stock has increased 25% from its initial level to its final level and the NDX Index has declined 70% from its initial level to its final level. Therefore, investors receive at maturity an amount equal to the stated principal amount multiplied by the share

November 2024 Page 9

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

performance factor of the NDX Index, which is the worst performing underlying in this example. Investors lose a significant portion of their investment even though the other two underlyings have appreciated, because the final level of the other underlying is less than its respective downside threshold level.

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

In example 5, at least one underlying has not experienced a redemption event on or prior to the final determination date. The final level of each of the underlyings 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. The GOOG Stock has declined 80% from its initial level to its final level, the MSFT Stock has declined 55% from its initial level to its final level and the NDX Index has declined 50% from its initial level to its final level. Therefore, the payment at maturity equals the stated principal amount times the share performance factor of the GOOG Stock, which is the worst performing underlying in this example.

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

November 2024 Page 10

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

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, index 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 has not experienced a redemption event on or prior to the final determination date, and the final level of any underlying is less than its respective downside threshold level of 70% of its initial level, you will be exposed to the decline in the worst performing underlying, as compared to its respective initial level, 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. In this case, the payment at maturity will be less than 70% 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 has closed at or above its respective call threshold level on at least one quarterly 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. In all cases, you will not participate in any appreciation of the underlyings, 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 on or prior to the final determination date. Furthermore, a redemption event can occur with respect to any underlying only on one of the quarterly 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 underlyings, 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 values of the underlyings on any day, including in relation to the respective initial levels, 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 volatility (frequency and magnitude of changes in value) of each underlying and of the stocks composing the NDX Index,

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the GOOG Stock, the MSFT Stock and the component stocks of the NDX Index or securities markets generally and which may affect the value of each underlying,

odividend rates on the GOOG Stock, the MSFT Stock or on the securities underlying the NDX Index,

otime remaining until the securities mature,

ointerest and yield rates in the market,

othe availability of comparable instruments,

othe composition of the NDX Index and changes in the respective constituent stocks

othe occurrence of certain events affecting the GOOG Stock or the MSFT Stock that may or may not require an adjustment to an adjustment factor, and

November 2024 Page 11

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

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 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 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 underlyings or the stocks composing the NDX Index. Investing in the securities is not equivalent to investing in any of the underlyings or the component stocks of the NDX Index. Investors in the securities will not participate in any appreciation in the underlyings, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the GOOG Stock, the MSFT Stock, or the stocks that constitute the NDX Index.

￭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

November 2024 Page 12

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will 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 underlyings, 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 underlyings), including trading in the GOOG Stock, the MSFT Stock, the stocks that constitute the NDX Index, as well as in other instruments related to the underlyings 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. Some of our affiliates also trade the underlyings and other financial instruments related to the underlyings on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial level of an underlying, and, therefore, could increase (i) the value at or above which such underlying 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 underlyings), and (ii) the downside threshold level for such underlying, which is the price at or above which the underlying 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 underlyings). Additionally, such hedging or trading activities during the term of the securities could potentially affect the closing level of any underlying 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 underlyings).

￭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 levels, the call threshold levels, the downside threshold levels, the final levels, whether a redemption event has occurred with respect to each underlying, 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

November 2024 Page 13

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

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 the selection of a successor index or calculation of the closing price or index closing value, as applicable, of any underlying in the event of a market disruption event or discontinuance of the NDX Index. 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,” "—Calculation Agent and Calculations," and “—Discontinuance of Any Underlying Index; Alteration of Method of Calculation” 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. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the tax treatment of a security as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. Holders and the withholding tax consequences to Non-U.S. Holders, might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.

Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlyings

￭You are exposed to the price risk of each of the underlyings. Your return on the securities is not linked to a basket consisting of the underlyings. Rather, it will be contingent upon the independent performance of each underlying. 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 underlyings. Poor performance by any underlying 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 underlyings. To receive an early redemption payment, each underlying 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 has not experienced a redemption event on or prior to the final determination date, and any underlying 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 over the term of the securities on a 1-to-1 basis, even if the other underlyings have appreciated or have not declined as much. Under these circumstances, the value of any such payment at maturity will be less than 70% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of each of the underlyings.

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

￭We may engage in business with or involving Alphabet Inc. or Microsoft Corporation without regard to your interests. We or our affiliates may presently or from time to time engage in business with Alphabet Inc. and Microsoft Corporation without regard to your interests and thus may acquire non-public information about Alphabet Inc. or Microsoft Corporation. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published and in the future may publish research reports with

November 2024 Page 14

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

respect to Alphabet Inc. or Microsoft Corporation, which may or may not recommend that investors buy or hold the GOOG Stock or the MSFT Stock.

￭The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the GOOG Stock or the MSFT Stock. MS & Co., as calculation agent, will adjust the adjustment factors for certain corporate events affecting the GOOG Stock or the MSFT Stock, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions involving the issuer of an underlying stock, such as mergers. However, the calculation agent will not make an adjustment for every corporate event that can affect an underlying stock. For example, the calculation agent is not required to make any adjustments if the issuer of an underlying stock or anyone else makes a partial tender or partial exchange offer for such underlying stock, 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 an underlying stock 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 level 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.

￭Adjustments to the NDX Index could adversely affect the value of the securities. The publisher of the NDX Index may add, delete or substitute the component stocks of such underlying or make other methodological changes that could change the value of such underlying. The publisher of the NDX Index may also discontinue or suspend calculation or publication of such underlying at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that there is no appropriate successor index, the payment at maturity on the securities will be an amount based on the closing prices at maturity of the securities composing the NDX Index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance with the formula for calculating the NDX Index last in effect prior to discontinuance of the NDX Index.

November 2024 Page 15

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Alphabet Inc. Overview

Alphabet Inc. is a holding company that, through its subsidiaries (which include Google Inc.) provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer consent, enterprise solutions, commerce and hardware products. Alphabet Inc. became the successor Securities and Exchange Commission registrant to, and parent holding company of, Google Inc. on October 2, 2015, in connection with a holding company reorganization. Alphabet Inc.’s class C capital stock began trading on October 5, 2015 under the ticker symbol “GOOG,” the same symbol under which Google Inc.’s class C capital stock previously traded. The GOOG Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by Alphabet Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-37580 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Alphabet Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the GOOG Stock is accurate or complete.

Information as of market close on November 12, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the GOOG Stock for each quarter from January 1, 2021 through November 12, 2024. The closing level of the GOOG Stock on November 12, 2024 was $183.32. The associated graph shows the closing prices of the GOOG Stock for each day from January 1, 2019 through November 12, 2024. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the GOOG Stock may have been adjusted for stock splits and other corporate events. The historical performance of the GOOG Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the GOOG Stock on any determination date, including the final determination date.

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

November 2024 Page 16

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

This document relates only to the securities referenced hereby and does not relate to the GOOG Stock or other securities of Alphabet Inc. We have derived all disclosures contained in this document regarding the GOOG Stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Alphabet Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Alphabet Inc. is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the GOOG Stock (and therefore the price of the GOOG Stock at the time we priced the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Alphabet Inc. could affect the value received with respect to the securities and therefore the value of the securities.

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

November 2024 Page 17

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Microsoft Corporation Overview

Microsoft Corporation develops, licenses and supports a range of software products and services, designs, manufactures and sells devices and delivers online advertising to a global customer audience. The MSFT Stock is registered under the Exchange Act. Information provided to or filed with the Securities and Exchange Commission by Microsoft Corporation pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-37845 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding Microsoft Corporation may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the MSFT Stock is accurate or complete.

Information as of market close on November 12, 2024:

The following table sets forth the published high and low closing prices of, as well as dividends on, the MSFT Stock for each quarter from January 1, 2021 through November 12, 2024. The closing level of the MSFT Stock on November 12, 2024 was $423.03. The associated graph shows the closing prices of the MSFT Stock for each day from January 1, 2019 through November 12, 2024. The historical closing prices of the MSFT Stock may have been adjusted for stock splits and other corporate events. The historical performance of the MSFT Stock should not be taken as an indication of its future performance, and no assurance can be given as to the price of the MSFT Stock on any determination date, including the final determination date.

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

November 2024 Page 18

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

This document relates only to the securities referenced hereby and does not relate to the MSFT Stock or other securities of Microsoft Corporation. We have derived all disclosures contained in this document regarding the MSFT Stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Microsoft Corporation. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding Microsoft Corporation is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the MSFT Stock (and therefore the price of the MSFT Stock at the time we priced the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Microsoft Corporation could affect the value received with respect to the securities and therefore the value of the securities.

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

November 2024 Page 19

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Nasdaq-100 Index® Overview

The Nasdaq-100 Index®, which is calculated, maintained and published by Nasdaq, Inc., is a modified capitalization-weighted index of 100 of the largest and most actively traded equity securities of non-financial companies listed on The Nasdaq Stock Market LLC (the “Nasdaq”). The Nasdaq-100 Index® includes companies across a variety of major industry groups. At any moment in time, the value of the Nasdaq-100 Index® equals the aggregate value of the then-current Nasdaq-100 Index® share weights of each of the Nasdaq-100 Index® component securities, which are based on the total shares outstanding of each such Nasdaq-100 Index® component security, multiplied by each such security’s respective last sale price on the Nasdaq (which may be the official closing price published by the Nasdaq), and divided by a scaling factor, which becomes the basis for the reported Nasdaq-100 Index® value. For additional information about the Nasdaq-100 Index®, see the information set forth under “Nasdaq-100 Index®” in the accompanying index supplement.

Information as of market close on November 12, 2024:

The following table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the NDX Index for each quarter from January 1, 2019 through November 12, 2024. The closing value of the NDX Index on November 12, 2024 was 21,070.79. The associated graph shows the daily closing values of the NDX Index for each day from January 1, 2019 through November 12, 2024. We obtained the information in the table below from Bloomberg Financial Markets, without independent verification. The historical index closing values of the NDX Index should not be taken as an indication of future performance, and no assurance can be given as to the value of the NDX Index on any determination date, including the final determination date.

“Nasdaq®,” “Nasdaq-100®” and “Nasdaq-100 Index®” are trademarks of Nasdaq, Inc. For more information, see “Nasdaq-100 Index®” in the accompanying index supplement.

November 2024 Page 20

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 21

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Additional Terms of the Securities

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

November 2024 Page 22

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 23

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 24

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 25

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

Additional Information About the Securities

November 2024 Page 26

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 27

Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 17, 2027, with 1-Year Initial Non-Call Period

All Payments on the Securities Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Nasdaq-100 Index®

Principal at Risk Securities

November 2024 Page 28