Morgan Stanley Finance LLC

Structured Investments

Free Writing Prospectus to Preliminary Pricing Supplement No. 5,928

Filed pursuant to Rule 433

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

January 14, 2025

Market Linked Securities—Auto-Callable with Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial AverageSM, the Russell 2000® Index and the EURO STOXX 50® Index due February 3, 2028

Fully and Unconditionally Guaranteed by Morgan Stanley


Summary of terms

Issuer and guarantor

Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor)

Underlyings:

Dow Jones Industrial AverageSM (the “INDU Index”), Russell 2000® Index (the “RTY Index”) and the EURO STOXX 50® Index (the “SX5E Index”)

Pricing date*

January 30, 2025

Original issue date*

February 4, 2025

Face amount

$1,000 per security

Automatic call

If, on any calculation day, beginning on February 4, 2026, the closing level of each underlying is greater than or equal to its respective starting level, the securities will be automatically called for the applicable call payment on the related call settlement date.

Calculation days* and call premiums

Calculation Day

Call Premium†

February 4, 2026

At least 14.60% of the face amount

March 4, 2026

At least 15.817% of the face amount

April 7, 2026

At least 17.033% of the face amount

May 4, 2026

At least 18.25% of the face amount

June 4, 2026

At least 19.467% of the face amount

July 6, 2026

At least 20.683% of the face amount

August 4, 2026

At least 21.90% of the face amount

September 4, 2026

At least 23.117% of the face amount

October 5, 2026

At least 24.333% of the face amount

November 4, 2026

At least 25.55% of the face amount

December 4, 2026

At least 26.767% of the face amount

January 4, 2027

At least 27.983% of the face amount

February 4, 2027

At least 29.20% of the face amount

March 4, 2027

At least 30.417% of the face amount

April 5, 2027

At least 31.633% of the face amount

May 4, 2027

At least 32.85% of the face amount

June 4, 2027

At least 34.067% of the face amount

July 6, 2027

At least 35.283% of the face amount

August 4, 2027

At least 36.50% of the face amount

September 7, 2027

At least 37.717% of the face amount

October 4, 2027

At least 38.933% of the face amount

November 4, 2027

At least 40.15% of the face amount

December 6, 2027

At least 41.367% of the face amount

January 4, 2028

At least 42.583% of the face amount

January 31, 2028 (the “final calculation day”)

At least 43.80% of the face amount

†to be determined on the pricing date

Call settlement dates

Three business days after the applicable calculation day; provided that the call settlement date for the final calculation day is the maturity date.

Maturity payment amount (per security)

●if the ending level of any underlying is less than its respective starting level but the ending level of each underlying is greater than or equal to its respective threshold level:

$1,000; or

●if the ending level of any underlying is less than its respective threshold level:

$1,000 × performance factor of the

lowest performing underlying

Maturity date*

February 3, 2028

Starting level

For each underlying, the closing level on the pricing date

Ending level

For each underlying, the closing level on the final calculation day.

Lowest performing underlying

The underlying with the lowest performance factor

Performance factor

With respect to each underlying, the ending level divided by the starting level

Threshold level

75% of the starting level for each underlying

Calculation agent

Morgan Stanley & Co. LLC, an affiliate of the issuer and the guarantor

Denominations

$1,000 and any integral multiple of $1,000

Agent discount

Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $25.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $20.00 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA.

CUSIP

61777R6B4

Tax considerations

See preliminary pricing supplement

Hypothetical Payout Profile***

***assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date

If the securities are not automatically called and the ending level of any underlying on the final calculation day is less than its respective threshold level, you will lose more than 25%, and possibly all, of the face amount of your securities at the maturity date.

Any positive return on the securities will be limited to the applicable call premium, even if the closing level of the lowest performing underlying on the applicable calculation day significantly exceeds its starting level. You will not participate in any appreciation of the underlyings.

The face amount 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 per security. We estimate that the value of each security on the pricing date will be approximately $959.30, 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. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement for further information.

This document provides a summary of the terms of the securities. Investors should carefully review the accompanying preliminary pricing supplement referenced below, product supplement for principal at risk securities, index supplement and prospectus, and the “Selected risk considerations” on the following page, before making a decision to invest in the securities.

Preliminary pricing supplement:

https://www.sec.gov/Archives/edgar/data/895421/000183988225002088/ms5928_424b2-01017.htm


*subject to change

** In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services.

The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Selected risk considerations” in this term sheet and “Risk Factors”

in the accompanying preliminary pricing supplement. All payments on the securities are subject to our credit risk.

This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.

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.