a fixed sales commission of $25.00 per $1,000.00 stated principal amount of Trigger PLUS that Morgan Stanley Wealth Management sells and

a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of Trigger PLUS that Morgan Stanley Wealth Management sells,

Prospectus dated February 26, 2025:

Underlier Supplement dated February 26, 2025:

Product Supplement MLN-EI-1 dated February 26, 2025:

As an alternative to direct exposure to the basket that enhances returns for a certain range of positive performance of the basket; however, by investing in the Trigger PLUS, you will not be entitled to receive any dividends paid with respect to the stocks comprising the basket components (the “basket component constituent stocks”) or any interest payments. You should carefully consider whether an investment that does not provide for any dividends or interest payments is appropriate for you.

To enhance returns and potentially outperform the basket in a bullish scenario.

To achieve similar levels of upside exposure to the basket as a hypothetical direct investment, while using fewer dollars by taking advantage of the leverage factor.

To provide limited protection against a loss of principal in the event of a decline of the underlying basket as of the valuation date but only if the final basket value is greater than or equal to the trigger level. If the final basket value is less than the trigger level, the Trigger PLUS are exposed on a 1:1 basis to the negative performance of the basket.

You fully understand and are willing to accept the risks of an investment in the Trigger PLUS, including the risk that you may lose up to 100% of your investment in the Trigger PLUS

You can tolerate a loss of a significant portion or all of your investment and are willing to make an investment that, if the final basket value is less than the trigger level, has the same downside market risk as that of a hypothetical direct investment in the basket, basket components or the basket component constituent stocks

You believe that the final basket value will be greater than the initial basket value

You can tolerate fluctuations in the market prices of the Trigger PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the basket

You do not seek current income from your investment and are willing to forgo any dividends paid on any basket component constituent stocks

You are willing and able to hold the Trigger PLUS to maturity, a term of approximately 36 months, and accept that there may be little or no secondary market for the Trigger PLUS

You understand and are willing to accept the risks associated with the basket and the basket components

You are willing to assume the credit risk of TD for all payments under the Trigger PLUS, and you understand that if TD defaults on its obligations you may not receive any amounts due to you including any repayment of principal

You do not fully understand or are unwilling to accept the risks of an investment in the Trigger PLUS, including the risk that you may lose up to 100% of your investment in the Trigger PLUS

You require an investment that provides for full or at least partial return of principal

You are not willing to make an investment that, if the final basket value is less than the trigger level, has the same downside market risk as that of a hypothetical direct investment in the basket, basket components or the basket component constituent stocks

You believe that the final basket value will be less than or equal to the initial basket value

You cannot tolerate fluctuations in the market price of the Trigger PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the basket

You seek current income from your investment or prefer to receive the dividends paid on the basket component constituent stocks

You are unable or unwilling to hold the Trigger PLUS to maturity, a term of approximately 36 months, or seek an investment for which there will be an active secondary market

You do not understand or are not willing to accept the risks associated with the basket and the basket components

You are not willing to assume the credit risk of TD for all payments under the Trigger PLUS, including any repayment of principal

Risk of significant loss at maturity; you may lose up to your entire investment. The Trigger PLUS differ from ordinary debt securities in that TD will not necessarily repay the stated principal amount of the Trigger PLUS at maturity. TD will pay you the stated principal amount of your Trigger PLUS at maturity only if the final basket value is greater than or equal to the trigger level. If the final basket value is less than the trigger level, you will lose 1% of your principal for every 1% that the final basket value falls below the initial basket value. You may lose up to your entire investment in the Trigger PLUS.

The stated payout from the issuer applies only at maturity. You should be willing to hold your Trigger PLUS to maturity. The stated payout, including the benefit of the leverage factor, is available only if you hold your Trigger PLUS to maturity. If you are able to sell your Trigger PLUS prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the Trigger PLUS even if the then-current value of the basket is greater than or equal to the initial basket value.

You will not receive any interest payments. TD will not pay any interest with respect to the Trigger PLUS.

The amount payable on the Trigger PLUS is not linked to the value of the basket at any time other than the valuation date. The final basket value will be based on the basket component closing values on the valuation date, subject to postponement for non-trading days with respect to any basket component and certain market disruption events. If the values of one or more of the basket components fall on the valuation date, the payment at maturity may be significantly less than it would have been had the payment at maturity been linked to the value of the basket at any time prior to such drop(s). Although the basket component closing values on the maturity date or at other times during the term of the Trigger PLUS may be higher than the basket component closing values on the valuation date, the payment at maturity will be based solely on the basket component closing values on the valuation date.

Owning the Trigger PLUS is not the same as owning the basket component constituent stocks. The return on your Trigger PLUS may not reflect the return you would realize if you actually owned the basket component constituent stocks. Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions paid on the basket component constituent stocks, and no such dividends or distributions will be factored into the calculation of the payment at maturity on your Trigger PLUS. In addition, as an owner of the Trigger PLUS, you will not have voting rights or any other rights that a holder of the basket component constituent stocks may have.

The basket is unequally weighted, and changes in the levels of the basket components may offset each other. The basket is unequally weighted; thus, an increase in the level of one or more basket components may be offset by a smaller increase or a decline in the level of one or more other basket components. As a result, the basket return could be negative even if relatively few of the basket components experience a negative return, resulting in the loss of a significant portion all of your investment in the Trigger PLUS. Because the basket components are not equally weighted, increases in lower weighted basket components may be offset by even small decreases in more heavily weighted basket components. Specifically, the performance of the SX5E will have a significantly larger impact on the return on the Trigger PLUS than the performance of any other basket component and the performance of the SMI and AS51 will have a significantly smaller impact.

Correlation (or lack of correlation) of the basket components may adversely affect your return on the Trigger PLUS. “Correlation” is a measure of the degree to which the returns of a pair of assets are similar to each other over a given period in terms of timing and direction. Movements in the values of the basket components may not correlate with each other. At a time when the value of a basket component increases in value, the value of another basket component may not increase as much, or may even decline in value. Further, high correlation of movements in the values of the basket components could adversely affect your return on the Trigger PLUS during periods of negative performance of the basket components. Changes in the correlation of the basket components may adversely affect the market value of, and return on, your Trigger PLUS.

An investment in the Trigger PLUS involves market risk associated with the basket components. The return on the Trigger PLUS, which may be negative, is linked to the performance of the basket and indirectly linked to the value of the basket components and the basket component constituent stocks. The value of the basket can rise or fall sharply due to factors specific to the applicable basket component, its basket component constituent stocks and their issuers (the “basket component constituent stock issuers”), such as stock or commodity price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or commodity market volatility and values, interest rates and economic, political and other conditions. You, as an investor in the Trigger PLUS, should make your own investigation into the basket components and the basket component constituent stocks.

There can be no assurance that the investment view implicit in the Trigger PLUS will be successful. It is impossible to predict whether and the extent to which the value of the basket components, and therefore the basket, will rise or fall and there can be no assurance that the final basket value will be greater than or equal to the initial basket value. The value of the basket components will be influenced by complex and interrelated political, economic, financial and other factors that affect its basket component constituent stock issuers. You should be willing to accept the risks associated with the relevant markets tracked by the basket components in general and each basket component constituent stock in particular, and the risk of losing a significant portion or all of your investment in the Trigger PLUS.

Changes affecting a basket component, including a change in law event, could have an adverse effect on the market value of, and any amount payable on, the Trigger PLUS. The policies of the index sponsor of each basket component as specified under “Information About the Basket and Basket Components” (each, an “index sponsor”), concerning additions, deletions and substitutions of the basket component constituent stocks and the manner in which the index sponsor takes account of certain changes affecting those basket component constituent stocks may adversely affect the value of the applicable basket component. The policies of an index sponsor with respect to the calculation of a basket component could also adversely affect the value of such basket component. An index sponsor may discontinue or suspend calculation or dissemination of a basket component. Any such actions could have an adverse effect on the market value of, and any amount payable on, the Trigger PLUS.

The basket components reflect price return, not total return. The return on the Trigger PLUS is based on the performance of the basket components, which reflects the changes in the market prices of the basket component constituent stocks. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the basket component constituent stocks. The return on the Trigger PLUS will not include such a total return feature or dividend component.

The Trigger PLUS will not be adjusted for changes in exchange rates related to the U.S. dollar. Although the basket components are comprised of basket component constituent stocks that are traded in currencies other than the U.S. dollar, the Trigger PLUS are denominated in U.S. dollars. The calculation of the amount payable on the Trigger PLUS at maturity will not be adjusted for changes in the exchange rates between the U.S. dollar and any of the currencies in which such basket component constituent stocks are denominated. Changes in exchange rates, however, may reflect changes in various non-U.S. economies that in turn may affect the values of the applicable basket components and, accordingly, the amount payable on the Trigger PLUS. You will not benefit from any appreciation of the currencies in which the applicable basket component constituent stocks are denominated relative to the U.S. dollar, which you would have had you owned such stocks directly.

The Trigger PLUS are subject to non-U.S. securities market risk. The Trigger PLUS are subject to risks associated with non-U.S. securities markets because the SX5E, TPX, UKX, SMI and AS51 are comprised of stocks that are traded in the Eurozone, Japan, the United Kingdom, Switzerland and Australia, respectively. Investments linked to the value of non-U.S. equity securities involve particular risks. Any non-U.S. securities market may be less liquid, more volatile and affected by global or domestic market developments in a different way than are the U.S. securities market or other non-U.S. securities markets. Both government intervention in a non-U.S. securities market, either directly or indirectly, and cross-shareholdings in non-U.S. companies, may affect trading prices and volumes in that market. Also, there is generally less publicly available information about non-U.S. companies than about U.S. companies that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are likely subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. The prices of securities in a non-U.S. country are subject to political, economic, financial and social factors that are unique to such non-U.S. country's geographical region. These factors include: recent changes, or the possibility of future changes, in the applicable non-U.S. government's economic and fiscal policies; the possible implementation of, or changes in, currency exchange laws or other laws or restrictions applicable to non-U.S. companies or investments in non-U.S. equity securities; fluctuations, or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability, natural disaster or adverse public health developments. Any one of these factors, or the combination of more than one of these or other factors, could negatively affect such non-U.S. securities market and the prices of securities therein. Further, geographical regions may react to global factors in different ways, which may cause the prices of securities in a non-U.S. securities market to fluctuate in a way that differs from those of securities in the U.S. securities market or other non-U.S. securities markets. Non-U.S. economies may also differ from the U.S. economy in important respects, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency, which may have a positive or negative effect on non-U.S. securities prices.

There is no affiliation between any index sponsor and TD, and TD is not responsible for any disclosure by any index sponsor. We or our affiliates may currently, or from time to time engage in business with the index sponsors. However, we and our affiliates are not affiliated with any index sponsor and have no ability to control or predict its actions. You, as an investor in the Trigger PLUS, should conduct your own independent investigation of each index sponsor and the basket components. The index sponsors are not involved in the Trigger PLUS offered hereby in any way and have no obligation of any sort with respect to your Trigger PLUS. The index sponsors have no obligation to take your interests into consideration for any reason, including when taking any actions that might affect the value of, and any amounts payable on, your Trigger PLUS.

Governmental regulatory actions, such as sanctions, could adversely affect your investment in the Trigger PLUS. Governmental regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding the Trigger PLUS or the basket component constituent stocks of the basket, or engaging in transactions therein, and any such action could adversely affect the value of the basket or the Trigger PLUS. These regulatory actions could result in restrictions on the Trigger PLUS and could result in the loss of a significant portion or all of your investment in the Trigger PLUS, including if you are forced to divest the Trigger PLUS due to the government mandates, especially if such divestment must be made at a time when the value of the Trigger PLUS has declined.

The estimated value of your Trigger PLUS is expected to be less than the public offering price of your Trigger PLUS. The estimated value of your Trigger PLUS on the pricing date is expected to be less than the public offering price of your Trigger PLUS. The difference between the public offering price of your Trigger PLUS and the estimated value of the Trigger PLUS reflects costs and expected profits associated with selling and structuring the Trigger PLUS, as well as hedging our obligations under the Trigger PLUS. Because hedging our obligations entails risks and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.

The estimated value of your Trigger PLUS is based on our internal funding rate. The estimated value of your Trigger PLUS on the pricing date is determined by reference to our internal funding rate. The internal funding rate used in the determination of the estimated value of the Trigger PLUS generally represents a discount from the credit spreads for our conventional, fixed-rate debt Trigger PLUS and the borrowing rate we would pay for our conventional, fixed-rate debt Trigger PLUS. This discount is based on, among other things, our view of the funding value of the Trigger PLUS as well as the higher issuance, operational and ongoing liability management costs of the Trigger PLUS in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any hedge positions, taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt Trigger PLUS, or the borrowing rate we would pay for our conventional, fixed-rate debt Trigger PLUS were to be used, we would expect the economic terms of the Trigger PLUS to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the Trigger PLUS is expected to increase the estimated value of the Trigger PLUS at any time.

The estimated value of the Trigger PLUS is based on our internal pricing models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions. The estimated value of your Trigger PLUS on the pricing date is based on our internal pricing models when the terms of the Trigger PLUS are set, which take into account a number of variables, such as our internal funding rate on the pricing date, and are based on a number of subjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions’ pricing models and the methodologies used by us to estimate the value of the Trigger PLUS may not be consistent with those of other financial institutions that may be purchasers or sellers of Trigger PLUS in the secondary market. As a result, the secondary market price of your Trigger PLUS may be materially less than the estimated value of the Trigger PLUS determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.

The estimated value of your Trigger PLUS is not a prediction of the prices at which you may sell your Trigger PLUS in the secondary market, if any, and such secondary market prices, if any, will likely be less than the public offering price of your Trigger PLUS and may be less than the estimated value of your Trigger PLUS. The estimated value of the Trigger PLUS is not a prediction of the prices at which the agent, other affiliates of ours or third parties may be willing to purchase the Trigger PLUS from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Trigger PLUS in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated value of the Trigger PLUS. Further, as secondary market prices of your Trigger PLUS take into account the levels at which our debt Trigger PLUS trade in the secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Trigger PLUS, as well as hedging our obligations under the Trigger PLUS, secondary market prices of your Trigger PLUS will likely be less than the public offering price of your Trigger PLUS. As a result, the price at which the agent, other affiliates of ours or third parties may be willing to purchase the Trigger PLUS from you in secondary market transactions, if any, will likely be less than the price you paid for your Trigger PLUS, and any sale prior to the maturity date could result in a substantial loss to you.

The temporary price at which the agent may initially buy the Trigger PLUS in the secondary market may not be indicative of future prices of your Trigger PLUS. Assuming that all relevant factors remain constant after the pricing date, the price at which the agent may initially buy or sell the Trigger PLUS in the secondary market (if the agent makes a market in the Trigger PLUS, which it is not obligated to do) may exceed the estimated value of the Trigger PLUS on the pricing date, as well as the secondary market value of the Trigger PLUS, for a temporary period after the original issue date of the Trigger PLUS, as discussed further under “Additional Information About the Trigger PLUS — Additional information regarding the estimated value of the Trigger PLUS”. The price at which

The underwriting discount, offering expenses and certain hedging costs are likely to adversely affect secondary market prices. Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Trigger PLUS will likely be less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Trigger PLUS. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction.

There may not be an active trading market for the Trigger PLUS — sales in the secondary market may result in significant losses. There may be little or no secondary market for the Trigger PLUS. The Trigger PLUS will not be listed or displayed on any Trigger PLUS exchange or electronic communications network. The agent or another one of our affiliates may make a market for the Trigger PLUS; however, it is not required to do so and may stop any market-making activities at any time. Even if a secondary market for the Trigger PLUS develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Trigger PLUS in any secondary market could be substantial. If you sell your Trigger PLUS before the maturity date, you may have to do so at a substantial discount from the public offering price irrespective of the value of the basket components, and as a result, you may suffer substantial losses.

If the value of a basket component changes, the market value of your Trigger PLUS may not change in the same manner. Your Trigger PLUS may trade quite differently from the performance of the basket components. Changes in the value of a basket component may not result in a comparable change in the market value of your Trigger PLUS. Even if the basket component closing value of a basket component increases to greater than its initial basket component value during the term of the Trigger PLUS, the market value of your Trigger PLUS may not increase by the same amount and could decline.

Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the Trigger PLUS. Although the return on the Trigger PLUS will be based on the performance of the basket components, the payment of any amount due on the Trigger PLUS is subject to TD’s credit risk. The Trigger PLUS are TD’s senior unsecured debt obligations. Investors are dependent on TD’s ability to pay all amounts due on the Trigger PLUS and, therefore, investors are subject to the credit risk of TD and to changes in the market’s view of TD’s creditworthiness. Any decrease in TD’s credit ratings or increase in the credit spreads charged by the market for taking TD’s credit risk is likely to adversely affect the market value of the Trigger PLUS. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the terms of the Trigger PLUS.

There are potential conflicts of interest between you and the calculation agent. The calculation agent will, among other things, determine the amount payable on the Trigger PLUS. We will serve as the calculation agent and may appoint a different calculation agent after the original issue date without notice to you. The calculation agent will exercise its judgment when performing its functions and may have a conflict of interest if it needs to make certain decisions. For example, the calculation agent may have to determine whether a market disruption event affecting a basket component has occurred, and make certain adjustments if certain events occur, which may, in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because this determination by the calculation agent may affect the return on the Trigger PLUS, the calculation agent may have a conflict of interest if it needs to make a determination of this kind. For additional information on the calculation agent’s role, see “General Terms of the Notes — Role of Calculation Agent” in the product supplement.

The valuation date, and therefore the maturity date, are subject to market disruption events and postponements. The valuation date, and therefore the maturity date, are subject to postponement as described in the product supplement due to the occurrence of one or more market disruption events. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “General Terms of the Notes—Market Disruption Events” in the product supplement.

Trading and business activities by TD or its affiliates may adversely affect the market value of, and return on, the Trigger PLUS. We, the agent and/or our other affiliates may hedge our obligations under the Trigger PLUS by purchasing securities, futures, options or other derivative instruments with returns linked or related to changes in the value of a basket component or one or more basket component constituent stocks, and we may adjust these hedges by, among other things, purchasing or selling at any time any of the foregoing assets. It is possible that we or one or more of our affiliates could receive substantial returns from these hedging activities while the market value of the Trigger PLUS declines. We or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the basket components or one or more basket component constituent stocks.

Significant aspects of the tax treatment of the Trigger PLUS are uncertain. The U.S. tax treatment of the Trigger PLUS is uncertain. Please read carefully the section entitled “Material U.S. federal income tax consequences” herein and in the product supplement. You should consult your tax advisor as to the tax consequences of your investment in the Trigger PLUS.