摩根士丹利美股招股说明书(2026-01-05版)

STRUCTURED INVESTMENTS Contingent Income Auto-Callable Securities due February 3, 2028Based on the Worst Performing of the Nasdaq-100® Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level of either underlier beyond its coupon barrier level and/or All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 8.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will 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 aperformance-based component linked to the underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more 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, includingthose related to the underliers, may vary from, and be lower than, the estimated value on the pricing date, because thesecondary 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 withissuing, selling, structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may ceasedoing so at any time. Hypothetical Examples The following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed withrespect to a redemption determination date, whether a contingent coupon is payable with respect to an observation date and howto calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity. The followingexamples are for illustrative purposes only. Whether the securities are automatically redeemed prior to maturity will bedetermined by reference to the closing level of each underlier on each redemption determination date. Whether you receive a Contingent Income Auto-Callable SecuritiesPrincipal at Risk Securities On hypothetical redemption determination date #2, because the closing level ofeachunderlier isgreater than or equal toitscall threshold level, the securities are automatically redeemed on the related early redemption date for an early redemptionpayment equal to the stated principal amountplusthe contingent coupon with respect to the related interest period. No further How to determine whether a contingent coupon is payable with respect to an observation date (if thesecurities have not been previously automatically redeemed): On hypothetical observation date #2, because the closing level ofat least oneunderlier isless thanits coupon barrier level, nocontingent coupon is paid on the related coupon payment date. On hypothetical observation date #3, the closing level ofeachunderlier isgreater than or equal toits coupon barrier level.Because the closing level ofeachunderlier is alsogreater than or equal toits call threshold level, the securities areautomatically redeemed for an early redemption payment equal to the stated principal amountplusthe contingent coupon with If the closing level of either underlie