摩根士丹利美股招股说明书(2026-01-06版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Conditional Lookback Entry Trigger PLUS due April 29, 2031Based on the Worst Performing of the iShares®Russell 1000 Growth ETF, the iShares® S&P 500®Futures Excess Return Index Trigger Performance Leveraged Upside SecuritiesFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Conditional Lookback Entry Trigger PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have theterms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. Payment at maturity.At maturity, if a knock-in eventhas notoccurred and (i) the final level ofeachunderlier isgreater thanits upside thresholdlevel, then investors will receive the stated principal amountplusthe leveraged upside payment with respect to the initial level, or (ii) the final level ofanyunderlier isequal to orless thanits upside threshold level but the final level ofeachunderlier isgreater thanor equal toits applicable downside threshold level, then investors will receive the stated principal amount. If a knock-in eventhasoccurred and (i) the final level of eachunderlier isgreater than or equal to105% of its conditional lookback level, investors will receive the stated principal amountplusthe leveragedupside payment with respect to its conditional lookback level, or (ii) the final level of each underlier isless thanthe 105% of its conditional lookbacklevel butgreater than or equal tothe applicable downside threshold level, then investors will receive the stated principal amount. However, if thefinal level of the worst performing underlier is less than its applicable downside threshold level, then investors will receive the stated principal amount not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its applicable downside thresholdlevel will adversely affect your return on the securities, even if the other underliers have appreciated or have not declined as much.￭ The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risk theirprincipal and forgo current income in exchange for the conditional lookback feature used in adjusting the initial level of each underlier, the upsideleverage feature and the limited protection against loss of principal that applies only to a certain range of negative performance of the worstperforming underlier over the term of the securities.Investors in the securities must be willing to accept the risk of losing their entire initial 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 6.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 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. Whenyou read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer 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 theSecurities” and “Additional Information About the Securities” at the end of this document. 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 is 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 as