摩根士丹利美股招股说明书(2026-01-07版)

STRUCTURED INVESTMENTS Callable Jump Securities due January 24, 2031 Based on the Performance of the S&P 500® 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 MorganStanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular Call feature.We will redeem the securities on any redemption date, for a redemption payment that will increase over the term of thesecurities, if and only if the output of a risk neutral valuation model on a business day that is at least 2 but no more than 5 business daysprior to such redemption date, based on the inputs indicated under “Call feature” below, indicates that redeeming on such date iseconomically rational for us as compared to not redeeming on such date. An early redemption of the securities will not automatically occurbased on the performance of the underlier, and no further payments will be made on the securities once they have been redeemed.Payment at maturity.If the securities have not been redeemed prior to maturity and the final level isgreater thanthe initial level, investorswill receive the stated principal amountplusthe upside payment. If the final level isequal to or less thanthe initial level but isgreater thanor equal tothe downside threshold level, investors will receive only the stated principal amount at maturity. If, however, the final level isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the level of the underlier over the term of the The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving aredemption payment or payment at maturity that exceeds the stated principal amount.Investors in the securities must be willing toaccept the risk of losing their entire initial investment.The securities are notes issued as part of MSFL’s Series A Global Medium-Term 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, anyunderlying reference 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 accompanyingproduct 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 arethey obligations of, or guaranteed by, a bank. you 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 willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the rangespecified on the cover hereof and will be set forth on the cover of the final pricing supplement. 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 underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and 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