摩根士丹利美股招股说明书(2026-01-12版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Class A Common Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the Common Stock of JPMorgan Chase & Co. due January 26, 2029Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the class A common stock of Alphabet Inc., the common stock of Microsoft Corporation and the common stock of JPMorgan Chase & Co.(eachreferred to as an “underlying stock”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debtsecurities, the securities do not pay interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the termsdescribed below. The securities have the terms described in the accompanying product supplement for principal at risk securities and prospectus, as supplemented or modified bythis document.￭Automatic Call.The securities will be automatically called if the stock closing price of the lowest performing underlying stock on the call date isgreater than or equal toits startingprice for a call payment equal to the face amountplusthe call premium of at least approximately 40.00% of the face amount (to be determined on the pricing date). No furtherpayments will be made on the securities once they have been called.￭Maturity Payment Amount.If the securities are not automatically called prior to maturity, you will receive at maturity a cash payment per security as follows:￭If the ending price of the lowest performing underlying stock isgreater thanits starting price, you will receive a maturity payment amount equal to the face amountplusapositive return equal to 300% of the percentage increase in the price of the lowest performing underlying stock from its starting price.￭If the ending price of the lowest performing underlying stock isequal to or less thanits starting price, butgreater than or equal to80% of its starting price, which we refer toas the threshold price, you will receive a maturity payment amount of $1,000 per $1,000 security.￭If the ending price of the lowest performing underlying stock isless thanits threshold price, investors will be exposed to the decline in the lowest performing underlying stockbeyond 20%, and investors will lose some or a significant portion of their initial investment.￭The maturity payment amount may be significantly less than the face amount, and you could lose up to 80% of your investment.￭The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving a call payment greater than the face amountif the stock closing price ofeachunderlying stock isgreater than or equal toits starting price on the call date or maturity payment amount greater than the face amount if the endingprice ofeachunderlying stock isgreater thanits starting price on the calculation day, in addition to the buffer feature that applies to only a limited range of performance of the lowestperforming underlying stock.￭Because all payments on the securities are based on the lowest performing of the underlying stocks, a decline in price of more than 20% by any underlying stock will result in a losson your investment, even if the other underlying stocks have appreciated or have not declined as much.￭If the securities are automatically called prior to maturity, investors will not participate in any appreciation of any underlying stock.￭The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program￭All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment￭These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, the underlying stocks. The current estimated value of the securities is approximately $929.50 per security, or within $29.50 of that estimate.The estimated value of the securities is determined using our own pricing andvaluation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current and expected interest rates,as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See “EstimatedValue of the Securities” on page 4. The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debtsecurities. See “Risk Factors” beginning on page 10. All payments on the securities are subjec