摩根士丹利美股招股说明书(2026-01-13版)

Buffered Jump Securities with Auto-Callable Feature due January 14, 2031 Based on the Performance of the S&P®U.S. Equity Momentum 40% VT 4% Decrement IndexFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement andprospectus, as supplemented or modified by this document. The securities do not provide for the regular payment of interest. ￭Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than orequal tothe call threshold level on any determination date (other than the final determination date) for an early redemptionpayment that will increase over the term of the securities. No further payments will be made on the securities once they have beenautomatically redeemed. ￭Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than orequal tothe call threshold level, investors will receive a fixed positive return at maturity. If the final level isless thanthe callthreshold level but isgreater than or equal tothe buffer level, investors will receive only the stated principal amount at maturity. If,however, the final level isless thanthe buffer level, investors will lose 1% for every 1% decline in the level of the underlier beyondthe specified buffer amount. Under these circumstances, the payment at maturity will be less, and may be significantly less, thanthe stated principal amount of the securities, subject to the minimum payment at maturity. The underlier was developed by S&P®Dow Jones Indices LLC, in coordination with Morgan Stanley, and was established on March14, 2022. For more information about the underlier, see the information set forth in the accompanying index supplement. ￭The securities are for investors who are willing to risk their principal and forgo current income in exchange for the buffer feature andthe possibility of receiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You willnot participate in any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losing asignificant portion of their initial investment.The securities are notes issued as part of MSFL’s Series A Global Medium-TermNotes 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 accessto, any underlying reference asset or assets. (1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $45.50 for each securitythey sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution(Conflicts of Interest)” in the accompanying product supplement.(2)See “Use of Proceeds and Hedging” in the accompanying product supplement.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10. 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 orinstrumentality, nor are they obligations of, or guaranteed by, a bank.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. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to anysections therein, should refer 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 the Securities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Index Supplement dated November 16, Determination Dates, Early Redemption Dates and Early Redemption Payments 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 a