摩根士丹利美股招股说明书(2026-01-14版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS Opportunities in U.S. Equities Contingent Income Auto-Callable Securities due January 26, 2029 Based on the Performance of the Common Stock of U.S. BancorpFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon at an annual rate of 10.73%, but only with respect to each determination date on which the determination closing price of the underlying stock is greater than orequal to 75% of the initial share price, which we refer to as the downside threshold price. In addition, if the determination closing price of the underlying stock is greater than or equal to theinitial share price on any determination date, the securities will be automatically redeemed for an amount per security equal to the stated principal amount and the contingent quarterlycoupon. However, if the securities are not automatically redeemed prior to maturity, the payment at maturity due on the securities will be as follows: (i) if the final share price is greater than orequal to the downside threshold price, the stated principal amount and the contingent quarterly coupon with respect to the final determination date, or (ii) if the final share price is less than thedownside threshold price, investors will be exposed to the decline in the underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 75% of the principal amountof the securities and could be zero. Moreover, if on any determination date the determination closing price of the underlying stock is less than the downside threshold price, you will notreceive any contingent quarterly coupon for that quarterly period. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons and also the risk ofreceiving a payment at maturity that is significantly less than the stated principal amount of the securities and could be zero.Accordingly, investors could lose their entire initialinvestment in the securities.The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange forthe risk of receiving few or no contingent quarterly coupons over the 3-year term of the securities. Investors will not participate in any appreciation of the underlying stock. The securities areunsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities are issued as part of MSFL’s Series A GlobalMedium-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, any underlying reference asset or assets.SUMMARY TERMS $, which is equal to the closing price of the underlying stock on the pricing dateThe closing price of the underlying stock on the final determination datemultiplied bythe adjustment factor on such date (1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed salescommission of $17.50 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan ofDistribution (Conflicts of Interest)” in the accompanying product supplement.(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.(3)See “Use of proceeds and hedging” on page 20. 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, norare they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should referinstead 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. As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.Product Supplement for Auto-Callable Securities dated November 16, 2023Prospectus dated April 12, 2024 Morgan