摩根士丹利美股招股说明书(2026-01-20版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. and International Equities Market Linked Securities—Auto-Callable with Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the S&P 500®Index, the Russell 2000® Index andthe EURO STOXX 50®Index due February 2, 2029Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the S&P 500®Index, the Russell 2000®Index and the EURO STOXX 50®Index (each referred to as an “underlying”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities,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 terms described below. Thesecurities have the terms described in the accompanying product supplement for principal at risk securities, index supplement and prospectus, as supplemented or modified by thisdocument.￭Automatic Call.The securities will be automatically called if the closing level of each underlying on any of the calculation days is greater than or equal to its respective starting level for acall payment equal to the face amountplusa call premium. The call premium applicable to each calculation day will be a percentage of the face amount that increases for each calculationday based on a simple (non-compounding) return of at least 14.00% per annum (to be determined on the pricing date). No further payments will be made on the securities once they havebeen called.￭Maturity Payment Amount.If the securities are not automatically called, you will receive at maturity a cash payment per security as follows:￭If the ending level ofanyunderlyingisless thanits respective starting level but the ending level ofeach underlyingisgreater than or equal to75% of itsrespective starting level, which we refer to as the respective threshold level, you will receive a maturity payment amount of $1,000 per $1,000 security.￭If the ending level ofany underlyingisless thanits respective threshold level, investors will be exposed to the full decline in the lowest performing underlyingon a 1-to-1 basis, and will receive a maturity payment amount that is less than 75% of the face amount of the securities and could be zero.￭Investors may lose a significant portion, or all, of the face amount of the securities￭The securities are for investors who are willing to forgo current income and participation in the appreciation of any underlying in exchange for the possibility of receiving a call payment ormaturity payment amount greater than the face amount of the securities if each underlying closes at or above the respective starting level on a calculation day or the final calculation day,respectively.￭Because all payments on the securities are based on the lowest performing underlying, a decline beyond the respective threshold level of any underlying will result in a significant loss ofyour investment, even if the other underlyings have appreciated or have not declined as much.￭Investors will not participate in any appreciation of any underlying.￭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, any securities included in any of the underlyings The current estimated value of the securities is approximately $962.90 per security, or within $45.00 of that estimate.The estimated value of the securities isdetermined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatilityand 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 interestrate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 5.The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 12. All payments on the securities are subject toour credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or theaccompanying 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 guaran