摩根士丹利美股招股说明书(2026-01-22版)

STRUCTURED INVESTMENTS Jump Notes with Auto-Callable Feature due January 24, 2031Based on the Worst Performing of the Dow Jones Industrial AverageSM Index Fully and Unconditionally Guaranteed by Morgan StanleyThe notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The notes will pay no interest and have the terms described in the accompanying Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toits call threshold level on the first determination date for the early redemption payment. No Payment at maturity.If the notes have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater thanits initial level, investors will receive the stated principal amountplusthe upside payment. If,however, the final level ofanyunderlier isequal to or less thanits initial level, investors will receive only the statedprincipal amount at maturity. underlier will adversely affect your return on the notes, regardless of the performance of the other underliers.The notes are for investors who are concerned about principal risk and who are willing to forgo current income inexchange for the repayment of principal at maturity and the possibility of receiving an early redemption payment or All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These notes are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. The Securities and Exchange Commission and state securities regulators have not approved or disapprovedthese notes, or determined if this document or the accompanying product supplement, index supplement andprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes are not deposits or savings accounts and are not insured by the Federal Deposit InsuranceCorporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a 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 any sectionstherein, 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 Notes” and “Additional Prospectus dated April 12, 2024 Jump Notes with Auto-Callable Feature Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is lessthan $1,000. Our estimate of the value of the notes as determined on the pricing date is set forth on the cover of this What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and aperformance-based component linked to the underliers. The estimated value of the notes is determined using our ownpricing and valuation models, market inputs and assumptions relating to the underliers, instruments based on the What determines the economic terms of the notes? In determining the economic terms of the notes, 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 costsborne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the notes would What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions,including those related to the underliers, may vary from, and be lower than, the estimated value on the pricing date,because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spreadthat MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costsassociated with issuing, selling, structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may, but is not obligated to, make a market in the notes, and, if it once chooses to make a market, may ceasedoing so at any time. Morgan Stanley Finance LLC Jump Notes with Auto-Callable Feature Hypothetical Examples The following hypothetical examples illustrate