摩根士丹利美股招股说明书(2026-01-27版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class A Common Stock of Alphabet Inc., the Class ACommon Stock of Meta Platforms, Inc. and the Common Stock of Amazon.com, Inc. due February 16, 2029Fully and Unconditionally Guaranteed by Morgan Stanley 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 35.00% of the face amount (to be determined on the pricing date). No furtherpayments will be made on the securities once they have been called. ￭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 to50% 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, you will have full downside exposure to the decrease in the price of the lowestperforming underlying stock from its starting price, and you will lose more than 50%, and possibly all, of your initial investment. The current estimated value of the securities is approximately $939.90 per security, or within $39.90 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 subject to our credit risk. 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, nor are they obligations of,or guaranteed by, a bank. You should read this document together with the related product supplement for principal at risk securities and prospectus, each of which can be accessed via the hyperlinks below. When you read theaccompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanyingprospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “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. (1)Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $25.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”),may receive a selling concession of up to $20.00 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. See “Supplementalinformation concerning plan of distribution; conflicts of interest.”(2)In respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other servicesin connection with the distribution of the securities to other securities dealers.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement.Product Supplement for Principal at Risk Securities dated November 16, 2023Prospectus dated April 12, 2024 Morgan Stanley Finance LLC Market Linked Securities —Auto-Callable with Leveraged Upside Participation and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms,Inc. and the Common Stock of Amazon.com, Inc. due February 16, 2029 Morgan Stanley Finance LLC Market Linked Securities —Auto-Callable with Leveraged Upside Participation and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing o