摩根士丹利美股招股说明书(2026-01-30版)

Contingent Income Buffered Auto-Callable Securities due March 1, 2029Based on the Worst Performing of the Russell 2000®Index and the S&P 500® IndexFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. The securities do not provide for the regular payment of interest.Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level ofeachunderlier isgreater than or equal to its coupon barrier level on the related observation date. However, if the closing level ofeitherunderlier isless thanits coupon barrier levelon any observation date, we will pay no interest with respect to the related interest period. Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equaltoits call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthe contingent coupon with respect to the related interest period. 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 ofeachunderlier isgreater than or equal toits buffer level, investors will receive (in addition to the contingent coupon with respect to the final observationdate, if payable) the stated principal amount at maturity. If, however, the final level ofeitherunderlier isless thanits buffer level, investorswill lose 1% for every 1% decline in the level of the worst performing underlier beyond the specified buffer amount.Under thesecircumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amount of thesecurities, subject to the minimum payment at maturity. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level of either underlier beyond itscoupon barrier level and/or buffer level will adversely affect your return on the securities, even if the other underlier has appreciated or hasnot declined as much. ￭The securities are for investors who are willing to risk their principal and accept the risk of receiving no coupons over the entire term of thesecurities in exchange for the buffer feature and the opportunity to earn interest at a potentially above-market rate. You will not participate inany appreciation of either underlier.Investors in the securities must be willing to accept the risk of losing a significant portion oftheir initial investment based on the performance ofeither underlier.The securities are notes 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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, anyunderlying reference asset or assets. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 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 or instrumentality, nor arethey 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 any sections therein, shouldrefer 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 theSecurities” 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, 2023 Observation Dates and Coupon Payment Dates Contingent Income Buffered Auto-Callable SecuritiesPrincipal at Risk Sec