摩根士丹利美股招股说明书(2026-02-03版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Contingent Income Memory Auto-Callable Securities due February 3, 2028Based on the Worst Performing of the Common Stock of Bank of America Corporation, the Common Stock of Citigroup Inc. and the Common Stock of JPMorgan Chase & Co.Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal 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 and prospectus, as supplemented or modified bythis document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Contingent coupon.The securities will pay a contingent coupon (as well as any previously unpaid contingent coupons)but only iftheclosing level ofeachunderlier isgreater than or equal toits coupon barrier level on the related observation date. However, if the closinglevel ofanyunderlier isless thanits coupon barrier level on any observation date, we will pay no interest with respect to the related interestperiod. 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 and any previously unpaid contingent coupons. No further payments will bemade on the securities once they have been automatically 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 downside threshold level, investors will receive (in addition to the contingent coupon with respect to the finalobservation date and any previously unpaid contingent coupons, if payable) the stated principal amount at maturity. If, however, the finallevel ofanyunderlier isless thanits downside threshold level, investors will lose 1% for every 1% decline in the level of the worstperforming underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less than 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 any underlier beyond its couponbarrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of any underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment based on the performance of any underlier.The securities are notes issued as part of MSFL’s Series A Global Medium-Term 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 11.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct 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. Contingent Income Memory Auto-Callable SecuritiesPrincipal at Risk Securities Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers