摩根士丹利美股招股说明书(2026-02-10版)

with an AbsoluteReturn Barrier Linked to the VanEck®Gold Miners ETFFully and Unconditionally Guaranteed by Morgan Stanley ￭Maturity of approximately two years, if not called on the Call Observation Date￭Automatic call of the notes at $12.135 if the VanEck®Gold Miners ETF (the “Market Measure”) is flat or increases above 100% ofthe Starting Value on the Call Observation Date. If the notes are called, on the Call Payment Date you will receive the Call Payment,and no further amounts will be payable on the notes￭The Call Observation Date will occur approximately one year after the pricing date￭If not called on the Call Observation Date, at maturity:￭150% leveraged upside exposure to increases in the Market Measure￭A positive return equal to the absolute value of the percentage decline in the value of the Market Measure only if the MarketMeasure does not decline by more than 30% (e.g., if the negative return of the Market Measure is -5.00%, you will receive apositive return of +5.00%)￭If the Market Measure declines by more than 30% from the Starting Value, 1-to-1 downside exposure to decreases in the MarketMeasure from the Starting Value, with up to 100% of your principal amount at risk￭All payments are subject to the credit risk of Morgan Stanley Finance LLC, as issuer of the notes, and the credit risk of MorganStanley, as guarantor of the notes￭No periodic interest payments￭Limited secondary market liquidity, with no exchange listing The notes are being issued by Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.Investing in the notes involves a number of risks. There are important differences between the notes and a conventional debt security,including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-8 of this term sheet,“Additional Risk Factors” on page TS-10 of this term sheet, and “Risk Factors” on page PS-8 of the accompanying product supplementand page 7 of the accompanying prospectus.The initial estimated value of the notes as of the pricing date is $9.717 per unit, which is less than the public offering price listed below. The estimated value of the notes is determined using our own pricing and valuation models, market inputs and assumptions relating tothe Market Measure, instruments based on the Market Measure, volatility and other factors including current and expected interestrates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which ourconventional fixed rate debt trades in the secondary market.See “Summary” on the following page, “Risk Factors” beginning on page TS-8 ofthis term sheet and “Structuring the Notes” on page TS-23 of this term sheet for additional information. The actual value of your notes at any timewill reflect many factors and cannot be predicted with accuracy._________________________ None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved ordisapproved of these notes or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is acriminal offense. The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any othergovernmental 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 notes and prospectus, each of which can be accessed via the hyperlinks below. As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFLcollectively, as the context requires._______________________ Autocallable Leveraged Index Return Notes®with an Absolute ReturnBarrierLinked to the VanEck®Gold Miners ETF, due February 14, 2028 Summary The Autocallable Leveraged Index Return Notes®with an Absolute Return Barrier Linked to the VanEck®Gold Miners ETF, due February 14, 2028(the “notes”) are senior unsecured medium-term notes issued by MSFL. Payments on the notes are fully and unconditionally guaranteed byMorgan Stanley. The notes and the related guarantee are not insured by the Federal Deposit Insurance Corporation or secured by collateral. Thenotes will rank equally in right of payment with all other unsubordinated and unsecured obligations of MSFL from time to time outstanding, exceptobligations that are subject to any priorities or preferences by law. The guarantee of the notes will rank equally in right of payment with all otherunsubordinated and unsecured obligations of Morgan Stanley, except obligations that are subject to any priorities or preferences by law, andsenior in right of payment to its subordinated obligations.Any payments due on the notes, including any repayment of principal, will besubject to our and Morgan Stanley’s credit risk. If we default on our obligations