摩根士丹利美股招股说明书(2026-02-13版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Step-Down Jump Securities with Auto-Callable Feature due February 23, 2029 Based on the Worst Performing of the iShares®Street®Energy Select Sector SPDR®ETFFully 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 Morgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement andprospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not ￭Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater thanor equal toits then-applicable call threshold level on any determination date for an early redemption payment that will increase over the term of the securities. No further payments will be made 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 ofeachunderlierisgreater than or equal toits upside threshold level, investors will receive a fixed positive return at maturity. If the final level ofeitherunderlier isless thanits upside threshold level but the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive only the stated principal amount at maturity. If, however, the final level ofeitherunderlier isless thanits downside threshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less than the statedprincipal amount and could be zero. 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 beyondits downside threshold level will adversely affect your return on the securities, even if the other underlier has appreciated or has not The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility ofreceiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You will not participate inany appreciation of either underlier.Investors in the securities must be willing to accept the risk of losing their entire initial All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment.These securities are not secured obligations and you will not have any security interest in, or otherwise have any accessto, any underlying reference asset or assets. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying productsupplement, 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 are they 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 theaccompanying index 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 theaccompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional InformationAbout the Securities” at the end of this document. Step-Down Jump Securities with Auto-Callable Feature Morgan Stanley Finance LLC Step-Down Jump Securities with Auto-Callable FeaturePrincipal at Risk Securities Morgan Stanley Finance LLC 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 will 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, instruments based on the underl