摩根士丹利美股招股说明书(2026-02-19版)

Morgan Stanley Finance LLC Trigger Autocallable NotesLinked to the Least Performing Underlying among the S&P 500®Equal Weight Index, the Dow Jones Industrial Average℠ Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger Autocallable Notes (the “Securities”) are unsecured and unsubordinated debt obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley. The Securities provide a returnbased on the least performing underlyingamong the S&P 500®Equal Weight Index (the “SPW Index”), the Dow Jones Industrial Average(the “INDU Index”) and the Russell 2000® Index (the “RTY Index,” and together with the SPW Index and the INDU Index, the “Underlyings”). Beginning after one year, if the Index Closing Valueof each ofthe SPW Index, INDU Index and the RTY Index(each, an “Underlying”) on any semi-annual Observation Date beginning February 25, 2027 (including the Final Observation Date) isequal to or greater than its respective Initial Underlying Value, MSFL will automatically call the Securities and pay the principal amount of the Securitiesplusa Call Return that will vary dependingon the Observation Date and will reflect a fixed Call Return Rate on a per-annum basis. If the Securities are not automatically called and the Final Underlying Value of any Underlying is less than95% of its respective Initial Underlying Value, which we refer to as the Redemption Threshold, but the Final Underlying Value of each Underlying is greater than or equal to 75% of its respectiveInitial Underlying Value, which we refer to as the Downside Threshold, investors will receive the principal amount at maturity. However, if the Final Underlying Value is less than the DownsideThreshold, MSFL will pay you significantly less than the full principal amount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the full decline in the valueof the Underlying with the largest percentage decrease from its Initial Underlying Value to its Final Underlying Value (the “Least Performing Underlying”), even if the other Underlyings appreciateor do not decline as much from the Strike Date to the Final Observation Date. Investors will not participate in any appreciation of the Underlyings. These long-dated Securities may beappropriate for investors who are willing to risk their entire principal at maturity and are willing to forgo current income in exchange for the possibility of receiving the Call Return prior to or atmaturity, if the Index Closing Value ofeach of the Underlyingsis at or above its respective Initial Underlying Value as of one of the semi-annual Observation Dates (beginning after one year),and, if the Securities have not been called, in exchange for a contingent repayment of principal, but only if the Final Underlying Value of each of theUnderlyingshas not declined below itsrespective Downside Threshold.Investing in the Securities involves significant risks. You may lose a significant portion or all of your principal amount. Generally, the higher the CallReturn Rate for the Securities, the greater the risk of loss on those Securities. The Downside Thresholds are observed only on the Final Observation Date and the contingentdownside market exposure applies at maturity; if you are able to sell the Securities prior to maturity, you may receive substantially less than the principal amount even if the valueof each of the Underlyings is greater than its respective Redemption Threshold and Downside Threshold at the time of sale.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 youwill not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. FeaturesKey Dates* ❑ Automatically Callable:Beginning after one year, MSFL will automatically call the Securities and pay you theprincipal amount plus a Call Return if the Observation Date Closing Value of each of the SPW Index, the INDUIndex and the RTY Index on any semi-annual Observation Date beginning February 25, 2027 (including theFinal Observation Date) is equal to or greater than its respective Redemption Threshold, and no furtherpayments will be made on the Securities. The Call Return will vary depending on the Observation Date and willreflect a fixed Call Return Rate on a per-annum basis. If the Securities are not called, investors will have thepotential for downside equity market risk of the Least Performing Underlying at maturity.❑ Contingent Downside Market Exposure:If the Securities have not been called and the Final UnderlyingValue of at least one of the SPW Index, INDU Index or the RTY Index is less than its Redemption Threshold butequal to or greater than its respective Downside Threshold, MSFL will pay you the principal amount perSecurity at maturity. How