摩根士丹利美股招股说明书(2026-02-20版)

Amendment No. 1 dated February 20, 2026 relating toPricing Supplement No. 13,259Registration Statement Nos. 333-275587; 333-275587-01Dated January 16, 2026 Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Jump Notes with Auto-Callable Feature due January 19, 2029Based on the Worst Performing of the VanEck®Gold Miners ETF and iShares® Trust Fully and Unconditionally Guaranteed by Morgan Stanley￭ Morgan Stanley Finance LLC Jump Notes with Auto-Callable Feature Jump Notes with Auto-Callable Feature Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedgingthe notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000. Our estimate of the value of the notes as determined on the pricing date is set forth on the cover of this document. What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to the underliers. The estimated value of the notes is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility and other factors What determines the economic terms of the notes? In determining the economic terms of the notes, we use an internal funding rate, which is likely to be lower than our secondarymarket credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including thoserelated to the underliers, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling,structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the notes in MS & Co. may, but is not obligated to, make a market in the notes, and, if it once chooses to make a market, may cease doing soat any time. Morgan Stanley Finance LLC Jump Notes with Auto-Callable Feature Hypothetical Examples The following hypothetical examples illustrate how to determine whether the notes will be automatically redeemed with respect toa determination date and how to calculate the payment at maturity if the notes have not been automatically redeemed prior tomaturity. The following examples are for illustrative purposes only. Whether the notes are automatically redeemed prior tomaturity will be determined by reference to the closing level of each underlier on each determination date. The payment at Morgan Stanley Finance LLC Jump Notes with Auto-Callable Feature On hypothetical determination date #2, because the closing level ofeachunderlier isgreater than or equal toits call thresholdlevel, the notes are automatically redeemed on the related early redemption date for an early redemption payment corresponding If the closing level of either underlier is less than its call threshold level on each determination date, the notes will notbe automatically redeemed prior to maturity. Jump Notes with Auto-Callable Feature How to calculate the payment at maturity (if the notes have not been automatically redeemed): The hypothetical examples below illustrate how to calculate the payment at maturity if the notes have not been automaticallyredeemed prior to maturity. Jump Notes with Auto-Callable Feature Risk Factors This section describes the material risks relating to the notes. For further discussion of these and other risks, you should read thesection entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the notes. Risks Relating to an Investment in the Notes The notes may not pay more than the stated principal amount at maturity.If the notes have not been automaticallyredeemed prior to maturity and the final level ofeitherunderlier isless thanits call threshold level, you will receive only the ￭The notes do not pay interest.Because the notes do not pay interest, if the notes have not been automatically redeemedprior to maturity and the final level ofeitherunderlier isless thanits call threshold level, you will not receive a positivereturn on your investment, and therefore the overall return on the notes (the effective yield to maturity) will be less than the ￭