摩根士丹利美股招股说明书(2026-02-24版)

Buffered Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanying product supplement, indexsupplement and prospectus, as supplemented or modified by this document. The weighting for each basket component is not set at the beginning of the term of the securities. Instead, in measuring the performance of theunderlier as a whole as of the observation date, each basket component will be allocated a weighting based on the relative performance of thebasket components compared to each other. Payment at maturity.At maturity, if the basket performance factor ispositive, investors will receive the stated principal amountplusthe leveragedupside payment, subject to the maximum payment at maturity. If the basket performance factor iszero or negativebut has not declined by morethan the buffer amount, investors will receive only the stated principal amount at maturity. If, however, the basket performance factor has decreasedby more than the buffer amount, investors will lose 1% for every 1% decline in the value of the underlier beyond the specified buffer amount.Underthese circumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amount of the securities,subject to the minimum payment at maturity. ￭The securities are for investors who seek a return based on the allocated performance of the basket components and who are willing to risk theirprincipal and forgo current incomeand returns above the maximum payment at maturity in exchange for the upside leverage and buffer features,each of which applies to a limited range of performance of the underlier over the term of the securities.Investors in the securities must be willingto accept the risk of losing a significant portion of their initial investment.The securities are notes issued as part of MSFL’s Series A GlobalMedium-Term Notes program. 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, any underlyingreference asset or assets. TERMS page 7.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is acriminal 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 the accompanying index supplement, please note that all references in such supplement to the prospectus datedNovember 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sectionsof such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end ofthis document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Product Supplement for Principal at Risk Securities dated February 7, 2025Index Supplement dated November 16, 2023 Buffered PLUS Principal 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 willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the rangespecified on the cover hereof and will be set forth on the cover of the final pricing supplement. 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 basket components. The estimated value of the securities is determined using ourown pricing and valuation models, market inputs and assumptions relating to the basket components, instruments based on thebasket components, volatility and other factors including current and expected interest rates, as well as an interest rate related toour se