摩根士丹利美股招股说明书(2026-02-25版)

Jump Notes with Auto-Callable Feature due February 23, 2029Based on the Worst Performing of the Common Stock of Microsoft Corporation, the Common Stock of Tesla, Inc. and the Common Stock of NVIDIA CorporationFully and Unconditionally Guaranteed by Morgan Stanley￭ The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The notes will pay no interest and have the terms described in the accompanying product supplement and prospectus, assupplemented or modified by this document. ￭Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any determination date (other than the final determination date) for an early redemption payment that will increaseover the term of the notes. No further payments will be made on the notes once they have been automatically redeemed.￭Payment at maturity.If the notes have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreaterthan or equal toits call threshold level, investors will receive a fixed positive return at maturity. If, however, the final level ofanyunderlier isless thanits call threshold level, investors will receive only the stated principal amount at maturity.￭The value of the notes is based on the worst performing underlier. The fact that the notes are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that poor performance byanyunderlier will adversely affect your return onthe notes, regardless of the performance of the other underliers.￭The notes are for investors who are concerned about principal risk and who are willing to forgo current income in exchange for therepayment of principal at maturity and the possibility of receiving an early redemption payment or payment at maturity that exceeds thestated principal amount. You will not participate in any appreciation of the underlier. The notes are notes issued as part of MSFL’s Series AGlobal Medium-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. Thesenotes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. Jump Notes with Auto-Callable Feature Jump Notes with Auto-Callable Feature Determination Dates, Early Redemption Dates and Early Redemption Payments 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 factorsincluding current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which isthe implied interest rate at which our conventional fixed rate debt trades in the secondary market. 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 werelower or if the internal funding rate were higher, one or more of the economic terms of the notes would be more favorable to you. 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 inthe secondary market during the amortization period specified herein, absent changes in market conditions, including thoserelated to the unde