摩根士丹利美股招股说明书(2026-02-25版)

STRUCTURED INVESTMENTS Jump Notes with Auto-Callable Feature due February 23, 2029 Based on the Worst Performing of the Common Stock of Microsoft Corporation, theCommon Stock of Tesla, Inc. and the Common Stock of NVIDIA Corporation not 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. Terms continued on the following page 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. 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, 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 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 any underlier is less than its call threshold level on each determination date, the notes will not beautomatically 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. In examples #2 and #3, the final level ofat least oneunderlier isless thanits call threshold level. Therefore, investors receive atmaturity the stated principal amount. 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 ofanyunderlier 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 ofanyunderlier isless thanits call threshold level, you will not receive a positive returnon your investment, and therefore the overall return on the notes (the effective yield to maturity) will be less than the amount ￭The appreciation potential of the notes is limited by the fixed early redemption payment or payment at maturityspecified for each determination date.The appreciation potential of the notes is limited