摩根士丹利美股招股说明书(2026-02-26版)

STRUCTURED INVESTMENTS Variable Income Memory Auto-Callable Notes due February 27, 2031 Based on the Worst Performing of the Class A Common Stock of Palantir Technologies Inc., the CommonStock of Micron Technology, Inc., the Class A Common Stock of AppLovin Corporation, the Common Stockof Tesla, Inc. and the Common Stock of Oracle Corporation The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The notes have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. ￭Variable coupon.The notes will pay a variable coupon on each coupon payment date, as follows: If, on any observation date, the closinglevel ofeachunderlier isgreater than or equal toits coupon barrier level, the notes will pay the higher coupon (as well as any previouslyunpaid conditional coupons), at the annual rate specified herein, with respect to the related interest period. However, if the closing level of anyunderlier isless thanits coupon barrier level on any observation date, the notes will pay only the lower coupon, at the annual ratespecified herein, with respect to the related interest period. Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthehigher coupon with respect to the related interest period and any previously unpaid conditional coupons. No further payments will be madeon the notes once they have been automatically redeemed. Payment at maturity.If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to theapplicable variable coupon with respect to the final interest period and any previously unpaid conditional coupons, if payable) the statedprincipal 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 on the notes, regardless of the performance of the other underliers. The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity to earninterest at a potentially above-market rate in exchange for the risk of receiving no higher coupons over the entire term of the notes. You willnot participate in any appreciation of any underlier.The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes 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. Morgan Stanley Finance LLC Variable Income Memory Auto-Callable Notes Variable Income Memory Auto-Callable Notes 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,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 n