摩根士丹利美股招股说明书(2026-03-02版)

STRUCTURED INVESTMENTS Contingent Income Securities due March 1, 2029 Based on the Worst Performing of the iShares®Street®SPDR®S&P 500®ETF and the iShares® Fully and Unconditionally Guaranteed by Morgan Stanley The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level ofeachunderlier isgreater than or equal toits coupon barrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level onany observation date, we will pay no interest with respect to the related interest period. Payment at maturity.At maturity, if the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors willreceive (in addition to the contingent coupon with respect to the final observation date, if payable) the stated principal amount at maturity. If,however, the final level ofanyunderlier isless thanits downside threshold level, investors will lose 1% for every 1% decline in the level ofthe worst performing underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly The value of the securities is based on the worst performing underlier. The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level ofanyunderlier beyond its couponbarrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciatedor have not declined as much. The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of any underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment based on the performance of any underlier.The securities are notes issued as part of MSFL’s Series A Global Medium-Term The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 7. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal 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 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. Whenyou read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the 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 is 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 underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the secu