摩根士丹利美股招股说明书(2026-03-04版)

Dual Directional Buffered Jump Securities due September 30, 2027 Based on the Worst Performing of the Russell 2000®Index and the S&P 500®IndexFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.The securities will pay no interest and have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. ￭Payment at maturity.At maturity, if the final level ofeachunderlier isgreater than or equal toits initial level, investors will receive the statedprincipal amountplusthe upside payment specified herein. If the final level ofeither underlierisless thanits initial level but the final level ofeachunderlier isgreater than or equal toits buffer level, investors will receive at maturity the stated principal amount plus a positive return equal to (i) theabsolute value of the percentage decline in the level of the underlier multiplied by (ii) the absolute return participation rate. If, however, the final levelofeither underlierisless thanits buffer level, investors will lose 1% for every 1% decline in the level of the worst performing underlier beyond thespecified buffer amount.Under these circumstances, the payment at maturity will be less, and may be significantly less, than the statedprincipal amount of the securities, subject to the minimum payment at maturity. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level of either underlier beyond its buffer level will adverselyaffect your return on the securities, even if the other underlier has appreciated or has not declined as much. The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risk theirprincipal and forgo current income and returns above the upside payment in exchange for the upside payment, buffer and the absolute returnfeatures, each of which applies to a limited range of performance of the worst performing underlier over the term of the securities.Investors in thesecurities must be willing to accept the risk of losing a significant portion of their initial investment based on the performance of eitherunderlier.The securities are notes issued as part of MSFL’s Series A Global 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. 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. ￭ The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 5. 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 arethey 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. 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 theSecurities” and “Additional Information About the Securities” at the end of this 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 Prospectus dated April 12, 2024 Dual Directional Buffered Jump 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 su