摩根士丹利美股招股说明书(2026-03-04版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Dual Directional Buffered Jump Securities due September 30, 2027 Based on the Worst Performing of the Russell 2000®Index and the S&P 500®Fully 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 ofeach underlier 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 the 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 either 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. 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, should 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, 20232, 2024 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 supplement. 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 o