摩根士丹利美股招股说明书(2026-03-05版)

Step-Down Jump Securities with Auto-Callable Feature due March 11, 2031Based on the Performance of the S&P® 500 Futures 40% Intraday 4% Decrement VT 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 unconditionallyguaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement, indexsupplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repaymentof principal and do not provide for the regular payment of interest.Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater ￭than or equal tothe then-applicable call threshold level on any determination date for an early redemption payment that willincrease over the term of the securities. No further payments will be made on the securities once they have beenautomatically redeemed.￭Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equal tothe downside threshold level, investors will receive a fixed positive return at maturity. If, however, the finallevel isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the level of the underlier overthe term of the securities.Under these circumstances, the payment at maturity will be significantly less than thestated principal amount and could be zero.The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility ￭of receiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You will notparticipate in any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losingtheir entire initial investment.The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notesprogram. All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. (1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $per security, for further sale to certainfee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities.See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts ofInterest)” in the accompanying product supplement.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 9. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product 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. Please also see “Additional Terms of the Securities” 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 February 10, 2026Prospectus dated April 12, 2024 Determination Dates, Call Threshold Levels, Early Redemption Dates and Early RedemptionPayments 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 pric