摩根士丹利美股招股说明书(2026-03-06版)

Contingent Income Auto-Callable Notes due March 18, 2031Based on the Worst Performing of the Common Stock of Apple Inc., the Common Stock of Broadcom Inc. and the Class A Common Stock of Meta Platforms, Inc.Fully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Thenotes have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this document. The notesdo not provide for the regular payment of interest. Contingent coupon.The notes will pay a contingent coupon but only if the closing level ofeachunderlier isgreater than or equal toits couponbarrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level on any observationdate, we will pay no interest with respect to the related interest period. Automatic early redemption. The notes will be automatically redeemed if the closing level ofeachunderlier is greater than or equal to its callthreshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthe contingentcoupon with respect to the related interest period. No further payments will be made on 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 the contingent couponwith respect to the final observation date, if payable) the stated principal 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 does not provideany asset diversification benefits and instead means that a decline in the level of any underlier beyond its initial level adversely affect your return onthe notes, even if the other underliers have appreciated or have not declined as much. The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity to earn interest at apotentially above-market rate in exchange for the risk of receiving no coupons over the entire term of the notes. You will not participate in anyappreciation of any underlier. The notes 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. These notes arenot secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset orassets. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanyingproduct supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The notes 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 theyobligations of, or guaranteed by, a bank.You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Contingent Income Auto-Callable Notes Observation Dates and Coupon Payment Dates Contingent Income 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 will be less than$1,000. Our estimate of the value of the notes as determined on the pricing date will be within the range specified on the coverhereof 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 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 factorsincluding current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which isthe implied interest rate at which our conventional fixed rate debt trades in the secondary market. 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 spread