摩根士丹利美股招股说明书(2026-03-10版)

Contingent Income Memory Auto-Callable Securities due March 9, 2028Based on the Performance of the Common Stock of Oracle Corporation 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 MorganStanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Contingent coupon.The securities will pay a contingent coupon (as well as any previously unpaid contingent coupons)but only iftheclosing level of the underlier isgreater than or equal tothe coupon barrier level on the related observation date. However, if the closinglevel of the underlier isless thanthe coupon barrier level on any observation date, we will pay no interest with respect to the related interestperiod. Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal tothe call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthecontingent coupon with respect to the related interest period and any previously unpaid contingent coupons. No further payments will bemade on the securities once they have been automatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equaltothe downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date andany previously unpaid contingent coupons, if payable) the stated principal amount at maturity. If, however, the final level isless thanthedownside threshold level, investors will lose 1% for every 1% decline in the level of the underlier over the term of the securities.Underthese circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero. ￭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 the underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment.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, anyunderlying reference asset or assets. (1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $for each security they sell. See“Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement.(2)See “Use of Proceeds and Hedging” in the accompanying product supplement. 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 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 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. Observation Dates and Coupon Payment Dates 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