摩根士丹利美股招股说明书(2026-03-11版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Variable Income Memory Auto-Callable Notes due April 1, 2031 Based on the Worst Performing of the Class A Common Stock of Palantir Technologies Inc., the CommonStock of Micron Technology, Inc., the Class A Common Stock of AppLovin Corporation, the Common Stockof Tesla, Inc. and the Common Stock of Oracle Corporation Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthehigher coupon with respect to the related interest period and any previously unpaid conditional coupons. No further payments will be made Payment at maturity.If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to theapplicable variable coupon with respect to the final interest period and any previously unpaid conditional coupons, if payable) the statedprincipal 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 doesnot provide any asset diversification benefits and instead means that poor performance byanyunderlier will adversely affect your return onthe notes, regardless of the performance of the other underliers. The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity to earninterest at a potentially above-market rate in exchange for the risk of receiving no higher coupons over the entire term of the notes. You willnot participate in any appreciation of any underlier.The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesenotes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. Morgan Stanley Finance LLC Morgan Stanley Finance LLC Variable Income Memory Auto-Callable Notes Variable Income Memory 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 cover 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 factors 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 spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including thoserelated to the underliers, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, MS & Co. may, but is not obligated to, make a market in the notes, and, if it once chooses to make a market, may cease doing soat any time. Morgan Stanley Finance LLC Variable Income Memory Auto-Callable Notes Hypothetical Examples The following hypothetical examples illustrate how to determine whether the notes will be automatically redeemed with respect toa redemption determination date and whether the lower coupon or the higher coupon is payable with respect to an observationdate. The following examples are for illustrative purposes only. Whether the notes are automatically redeemed prior to maturitywill be determined by reference to the closing level of each underlier on each redemption determination date. Whether you Variable Income Memory Auto-Callable Notes How to determine whether the notes will be automatically redeemed with respect to a redemptiondetermination date: On hypothetical redemption determination date #2, because the