摩根士丹利美股招股说明书(2026-03-24版)

Morgan Stanley Finance LLC $45,450,000 Step Down Trigger Autocallable NotesLinked to the Least Performing Underlying among the Nasdaq-100 Index®, the S&P 500®Index and the EURO STOXX 50® Index due March 25, 2031Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger Autocallable Notes (the “Securities”) are unsecured and unsubordinated debt obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The Securities provide a returnbased on the least performing underlyingamong the Nasdaq-100 Index®(the “NDX Index”), the S&P 500®® Index (the “SPX Index”) and the EURO STOXX 50Index (the “SX5E Index,” and together with the NDX Index and the SPX Index, the “Underlyings”). If the Index Closing Value ofeach of the NDX Index, the SPX Index and the SX5E Index(each, an“Underlying”) on any semi-annual Observation Date beginning March 30, 2027 (the “Observation Date Closing Value”) is equal to or greater than (i) its respective Initial Underlying Value on any of the first eightsemi-annual Observation Dates (beginning after one year) or (ii) its respective Downside Threshold on the Final Observation Date, MSFL will automatically call the Securities and pay the principal amount of theSecuritiesplusa Call Return that will vary depending on the Observation Date and will reflect a fixed Call Return Rate on a per-annum basis. However, if the Securities are not called, and therefore the FinalUnderlying Value ofat least one of the NDX Index, the SPX Index or the SX5E Indexis less than its respective Downside Threshold, MSFL will pay you significantly less than the full principal amount, ifanything, at maturity, resulting in a loss on your principal amount that is proportionate to the full decline in the value of theUnderlying with the largest percentage decrease from its Initial Underlying Valueto its Final Underlying Value (the “Least Performing Underlying”),even if the other Underlyings appreciate or do not decline as much. Investors will not participate in any appreciation of the Underlyings.These long-dated Securities may be appropriate for investors who are willing to risk their entire principal at maturity and are willing to forego current income in exchange for the possibility of receiving the CallReturn prior to or at maturity, if the Index Closing Value ofeach of the Underlyingsis at or above its respective Initial Underlying Value as of one of the first eight semi-annual Observation Dates (beginningafter one year), or, if the Securities have not been called prior to maturity, if the Final Underlying Value ofeach of the Underlyingsisgreater than or equal to its respective Downside Threshold. Because allpayments on the Securities are based on the least performing underlying among the NDX Index, the SPX Index and the SX5E Index, the fact that the Securities are linked to three Underlyings does not provideany asset diversification benefits and instead means that a decline in the value beyond the relevant Downside Threshold of any of the NDX Index, the SPX Index or the SX5E Index will result in a loss of asignificant portion or all of your investment, even if the other Underlyings appreciate or do not decline as much.Investing in the Securities involves significant risks. The Issuer will not automatically callthe Securities following any of the first eight semi-annual Observation Dates (beginning after one year) if the Observation Date Closing Value of any of the Underlyings is below its respectiveInitial Underlying Value. You will lose a significant portion or all of your principal amount at maturity if the Securities are not called prior to or at maturity and therefore the Final Underlying Valueof at least one of the Underlyings is below its Downside Threshold.Generally, the higher the Call Return Rate for the Securities, the greater the risk of loss on those Securities. The DownsideThresholds are observed only on the Final Observation Date and the contingent downside market exposure applies at maturity; if you sell the Securities prior to maturity, you may receivesubstantially less than the principal amount even if the value of each of the Underlyings is greater than itsrespective Downside Threshold at the time of sale.All payments are subject to our credit risk. If we default on our obligations, you could lose a significant portion or all of your investment. These Securities are not secured obligations and youwill not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Features Key Dates ❑Automatically Callable:MSFL will automatically call the Securities and pay you the principal amount plus a Call Return if(i) the Observation Date Closing Value ofeach of the NDX Index, the SPX Index and the SX5E Indexon any of the firsteight semi-annual Observation Dates beginning March 30, 2027 is equal to or greater than its respective Initial UnderlyingVal