摩根士丹利美股招股说明书(2026-03-25版)

Dual Directional Buffered PLUS due March 28, 2029Based on the Worst Performing of the Nasdaq-100®Equal Weighted Index and the S&P® 500 Equal Weight IndexBuffered Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan Stanley The Dual Directional Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanyingproduct supplement, index supplement and prospectus, as supplemented or modified by this document. Payment at maturity.At maturity, if the final level ofeachunderlier isgreater thanits initial level, investors will receive the stated principalamountplusthe leveraged upside payment. If the final level ofeitherunderlier isequal to or less thanits initial level but the final level ofeachunderlier isgreater than or equal toits buffer level, investors will receive at maturity the stated principal amountplusa positive returnequal to (i) the absolute value of the percentage decline in the level of the worst performing underliermultipliedby (ii) the absolute returnparticipation rate. If, however, the final level ofeitherunderlier isless thanits buffer level, investors will lose 1% for every 1% decline in thelevel of the worst performing underlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will beless, and may be significantly less, than the stated principal amount of the securities, subject to the minimum payment atmaturity. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level ofeitherunderlier beyond itsbuffer level will adversely affect your return on the securities, even if the other underlier has appreciated or has not declined as much. The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risktheir principal and forgo current income in exchange for the upside leverage, absolute return participation and buffer features, each of whichapplies to a certain range of performance of the worst performing underlier over the term of the securities.Investors in the securities mustbe willing to accept the risk of losing a significant portion of theirinitial investment based on the performance of either underlier.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. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 6.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. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of theSecurities” 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. 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 pricing date, we take into account that the se