摩根士丹利美股招股说明书(2026-03-26版)

Index due April 18, 2031Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger Autocallable GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionallyguaranteed by Morgan Stanley with returns linked to the performance of the Russell 2000®Index (the “Underlying”). If the closing level of the Underlying on the Observation Date (the“Observation Date Closing Level”) is greater than or equal to the Autocall Barrier, MSFL will automatically call the Securities and pay the principal amount of the Securities plus the CallReturn. No further payments will be made on the Securities once they have been called, and the investor will not participate in any appreciation of the Underlying if the Securities arecalled early. If the Securities are not called prior to maturity and the Underlying Return is greater than zero, MSFL will pay the Principal Amount at maturity plus a return equal to theproduct of (i) the Principal Amount multiplied by (ii) the Underlying Return multiplied by (iii) the Upside Gearing of between 1.54 and 1.74 (the actual Upside Gearing will be determined onthe Trade Date). If the Underlying Return is less than or equal to zero, MSFL will either pay the full Principal Amount at maturity, or, if the Final Level is less than the Downside Threshold,MSFL will pay significantly less than the full Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Underlying Return. These long-dated Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their principal and forgo current income in exchange for the possibility ofreceiving the Call Return if the Underlying closes at or above the Autocall Barrier on the Observation Date, and the Upside Gearing feature and the contingent repayment of principal,which apply only if the Securities have not been called and the Final Level is greater than the Initial Level or not less than the Downside Threshold, respectively, each as applicable atmaturity.Investing in the Securities involves significant risks. You will not receive interest or dividend payments during the term of the Securities. The Issuer will notautomatically call the Securities following the Observation Date if the Observation Date Closing Level of the Underlying is below the Autocall Barrier. You will lose asignificant portion or all of your Principal Amount at maturity if the Securities are not called prior to maturity and the Final Level of the Underlying is below the DownsideThreshold. The contingent repayment of principal applies only if you hold the Securities to maturity.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Features ❑Automatically Callable:MSFL will automatically call the Securities and pay you the principal amountplus the Call Return if the Observation Date Closing Level of the Underlying on the Observation Date isgreater than or equal to the Autocall Barrier. If the Securities are called following the Observation Date,no further payments will be made on the Securities and the investor will not participate in anyappreciation of the Underlying.❑Enhanced Growth Potential:If the Securities are not called prior to maturity and the Underlying Return is greater than zero, the Upside Gearing feature will provide leveraged exposure to the positiveperformance of the Underlying, and MSFL will pay the Principal Amount at maturity plus pay a returnequal to the Underlying Return multiplied by the Upside Gearing. If the Underlying Return is less thanzero, investors may be exposed to the negative Underlying Return at maturity.❑Contingent Repayment of Principal at Maturity:If the Securities are not called prior to maturity and *Expected. In the event that we make any change to the expected TradeDate and Settlement Date, we may change the Observation Date, theFinal Valuation Date and/or the Maturity Date so that the stated term of theSecurities remains the same.**Subject to postponement in the event of a Market Disruption Event or for the Underlying Return is equal to or less than zero and the Final Level is not less than the DownsideThreshold, MSFL will pay the Principal Amount at maturity. However, if the Final Level is less than theDownside Threshold, MSFL will pay less than the full Principal Amount, if anything, resulting in asignificant loss of principal that is proportionate to the negative Underlying Return. The contingentrepayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities,including any repayment of principal, is subject to our creditworthi