摩根士丹利美股招股说明书(2026-03-27版)

Dual Directional Trigger Jump Securities due January 25, 2029Based on the Worst Performing of the Russell 2000® Index, the Dow Jones Industrial AverageSMand the Nasdaq-100 Index® 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 will pay no interest, do not guarantee any return of principal at maturity and have the terms described in theaccompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. ￭Payment at maturity.At maturity, if the final level ofeachunderlier isgreater than or equal toits initial level, investors will receive thestated principal amountplusthe upside payment specified herein. If the final level ofanyunderlier isless thanits initial level but the finallevel ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive at maturity the stated principal amountplusa positive return equal to (i) the absolute value of the percentage decline in the level of the worst performing underliermultipliedby (ii)the absolute return participation rate. If, however, the final level ofanyunderlier isless thanits downside threshold level, investors will lose1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, thepayment at maturity will be significantly less than the stated principal amount and could be zero. 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 of any underlier beyond itsdownside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have notdeclined 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 and returns above the upside payment in exchange for the upside payment feature as well as theabsolute return participation feature and the limited protection against loss of principal, each of which applies only to a certain range ofnegative performance of the worst performing underlier over the term of the securities.Investors in the securities must be willing toaccept the risk of losing their entire initial investment based on the performance of any underlier.The securities are notes issued aspart 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. Product Supplement for Principal at Risk Securities dated February 7, 2025Index Supplement dated November 16, 2023Prospectus dated April 12, 2024 Dual Directional Trigger Jump Securities Dual Directional Trigger Jump SecuritiesPrincipal at Risk Securities 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 isless than $