摩根士丹利美股招股说明书(2026-04-02版)

MorganStanley Finance LLC STRUCTURED INVESTMENTSOpportunities in International Equities Dual Directional Trigger Jump Securities Based on the Performance of a Basket of Five Indices due April 3, 2031Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The Dual Directional Trigger Jump Securities (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement,index supplement and prospectus, as supplemented or modified by this document. At maturity, if the basket hasappreciatedin value by no more than 43.82%, you will receive foreach security that you hold at maturity the stated principal amount of $1,000plusthe upside payment of $438.20. If the basket hasappreciatedby more than 43.82%, you willreceive for each security that you hold at maturity the stated principal amountplusan amount based on the percentage increase of the basket. If the basket hasdepreciatedinvalue but by no more than 25%, you will receive the stated principal amount of your investmentplusa positive return equal to the absolute value of the percentage decline, whichwill effectively be limited to a positive return of 25%. However, if the basket hasdepreciatedby more than 25%, you will be negatively exposed to the full amount of the percentagedecline in the basket and will lose 1% of the stated principal amount for every 1% of decline, without any buffer. These long-dated securities are for investors who seek a returnbased on a basket of equity indices and who are willing to risk their principal and forgo current income in exchange for the upside payment and absolute return features that ineach case apply to a limited range of performance of the basket.Investors may lose their entire initial investment in the securities.These long-dated securities are notesissued as part of MSFL’s Series A Global Medium-Term Notes program. The securities differ from the Jump Securities described in the accompanying product supplement in thatthe securities offer the potential for a positive return at maturity if the basket depreciates by up to 25%. The securities are not the Buffered Jump Securities described in theaccompanying product supplement. Unlike the Buffered Jump Securities, the securities do not provide any protection if the basket depreciates by more than 25%.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 securedobligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. The absolute value of the basket percent change. For example, a -5% basket percent change will result in a +5% absolute basket return.final basket value / initial basket value100, which is equal to the sum of the products of (i) the initial basket component value of each basket component, as set forth under “Basket— component represents its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant forthe term of the securities. See “Basket—Multiplier” above.75, which is 75% of the initial basket value The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6. 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 theaccompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should referinstead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” 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 Jump Securities dated November 16, 2023Index Supplement dated November 16, 2023Prospectus dated April 12, 2024 Investment Summary Dual Directional Trigger Jump Securities The Dual Directional Trigger Jump Securities Based on the Performance of a Basket of Five Indices due April 3, 2031 (the“securities”) can be used: ￭As an alternative to direct exposure to the basket that provides a minimum positive return of 43.82% per security if thebasket has appreciated at all as of the valuation date and offers an uncapped 1-to-1 participation in the appreciation of thebasket of greater than 43.82%. ￭To obtain a positive return for a limited range of negative performance of the