摩根士丹利美股招股说明书(2026-04-06版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Market Linked Securities—Contingent Fixed Return and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000®Index and theS&P 500®Index due April 14, 2027Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the Nasdaq-100 Index®, the Russell 2000®Indexand the S&P 500®Index(each referred to as an “underlying”)￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.￭Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may begreater than or less than the face amount of the securities, depending on the performance of the lowest performing underlying from its starting level to its ending level. The maturity paymentamount will reflect the following terms:￭If the level of the lowest performing underlying increases (regardless of the extent of that increase), stays the same or decreases but the decrease is to a level that is greaterthan or equal to its threshold level, you will receive the face amountplusthe contingent fixed return of 15.60% of the face amount ($156 per face amount).￭If the level of the lowest performing underlying decreases to a level less than its threshold level, you will have full downside exposure to the decrease in the level of the lowestperforming underlying from its starting level, and you will lose more than 21%, and possibly all, of the face amount The current estimated value of the securities is $985.20 per security.The estimated value of the securities is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current andexpected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventionalfixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 4.The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11. All payments on the securities are subject to our credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the 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 are they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement for principal at risk securities, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements to theprospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections ofsuch prospectus, as applicable. Please also see “Additional Information About the Securities” at the end of this document.As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. (1)Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $10.75 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”),may receive a selling concession of up to $5.00 per security, and WFA will receive a distribution expense fee of $0.75 for each security sold by WFA. See “Supplementalinformation concerning plan of distribution; conflicts of interest.”(2)In respect of certain securities sold in this offering, we may pay a fee of up to $2 per security to selected securities dealers in consideration for marketing and other services inconnection with the distribution of the securities to other securities dealers.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement for principal at risk securities. Morgan Stanley Finance LLC Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P500®Index due April 14, 2027 April 2026Page 2 Morgan Stanley Finance LLC Morgan Stanley Finance LLC Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P500®Index due April