摩根士丹利美股招股说明书(2026-04-07版)

STRUCTURED INVESTMENTS Contingent Income Auto-Callable Securities due May 1, 2031Based on the Worst Performing of the Dow Jones Industrial AverageSM 2000®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 have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level ofeachunderlier isgreater than or equal toits coupon barrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level onany observation date, we will pay no interest with respect to the related interest period.Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equaltoits call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthe contingent coupon with respect to the related interest period. No further payments will be made on the securities once they have beenautomatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive (in addition to the contingent coupon with respect to the finalobservation date, if payable) the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downsidethreshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the payment 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 its couponbarrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of any underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment based on the performance of any underlier.The securities are notes issued as part of MSFL’s Series A Global Medium-Term Contingent Income Auto-Callable 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 will What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the underliers, may vary from, and be lower than, the estimated value on the pricing date, because thesecondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co.would charge in a secondary market transaction of this type and other factors. However, because the costs associated withissuing, selling, structuring and hedging the securities are not fully ded