摩根士丹利美股招股说明书(2026-04-08版)

Based on the Worst Performing of the S&P 500®Index, the Nasdaq-100® Technology Sector IndexSMand theRussell 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, tax supplement andprospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not providefor the regular payment of interest. Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equaltoits call threshold level on any determination date (other than the final determination date) for an early redemption payment that willincrease over the term of the securities. No further payments will be made on the securities once they have been automatically 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 call threshold level, investors will receive a fixed positive return at maturity. If the final level ofanyunderlier isless thanits call threshold level but the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors willreceive only the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downside threshold level,investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under thesecircumstances, 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 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 are willing to risk their principal and forgo current income in exchange for the possibility of receiving anearly redemption payment or payment at maturity that exceeds the stated principal amount. You will not participate in any appreciation ofany underlier.Investors in the securities must be willing to accept the risk of losing their entire initial investment based on theperformance of any underlier.The securities are notes issued as part 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 7. You should read this document together with the related product supplement, index supplement, tax supplement and prospectus, each of which can be accessed via the hyperlinksbelow. 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. 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 $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. 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, volatilityand other factors including current and expected interest rates, as well as an interest rate related to our secondary market creditspread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. 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 an