摩根士丹利美股招股说明书(2026-04-09版)

STRUCTURED INVESTMENTS Buffered PLUS with Downside Factor due April 12, 2028Based on the Performance of the MSCI EAFE®Index Buffered Performance Leveraged Upside SecuritiesFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ￭The Buffered PLUS with Downside Factor (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and arefully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal atmaturity and have the terms described in the accompanying product supplement, index supplement, tax supplement and prospectus, as Payment at maturity.At maturity, if the final level isgreater thanthe initial level, investors will receive the stated principal amountplustheleveraged upside payment, subject to the maximum payment at maturity. If the final level isequal to or less thanthe initial level but is greater than or equal tothe buffer level, investors will receive only the stated principal amount at maturity. If, however, the final level isless thanthe buffer level, investors will lose 1.1111% for every 1% decline in the level of the underlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amount and could The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk their principal andforgo current income and returns above the maximum payment at maturity in exchange for the upside leverage feature and the bufferfeature, each of which applies to a certain range of performance of the underlier over the term of the securities.Investors in the securitiesmust be willing to accept the risk of losing their entireinitial investment.The securities are notes issued as part of MSFL’s Series A 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, tax 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, 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. Product Supplement for Principal at Risk Securities dated April 8, 2026 Buffered PLUS with Downside FactorPrincipal at Risk Securities Estimated Value of the Securities The original issue price of each security is $10. This price includes costs associated with issuing, selling, structuring and hedgingthe securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than 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 underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and 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 underlier, may vary from, and be lower than, the estimated value on the pricing date, because the sec