摩根士丹利美股招股说明书(2026-04-10版)

Leveraged Buffered S&P 500®Index-Linked Notes due October 13, 2027Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.Thenotes will not bear interest.The amount that you will be paid on your notes on the stated maturity date (October 13, 2027, subject to postponement) isbased on the performance of the S&P 500®Index as measured from the trade date (April 8, 2026) to and including the determination date (October 8, 2027, subject to postponement). If the final underlier level on the determination date is greater than the initial underlier level, the return on your notes willbe positive, subject to the maximum settlement amount ($1,170.25 for each $1,000 face amount of your notes). If the underlier declines by up to 10.00%from the initial underlier level, you will receive the face amount of your notes.However, if the underlier declines by more than 10.00% from the initialunderlier level, the return on your notes will be negative. You could lose your entire investment in the notes.The notes are notes issued as partof 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. These notes are notsecured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level fromthe initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to: ●if the underlier return ispositive(the final underlier level isgreaterthanthe initial underlier level), thesumof (i) $1,000plus(ii) theproductof (a)$1,000times(b) 150%times(c) the underlier return, subject to the maximum settlement amount;●if the underlier return iszeroornegativebutnotbelow-10.00% (the final underlier level isequaltoorlessthanthe initial underlier level but not bymore than 10.00%), $1,000; or●if the underlier return isnegativeand isbelow-10.00% (the final underlier level islessthanthe initial underlier level by more than 10.00%), thesumof (i) $1,000plus(ii) theproductof (a) approximately 1.1111times(b) thesumof the underlier returnplus10.00%times(c) $1,000.Under these circumstances, you will lose some or all of your investment. You should read the additional disclosure herein so that you may better understand the terms and risks of your investment. The estimated value on the trade date is $978.40 per note. See “Estimated Value” on page 2. (1)Morgan Stanley & Co. LLC (“MS & Co.”) will sell all of the notes that it purchases from us to an unaffiliated dealer, which will receive a fixed salescommission of 1.51% for each note they sell. For more information, see “Additional Information About the Notes—Supplemental informationregarding plan of distribution; conflicts of interest.” (2)See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 19. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors”beginning on page 10. The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality, nor are they 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 beaccessed via the hyperlinks below. Please also see “Final Terms” on page 3 and “Additional Information About the Notes” on page 19. About Your Prospectus The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. This prospectus includesthis pricing supplement and the accompanying documents listed below. This pricing supplement constitutes asupplement to the documents listed below and should be read in conjunction with such documents: ●Prospectus dated April 8, 2026●Product Supplement dated April 8, 2026●Index Supplement dated April 8, 2026●Tax Supplement dated April 8, 2026 The information in this pricing supplement supersedes any conflicting information in the documents listed above. Inaddition, some of the terms or features described in the listed documents may not apply to your notes. ESTIMATED VALUE The Original Issue Price of each note is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the Trade Date is lessthan $1,000. We estimate that the value of each note on the Trade Date is $978.40. What goes into the estimated value on the Trade Date? In valuing