摩根士丹利美股招股说明书(2026-04-20版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS Opportunities in U.S. Equities Auto-Callable Dual Directional Buffered PLUS due December 2, 2027All Payments on the Securities Based on the Performance of the Tokyo Stock Price Index Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”), fully and unconditionally guaranteed by Morgan Stanley, and have the terms described in the accompanying product supplement, index supplement, tax supplement and prospectus, as supplemented or modified by this document. The securities do not provide for theregular payment of interest and provide for a minimum payment at maturity of only 10% of the stated principal amount. The securities will be automatically redeemed if the indexclosing value of the underlying index on the first determination date is greater than or equal to the initial index value, for an early redemption payment of $1,109.50per security,as described below. No further payments will be made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed andthe final index value isgreater than or equal tothe initial index value, investors will receive the stated principal amount of their investment plus a return reflecting 150% of theupside performance of the underlying index. If the securities have not previously been redeemed and the final index valueisless thanthe initial index value but has notdecreased by an amount greater than the specified buffer amount, investors will receive the stated principal amount of their investment plus a positive return based on theabsolute value of the performance of the underlying index, which will be effectively limited to a 10% return. However, if the securities are not redeemed prior to maturity and thefinal index valueisless thanthe initial index value by an amount greater than the specified buffer amount, investors will lose 1% for every 1% decline beyond the specifiedbuffer amount, subject to the minimum payment at maturity of 10% of the stated principal amount.Accordingly,investors may lose up to 90% of the stated principal amount of the securities.The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving an earlyredemption payment greater than the stated principal amount if the underlying index closes at or above the initial index value on the first determination date or, if the securitiesare not redeemed prior to maturity, the possibility of receiving a positive return if the underlying index closes above the initial index value, or below its initial index value but at orabove its specified buffer amount, on the final determination date and the buffer feature that applies only to a limited range of performance of the underlying index. Thesecurities are notes issued as part ofMSFL’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 securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.FINAL TERMS index is below the initial index value on the first determination date. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.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 are theyobligations 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 hyperlinks below. Please also see “Additional Terms of the Securities” and “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. Morgan Stanley Finance LLC Auto-Callable Dual Directional Buffered PLUS due December 2, 2027All Payments on the Securities Based on the Performance of the Tokyo Stock Price Index Principal at Risk Securities Determination Dates, Early Redemption Date and Early RedemptionPayment Auto-Callable Dual Directional Buffered PLUS due December 2, 2027All Payments on the Securities Based on the Performance of the Tokyo Stock Price IndexPrincipal at Risk Securities Inves