摩根士丹利美股招股说明书(2026-04-22版)

Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Microsoft Corporationand the Common Stock of Amazon.com, Inc. due May 12, 2027Fully and Unconditionally Guaranteed by Morgan Stanley￭Linked to the lowest performing of the common stock of Microsoft Corporation and the common stock of Amazon.com, Inc. (each referred to as an “underlying stock”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.￭Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturitypayment amount that may be greater than, equal to or less than the face amount of the securities, depending on the performance of the lowest performingunderlying stock from its starting price to its ending price. The maturity payment amount will reflect the following terms: ￭If the price of the lowest performing underlying stock increases (regardless of the extent of that increase) or stays the same, you will receive the faceamountplusthe contingent fixed return of at least 18.60% of the face amount ($186 per face amount). The actual contingent fixed return will bedetermined on the pricing date.￭If the price of the lowest performing underlying stock decreases to a price that is less than its starting price, but greater than or equal to its thresholdprice, you will receive the face amount.￭If the price of the lowest performing underlying stock decreases to a price less than its threshold price, you will have full downside exposure to thedecrease in the price of the lowest performing underlying stock from its starting price, and you will lose more than 40%, and possibly all, of the faceamount ￭The lowest performing underlying stock is the underlying stock that has the lowest underlying return￭The threshold price for each underlying stock is equal to 60% of its starting price￭Investors may lose up to 100% of the face amount￭The securities are for investors who are willing to risk their investment and forgo current income in exchange for the contingent fixed return feature that applies onlyif the ending price of each underlying stock is greater than or equal to its respective starting price￭Any positive return on the securities at maturity will be limited to the contingent fixed return, even if the ending price of the lowest performing underlying stocksignificantly exceeds its starting price; you will not participate in any appreciation of the lowest performing underlying stock beyond the contingent fixed return￭Your return on the securities will dependsolelyon the performance of the underlying stock that is the lowest performing underlying stock. You will not benefit in anyway from the performance of the better performing underlying stock. Therefore, you will be adversely affected ifeither underlyingstock performs poorly, even if theother underlying stock performs favorably￭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￭These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, either of the underlying stocks The current estimated value of the securities is approximately $961.60 per security, or within $35.00 of that estimate.The estimated value of the securities isdetermined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlyingstocks, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, whichis the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 4.The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11. All payments on the securities are subject to our credit risk. 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 for principal at risk securities, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.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 they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement for principal at r