摩根士丹利美股招股说明书(2026-04-23版)

STRUCTURED INVESTMENTSOpportunities in International Equities $1,831,000 Capped Leveraged Basket-Linked Notes due January 7, 2028 Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The notesare unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The notes will not bear interest.The amount that you will be paid on your notes on thestated maturity date (January 7, 2028, subject to postponement) is based on the performance of a weighted basket comprised ofthe EURO STOXX 50®Index (40.00% weighting), the Tokyo Stock Price Index (25.00% weighting), the FTSE®100 Index (17.00%weighting), the Swiss Market Index®(11.00% weighting) and the S&P®/ASX 200 Index (7.00% weighting), as measured from thetrade date (April 21, 2026) to and including the determination date (January 5, 2028, subject to postponement). The initial basketlevel is 100, and the final basket level on the determination date will equal thesumof the products, as calculated separately foreach basket underlier, of: (i) the final underlier levelmultipliedby (ii) the applicable multiplier. The multiplier equals, for eachbasket underlier, (i) the weighting of such basket underliermultipliedby 100dividedby (ii) the initial underlier level (5,930.25 withrespect to the EURO STOXX 50®Index, 3,770.38 with respect to the Tokyo Stock Price Index, 10,498.09 with respect to theFTSE®100 Index, 13,134.14 with respect to the Swiss Market Index®and 8,949.393 with respect to the S&P®/ASX 200 Index) forsuch basket underlier. If the final basket level on the determination date is greater than the initial basket level, the return on yournotes will be positive, subject to the maximum settlement amount ($1,327.60 for each $1,000 face amount of your notes).However, if the final basket level on the determination date is less than the initial basket level, the return on your noteswill be negative. You could lose your entire investment in the notes.The notes are notes issued as part of MSFL’s Series AGlobal 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 yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwise haveany access to, any underlying reference asset or assets. To determine your payment at maturity, we will calculate the basket return, which is the percentage increase or decrease in thebasket level from the initial basket level to the final basket level. On the stated maturity date, for each $1,000 face amount of yournotes, you will receive an amount in cash equal to: ●if the basket return ispositive(the final basket level isgreaterthanthe initial basket level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 300%times(c) the basket return, subject to the maximum settlement amount; or●if the basket return iszeroornegative(the final basket level isequal toorless thanthe initial basket level), thesumof (i)$1,000plus(ii) theproductof (a) $1,000times(b) the basket return. 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 $987.70 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 at the original issue price of100.00%, or $1,000 per face amount of notes. Such dealer will sell the notes to investors at the same price without a discount or commission.Investors that purchase and hold the notes in fee-based accounts may be charged fees based on the amount of assets held in those accounts,including the notes. For more information, see “Additional Information About the Notes — Supplemental information regarding plan of distribution;conflicts of interest.” (2)See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 25. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page13.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense.The notes 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, index supplement, tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Final Terms” on page